Vivid Seats Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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24 E. Washington St., Ste. 900

Chicago, IL 60602

April 21, 2025

Fellow Stockholders:

On behalf of the Board of Directors, I invite you to attend the 2025 Annual Meeting of Stockholders of Vivid Seats Inc., which will be conducted virtually via live webcast on June 3, 2025 at 9:00 a.m. CT.

In accordance with Securities and Exchange Commission rules allowing companies to furnish proxy materials to stockholders over the internet, we have sent a Notice of Internet of Availability of Proxy Materials to stockholders of record at the close of business on April 7, 2025 (the record date for the meeting) containing instructions on how to access our proxy materials and vote online. If you would like to receive a paper copy of our proxy materials, follow the instructions included on such Notice.

Accompanying this letter are a Notice of Annual Meeting of Stockholders and our Proxy Statement, which describe the business to be conducted at the meeting.

Your vote is important. Whether or not you plan to virtually attend the meeting, vote as soon as possible by following the instructions included in our proxy materials. You can vote online, by telephone, or, if you received a paper copy of our proxy materials, by returning your signed proxy card.

On behalf of the Board of Directors and management, it is my pleasure to express our appreciation for your continued support.

Stanley Chia

Chief Executive Officer

24 E. Washington St., Ste. 900

Chicago, IL 60602

NOTICE OF 2025 ANNUAL MEETING

OF STOCKHOLDERS

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Vivid Seats Inc., a Delaware corporation (the “Company”), will be conducted virtually via live webcast on June 3, 2025 at 9:00 a.m. CT. Stockholders of record at the close of business on April 7, 2025 (the “Record Date”) may virtually attend the Annual Meeting, as well as vote, submit questions, and access a list of the stockholders entitled to vote at the Annual Meeting, by following the instructions included in the accompanying Proxy Statement.

The Annual Meeting is being held to:

These items of business are described in the accompanying Proxy Statement. Stockholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting (or any adjournment, postponement, or continuation thereof).

Your vote is important. Voting will ensure the presence of a quorum at the Annual Meeting and save the expense of further solicitation. Whether or not you plan to virtually attend the Annual Meeting, vote as soon as possible by following the instructions included in the accompanying Proxy Statement. You can vote online, by telephone, or, if you received a paper copy of the Company’s proxy materials, by returning your signed proxy card in the envelope provided.

By Order of the Board of Directors,

Stanley Chia

Chief Executive Officer

Chicago, Illinois

April 21, 2025

This Notice of Annual Meeting of Stockholders and the accompanying Proxy Statement are first being distributed or made available on or about April 21, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 3, 2025:

This Notice of Annual Meeting of Stockholders, the accompanying Proxy Statement, and the Company’s 2024 Annual Report on Form 10-K are available without charge at www.proxyvote.com. A list of the stockholders entitled to vote at the Annual Meeting will be available during the Annual Meeting at www.virtualshareholdermeeting.com/SEAT2025.

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