Vivid Seats Inc.

In addition to the information set forth in this Report, you should carefully consider the risks and uncertainties discussed in the “Risk Factors” section of our 2024 Form 10-K. These risks and uncertainties could cause actual results to differ materially from historical results or the results contemplated by the forward-looking statements contained in this Report. Other than as set forth below, during the three and six months ended June 30, 2025, there were no material changes to the risk factors discussed in our 2024 Form 10-K.

The effect of the Reverse Stock Split on the market price and liquidity of our Class A common stock, and our overall market capitalization, cannot be predicted.

Following the effectiveness of the Reverse Stock Split, the market price of our Class A common stock will continue to be based on our business performance and other factors, many of which are unrelated to our capitalization or the Reverse Stock Split. The effect of the Reverse Stock Split, if any, on such price cannot be accurately predicted. There can be no assurance that such price will increase in proportion to the decrease in the number of outstanding shares of our Class A common stock, if at all. Further, even if such price does increase after the Reverse Stock Split, there can be no assurance that such increase will be maintained. Moreover, if the Reverse Stock Split is perceived negatively by the market, it could adversely affect such price. In any such case, our market capitalization would decrease. Any such adverse effect on market price and/or decrease in market capitalization would be magnified after the Reverse Stock Split due to the reduced number of issued shares of our common stock.

In addition, the Reverse Stock Split will reduce the number of outstanding shares of our Class A common stock, which may lead to reduced trading therein and a smaller number of market makers therefor (particularly if the market price thereof does not increase after the Reverse Stock Split). The Reverse Stock Split will also increase the number of stockholders who own “odd lots” of fewer than 100 shares of our Class A common stock. Brokerage commissions and other costs associated with transactions in odd lots are generally higher than those associated with transactions in more than 100 shares. As a result, stockholders who own fewer than 100 shares of our Class A common stock after the Reverse Stock Split may face higher transaction costs if they then decide to sell their shares.

The availability of additional authorized but unissued shares of our common stock following the Reverse Stock Split may make more difficult or discourage a merger, tender offer, or proxy contest, a change in control of our company, and/or the removal of management.

The Reverse Stock Split will result in a relative increase in the number of authorized but unissued shares of our common stock due to a decrease in the number of issued shares thereof. Under certain circumstances, this may be construed as having an anti-takeover effect because the availability of authorized but unissued shares may make more difficult or discourage a merger, tender offer, or proxy contest, a change in control of our company, and/or the removal of management, which our stockholders might otherwise deem favorable. For example, our Board could issue additional shares of our common stock (i) to frustrate or create impediments to a third-party attempt to takeover or otherwise gain control of our company because such issuance would dilute the voting power of the then-outstanding shares or (ii) to purchasers who support our Board in opposing a takeover bid that our Board determines not to be in the best interests of us and our stockholders.