Vivid Seats Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
SEAT$2.09-23.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0000950170-25-102376
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001193125-25-267993
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 161 previous paragraphs and 169 current paragraphs.
83 unchanged; 70 reworded; 14 added; 8 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 12 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Corporate Simplification
Current report
On October 19, 2025, we entered into a Corporate Simplification Agreement (the “CSA”) with Hoya Intermediate and the TRA Parties named therein (including Hoya Topco, LLC (“Hoya Topco”)). Pursuant to the CSA and the ancillary agreements described therein, a series of transactions was consummated over the two business days ending on October 31, 2025 that, among other things, simplified our corporate structure (such transactions, collectively, the “Corporate Simplification”). In connection with the Corporate Simplification, among other things:
Current report
Three Blocker Corporations (as defined in the CSA) merged with and into three of our wholly owned subsidiaries, respectively, such that the Blocker Corporations became our wholly owned subsidiaries;
Current report
Hoya Topco exchanged all of its shares of Class B common stock (which comprised all of the outstanding shares thereof) and corresponding common units of Hoya Intermediate (“Intermediate Units”) for an equal number of shares of Class A common stock, following which we cancelled all outstanding shares of Class B common stock;
Current report
The warrant agreements relating to the Intermediate Warrants (as defined herein) were amended to instead provide for the right to purchase equal numbers of shares of Class A common stock at equal exercise prices, and simultaneously, the warrant agreement between us and Hoya Topco, which provided Hoya Topco with the right to purchase 200,000 shares of Class B common stock at an exercise price of $0.02 per share, was terminated;
Current report
All rights and obligations under the TRA and Hoya Intermediate’s Limited Liability Company Agreement were terminated (in each case other than certain terms thereof that expressly survived); and
Current report
We issued an aggregate of 403,022 shares of Class A common stock (after rounding down any fractional shares) to the TRA Parties.
Current report
The Reverse Stock Split affected all holders of our common stock uniformly and did not affect any such holder’s percentage ownership interest in our company or proportionate voting power. However, if the Reverse Stock Split would have resulted in a stockholder holding fractional shares because the number of shares they held before the Reverse Stock Split was not evenly divisible by the 1-for-20 split ratio, we instead repurchased such fractional shares for cash and retired them from circulation, resulting in a less than $0.1 million cash outlay. The repurchase and retirement of such fractional shares is recorded as a separate component of both Class A common stock (for the number of shares that were repurchased and retired) and Additional paid-in capital (for the amount of the cash payment). The Reverse Stock Split did not affect the number of authorized shares or the par value of our common stock.
Current report
Resale revenues decreased by $2.4 million, or 7%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $2.1 million, or 2%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decreases resulted primarily from lower average revenue per Resale order, while Resale orders remained nearly the same.
Current report
Total contribution margin decreased by $31.7 million, or 47%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $81.9 million, or 37%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decreases resulted primarily from a decrease in Marketplace contribution margin.
Current report
Income Tax Expense (Benefit)
Current report
Income tax benefit increased by $13.5 million, or 315%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily due to a reversal of an uncertain tax position. Income tax expense increased by $63.0 million, or 882%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase resulted primarily from an increase to the valuation allowance.
Current report
Tax distributions will cease as a result of the Corporate Simplification. See the “Recent Developments – Corporate Simplification” section for more information.
Current report
As of October 31, 2025, all rights and obligations under the TRA were terminated in exchange for the issuance of shares of Class A common stock in connection with the Corporate Simplification (other than certain terms thereof that expressly survived), including $5.8 million of cash payments that would have otherwise been due in the first quarter of 2026. As a result of the Corporate Simplification, we will no longer have a TRA liability. See the “Recent Developments – Corporate Simplification” section for more information.
Removed paragraphs (8)
Previous report
OBBB Act
Previous report
On July 4, 2025, a reconciliation bill commonly referred to as the One Big Beautiful Bill Act (the “OBBB Act”) was signed into law, which includes a broad range of tax reform provisions that may affect our financial results. The OBBB Act allows an elective deduction for domestic research and development, a reinstatement of elective 100% first-year bonus depreciation, and modifications to the calculation for excess business interest expense limitation under Section 163(j) of the Internal Revenue Code. We are currently evaluating the impact of these provisions, which could affect our effective tax rate and deferred tax assets in 2025 and future periods. A quantitative estimate of the specific financial effects cannot be reasonably determined at this time due to the complexity of the changes in the reforms.
Previous report
The impact of the tax provisions in the OBBB Act will depend on our facts in each year and anticipated guidance from the U.S. Department of the Treasury.
Previous report
Total revenues decreased by $54.8 million, or 28% during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $81.6 million, or 21%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from a decrease in Marketplace orders.
Previous report
Resale revenues increased by $0.8 million, or 3%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase resulted primarily from higher average revenue per Resale order, despite a 4% decrease in Resale orders. Resale revenues increased by $0.3 million, or 0.4%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024, which was relatively consistent with the 1% increase in Resale orders.
Previous report
General and Administrative
Previous report
Income Tax Expense
Previous report
Income tax expense increased by $75.6 million and $76.5 million during the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024, respectively. The increase resulted primarily from increase to the valuation allowance recorded as of June 30, 2025.
Reworded paragraphs (70)
Previous wording
The following table summarizes our Marketplace Gross Order Value (“Marketplace GOV”), revenues, net income (loss), and adjusted EBITDA for the three and six months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table summarizes our Marketplace Gross Order Value (“Marketplace GOV”), revenues, net income (loss), and adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Previous wording
In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners, for which we earn revenue from processing ticket sales for live events and facilitating the booking of hotel rooms and packages through our Owned Properties, which consists of (i) Vivid Seats; (ii) Wavedash Co., Ltd. (“Wavedash”), an online ticket marketplace headquartered in Tokyo, Japan, which we acquired in September 2023; (iii) Vegas.com, LLC, an online ticket marketplace for live event enthusiasts exploring shows, attractions, tours, flights, and hotels in Las Vegas, which we acquired in November 2023; and (iv) until it ceased operations in July 2025, Vivid Picks, a real-money daily fantasy sports mobile application where users partook in contests by making player picks from a wide selection of individual and player matchup projections across a variety of sports, and through our Private Label Offering, which consists of numerous distribution partners. To a lesser extent, we also earn revenue from offering event insurance to ticket buyers. Using our online platform, we facilitate customer payments, deposits and withdrawals, coordinate ticket deliveries, and provide customer service. We do not hold ticket inventory in our Marketplace segment.
Current wording
In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners, for which we earn revenue from processing ticket sales for live events and facilitating the booking of hotel rooms and packages through (a) our Owned Properties, which consists of (i) Vivid Seats; (ii) Wavedash Co., Ltd. (“Wavedash”), an online ticket marketplace headquartered in Tokyo, Japan that we acquired in 2023; (iii) Vegas.com, LLC, an online ticket marketplace for live event enthusiasts exploring shows, attractions, tours, flights, and hotels in Las Vegas that we acquired in 2023; and (iv) until it ceased operations on July 18, 2025, Vivid Picks, a real-money daily fantasy sports mobile application, and (b) our Private Label Offering, which consists of numerous distribution partners. To a lesser extent, we also earn revenue from offering event insurance to ticket buyers. Using our online platform, we facilitate customer payments, deposits and withdrawals, coordinate ticket deliveries, and provide customer service. We do not hold ticket inventory in our Marketplace segment.
Previous wording
The amount of Marketplace revenue earned in a given period is primarily represented by service and delivery fees charged to ticket buyers. For Vivid Picks, the amount of Marketplace revenue earned in a given period is represented by the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives. For event insurance, the amount of Marketplace revenue earned in a given period is represented by referral fees charged to third-party insurance providers.
Current wording
The amount of Marketplace revenue earned in a given period is primarily represented by service and delivery fees charged to ticket buyers. For historical periods in which Vivid Picks operated, the amount of Marketplace revenue earned in a given period is represented by the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives. For event insurance, the amount of Marketplace revenue earned in a given period is represented by referral fees charged to third-party insurance providers.
Previous wording
On July 21, 2025, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation (our “Charter”) to effect, at the option of our Board of Directors (our “Board”), a reverse stock split of our common stock at a ratio in the range of 1-for-5 to 1-for-30, inclusive, with such ratio to be determined by our Board. Subsequently, our Board approved a 1-for-20 reverse stock split of our common stock, pursuant to which every 20 shares of Class A and Class B common stock will be combined into one share of Class A and Class B common stock, respectively (the “Reverse Stock Split”). We will implement the Reverse Stock Split by filing an amendment to our Charter with the Secretary of State of the State of Delaware that will become effective at 5:00 p.m. Eastern Time on August 5, 2025, and our Class A common stock will begin trading on a split-adjusted basis at the open of trading on August 6, 2025. The Reverse Stock Split will affect all holders of our common stock uniformly and will not affect any such holder’s percentage ownership interest in our company or proportionate voting power (subject, in each case, to our payment of cash in lieu of any fractional shares of Class A common stock resulting from the Reverse Stock Split). The Reverse Stock Split will not affect the number of authorized shares or the par value of our common stock.
Current wording
On August 5, 2025, following the approval of our stockholders and our Board of Directors (our “Board”), we amended our Amended and Restated Certificate of Incorporation to effect a 1-for-20 reverse stock split of our common stock pursuant to which every 20 shares of Class A and Class B common stock were combined into one share of Class A and Class B common stock, respectively (the “Reverse Stock Split”). The Reverse Stock Split became effective at 5:00 p.m. Eastern Time on August 5, 2025, and our Class A common stock began trading on a split-adjusted basis at the open of trading on August 6, 2025.
Previous wording
See Note 18, Subsequent Events, to our unaudited condensed consolidated financial statements included elsewhere in this Report, and the “Risk Factors” section of this Report, for additional information regarding the Reverse Stock Split. The share and per share amounts included in this Report have not been adjusted to account for the anticipated Reverse Stock Split.
Current wording
All share and per share amounts included in this Report have been adjusted to reflect the Reverse Stock Split.
Previous wording
While we continue to view live events as an attractive long-term opportunity supported by durable supply and demand tailwinds, recent industry trends have been challenging and our Marketplace Order volumes have been under pressure thus far in 2025. We attribute this to a combination of economic uncertainty affecting discretionary consumer spending and competitive intensity in performance marketing channels. In response to this evolving industry landscape, during the three months ending June 30, 2025 we began to implement a cost reduction program designed to right-size our business for the current environment and drive enhanced long-term efficiency.
Current wording
While we continue to view live events as an attractive long-term opportunity supported by durable supply and demand tailwinds, recent industry trends have been challenging and our Marketplace order volumes have been under pressure thus far in 2025. We attribute this to a combination of economic uncertainty affecting discretionary consumer spending and competitive intensity in performance marketing channels. In response to this evolving industry landscape, during the nine months ended September 30, 2025 we began to implement a cost reduction program designed to right-size our business for the current environment and drive enhanced long-term efficiency.
Previous wording
The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three and six months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Previous wording
Marketplace GOV represents the total transactional amount of Marketplace orders processed on our online platform during a period, inclusive of fees, exclusive of taxes, and net of event cancellations. During the three and six months ended June 30, 2025, event cancellations negatively impacted our Marketplace GOV by $20.3 million and $35.8 million, respectively, compared to $21.2 million and $39.4 million during the three and six months ended June 30, 2024, respectively.
Current wording
Marketplace GOV represents the total transactional amount of Marketplace orders processed on our online platform during a period, inclusive of fees, exclusive of taxes, and net of event cancellations. During the three and nine months ended September 30, 2025, event cancellations negatively impacted our Marketplace GOV by $11.4 million and $47.2 million, respectively, compared to $35.4 million and $74.9 million during the three and nine months ended September 30, 2024, respectively.
Previous wording
Marketplace orders represent the total volume of Marketplace segment transactions processed on our online platform during a period, net of event cancellations. During the three and six months ended June 30, 2025, our Marketplace segment experienced 47,845 and 90,198 event cancellations, respectively, compared to 52,392 and 102,441 event cancellations during the three and six months ended June 30, 2024, respectively.
Current wording
Marketplace orders represent the total volume of Marketplace segment transactions processed on our online platform during a period, net of event cancellations. During the three and nine months ended September 30, 2025, our Marketplace segment experienced 39,414 and 129,612 event cancellations, respectively, compared to 77,012 and 179,453 event cancellations during the three and nine months ended September 30, 2024, respectively.
Previous wording
Resale orders represent the total volume of Resale segment transactions processed on a given platform (including our own) during a period, net of event cancellations. During the three and six months ended June 30, 2025, our Resale segment experienced 1,276 and 2,161 event cancellations, respectively, compared to 1,211 and 2,083 event cancellations during the three and six months ended June 30, 2024, respectively.
Current wording
Resale orders represent the total volume of Resale segment transactions processed on a given platform (including our own) during a period, net of event cancellations. During the three and nine months ended September 30, 2025, our Resale segment experienced 1,598 and 3,759 event cancellations, respectively, compared to 2,411 and 4,494 event cancellations during the three and nine months ended September 30, 2024, respectively.
Previous wording
Marketplace GOV decreased by $312.6 million, or 31%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $520.7 million, or 26%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease resulted primarily from lower order volumes in our Marketplace segment.
Current wording
Marketplace GOV decreased by $253.6 million, or 29%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $774.3 million, or 27%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decreases resulted primarily from a decrease in Marketplace orders.
Previous wording
Marketplace orders decreased by 0.9 million, or 30%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by 1.5 million, or 25%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease resulted primarily from lower activity in our Marketplace segment.
Current wording
Marketplace orders decreased by 0.9 million, or 29%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by 2.4 million, or 27%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decreases resulted primarily from lower activity in our Marketplace segment.
Previous wording
Resale orders decreased by less than 0.1 million, or 4%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease resulted primarily from lower activity in our Resale segment. Resale orders increased by less than 0.1 million, or 1%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current wording
Resale orders decreased by less than 0.1 million, or 1%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and increased by less than 0.1 million, or less than 1%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous wording
Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. Adjusted EBITDA does not reflect all amounts associated with our operating results as determined in accordance with U.S. GAAP and specifically excludes certain recurring costs such as income tax expense, interest expense – net, depreciation and amortization, sales tax liabilities, transaction costs, equity-based compensation, litigation, settlements, and related costs, change in fair value of warrants, loss on asset disposals, change in fair value of derivative asset, foreign currency loss (gain) – net, loss on extinguishment of debt, adjustment of liabilities under our TRA (as defined herein), impairment charges, and severance compensation. In addition, other companies may calculate adjusted EBITDA differently than we do, thereby limiting its usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts that are excluded from our presentation of adjusted EBITDA.
Current wording
Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. Adjusted EBITDA does not reflect all amounts associated with our operating results as determined in accordance with U.S. GAAP and specifically excludes certain recurring costs such as income tax expense (benefit), interest expense – net, depreciation and amortization, sales tax liabilities, transaction costs, equity-based compensation, litigation, settlements, and related costs, change in fair value of warrants, loss on asset disposals, change in fair value of derivative asset, foreign currency loss (gain) – net, loss on extinguishment of debt, adjustment of liabilities under our TRA (as defined herein), impairment charges, and severance compensation. In addition, other companies may calculate adjusted EBITDA differently than we do, thereby limiting its usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts that are excluded from our presentation of adjusted EBITDA.
Previous wording
The following table presents a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable U.S. GAAP financial measure, for the three and six months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table presents a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable U.S. GAAP financial measure, for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Previous wording
Consists of: (i) legal, accounting, tax, and other professional fees; (ii) personnel costs related to retention bonuses; (iii) integration costs; and (iv) other transaction-related expenses, none of which are considered indicative of our core operating performance. Costs in the three and six months ended June 30, 2025 primarily related to potential strategic transactions that were explored during the period, the refinancing of the 2024 First Lien Loan with the 2025 First Lien Loan (each as defined herein), repurchases of our Class A common stock, and various strategic investments. Costs in the three and six months ended June 30, 2024 primarily related to the refinancing of the 2022 First Lien Loan with the 2024 First Lien Loan (each as defined herein), repurchases of our Class A common stock, acquisitions, and various strategic investments.
Current wording
Consists of: (i) legal, accounting, tax, and other professional fees; (ii) personnel costs related to retention bonuses; (iii) integration costs; and (iv) other transaction-related expenses, none of which are considered indicative of our core operating performance. Costs in the three and nine months ended September 30, 2025 primarily related to the February 2025 refinancing of the 2024 First Lien Loan with the 2025 First Lien Loan (each as defined herein), repurchases of Class A common stock, the Reverse Stock Split, and various strategic transactions and investments. Costs in the three and nine months ended September 30, 2024 primarily related to the June 2024 refinancing of the 2022 First Lien Loan (as defined herein) with the 2024 First Lien Loan, repurchases of Class A common stock, acquisitions, and various strategic investments.
Previous wording
Costs in the three and six months ended June 30, 2025 primarily related to equity granted pursuant to our 2021 Incentive Award Plan (as amended, the “2021 Plan”), which is not considered indicative of our core operating performance. Costs in the three and six months ended June 30, 2024 primarily related to equity granted pursuant to the 2021 Plan and profits interests issued prior to the October 2021 transaction pursuant to which Horizon Acquisition Corporation merged with and into us (the “Merger Transaction”), neither of which are considered indicative of our core operating performance.
Current wording
Costs in the three and nine months ended September 30, 2025 primarily related to equity granted pursuant to our 2021 Incentive Award Plan (as amended, the “2021 Plan”), which is not considered indicative of our core operating performance. Costs in the three and nine months ended September 30, 2024 primarily related to equity granted pursuant to the 2021 Plan and profits interests issued prior to the 2021 transaction pursuant to which Horizon Acquisition Corporation merged with and into us (the “Merger Transaction”), neither of which are considered indicative of our core operating performance.
Previous wording
Relates to the revaluation of warrants to purchase common units of Hoya Intermediate (“Intermediate Units”) held by Hoya Topco, LLC (“Hoya Topco”) following the Merger Transaction, which is not considered indicative of our core operating performance.
Current wording
Relates to the revaluation of warrants to purchase Intermediate Units (the “Intermediate Warrants”) held by Hoya Topco following the Merger Transaction, which is not considered indicative of our core operating performance.
Previous wording
Relates to losses incurred during the six months ended June 30, 2025 in connection with the extinguishment of the 2024 First Lien Loan, which are not considered indicative of our core operating performance.
Current wording
Relates to losses incurred during the nine months ended September 30, 2025 in connection with the extinguishment of the 2024 First Lien Loan, which are not considered indicative of our core operating performance.
Previous wording
Relates to the remeasurement of the TRA (as defined herein) liability, which is not considered indicative of our core operating performance.
Current wording
Relates to the remeasurement of the TRA liability, which is not considered indicative of our core operating performance.
Previous wording
Relates to non-cash impairment charges related to our goodwill and certain indefinite-lived intangible assets triggered by the effects of recent declines in our financial performance, near-term outlook, and Class A common stock price, among other factors, during the three and six months ended June 30, 2025.
Current wording
Relates to non-cash impairment charges related to our goodwill and certain indefinite-lived intangible assets triggered by the effects of recent declines in our financial performance, near-term outlook, and Class A common stock price, among other factors, during the nine months ended September 30, 2025.
Previous wording
Relates to severance-related payments paid to terminated employees as a result of a reduction in employee headcount during the three and six months ended June 30, 2025. The reduction was part of our strategic cost reduction program and is not considered indicative of our core operating performance.
Current wording
Relates to severance-related payments paid to terminated employees as a result of a reduction in employee headcount during the three and nine months ended September 30, 2025. The reduction was part of our strategic cost reduction program and is not considered indicative of our core operating performance.
Previous wording
During the six months ended June 30, 2025, there were no material changes to the “Key Factors Affecting Our Performance” discussed in our 2024 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Our financial position and results of operations depend to a significant extent on those factors.
Current wording
During the nine months ended September 30, 2025, there were no material changes to the “Key Factors Affecting Our Performance” discussed in our 2024 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Our financial position and results of operations depend to a significant extent on those factors.
Previous wording
Comparison of the Three and Six Months Ended June 30, 2025 and 2024
Current wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Previous wording
The following table presents our results of operations for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents our results of operations for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
The following table presents total revenues by segment for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents total revenues by segment for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
Total contribution margin decreased by $32.1 million, or 40%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $50.2 million, or 33%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from a lower contribution margin in our Marketplace segment.
Current wording
Total revenues decreased by $50.2 million, or 27% during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $131.8 million, or 23%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decreases resulted primarily from a decrease in Marketplace revenues.
Previous wording
The following table presents Marketplace revenues by event category for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents Marketplace revenues by event category for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
Marketplace revenues decreased by $55.6 million, or 33%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $81.8 million, or 25%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from 30% and 25% decreases in Marketplace orders during the same respective periods.
Current wording
Marketplace revenues decreased by $47.8 million, or 31%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $129.7 million, or 27%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decreases resulted primarily from, and were relatively consistent with, the 29% and 27% decreases in Marketplace orders during the same respective periods.
Previous wording
Marketplace cancellation charges, which generally have a negative impact on Marketplace revenues, represented a reduction to Marketplace revenues of $4.2 million during the three months ended June 30, 2025 compared to $3.9 million during the three months ended June 30, 2024. The increase resulted primarily from lower Marketplace revenues recognized from customer credit breakage, partly offset by lower payment-related chargeback activity primarily due to lower Marketplace order volume. Marketplace cancellation charges represented a reduction to Marketplace revenues of $9.5 million during the six months ended June 30, 2025 compared to $13.1 million during the six months ended June 30, 2024. The decrease resulted primarily from lower payment-related chargeback activity primarily due to lower Marketplace order volume, partly offset by lower Marketplace revenues recognized from customer credit breakage.
Current wording
Marketplace cancellation charges, which generally have a negative impact on Marketplace revenues, represented a reduction to Marketplace revenues of $1.5 million and $11.0 million during the three and nine months ended September 30, 2025, respectively, compared to a reduction to Marketplace revenues of $7.3 million and $20.4 million during the three and nine months ended September 30, 2024, respectively. The decreases resulted primarily from lower payment-related chargeback activity primarily due to a decrease in Marketplace orders, partly offset by lower Marketplace revenues recognized from customer credit breakage.
Previous wording
The following table presents Marketplace revenues by business model for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents Marketplace revenues by business model for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
The decrease in both Owned Properties and Private Label Offering revenues during the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024 resulted primarily from a decrease in Marketplace orders.
Current wording
The decrease in both Owned Properties and Private Label Offering revenues during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 resulted primarily from a decrease in Marketplace orders, as well as the loss of a significant Private Label partner.
Previous wording
We also earn Marketplace revenue in the form of referral fees charged to third-party insurance providers in exchange for offering event insurance to ticket buyers. Marketplace revenue earned from referral fees was $4.5 million and $10.3 million during the three and six months ended June 30, 2025, respectively, compared to $6.8 million and $13.6 million during the three and six months ended June 30, 2024, respectively. The decrease resulted primarily from lower Marketplace order volume.
Current wording
We also earn Marketplace revenue in the form of referral fees charged to third-party insurance providers in exchange for offering event insurance to ticket buyers. Marketplace revenue earned from referral fees was $3.6 million and $13.9 million during the three and nine months ended September 30, 2025, respectively, compared to $6.0 million and $19.6 million during the three and nine months ended September 30, 2024, respectively. The decreases resulted primarily from a decrease in Marketplace orders.
Previous wording
Resale cancellation charges, which generally have a negative impact on Resale revenues, represented a reduction to Resale revenues of $0.7 million during the three months ended June 30, 2025 compared to $0.5 million during the three months ended June 30, 2024. Resale cancellation charges represented a reduction to Resale revenues of $1.2 million during the six months ended June 30, 2025 compared to $0.8 million during the six months ended June 30, 2024. The increase for both periods was due to a higher number of cancelled orders.
Current wording
Resale cancellation charges, which generally have a negative impact on Resale revenues, represented a reduction to Resale revenues of $0.3 million during the three months ended September 30, 2025, which was consistent with the $0.3 million reduction to Resale revenues during the three months ended September 30, 2024. Resale cancellation charges represented a reduction to Resale revenues of $1.5 million during the nine months ended September 30, 2025 compared to $1.1 million during the nine months ended September 30, 2024. The increase was due to a higher number of cancelled orders.
Previous wording
The following table presents total cost of revenues by segment for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents total cost of revenues by segment for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
Total cost of revenues decreased by $6.3 million, or 13%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $11.4 million, or 12%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases resulted primarily from a decrease in Marketplace orders.
Current wording
Total cost of revenues decreased by $6.7 million, or 13%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $18.1 million, or 12%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decreases resulted primarily from a decrease in Marketplace cost of revenues.
Previous wording
Marketplace cost of revenues decreased by $7.0 million, or 28%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $12.1 million, or 24%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases, which were primarily due to a decrease in Marketplace orders, were relatively consistent with the 31% and 26% decreases in Marketplace GOV during the same respective periods.
Current wording
Marketplace cost of revenues decreased by $6.3 million, or 27%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $18.4 million, or 25%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decreases, which were primarily due to a decrease in Marketplace orders, were relatively consistent with the 29% and 27% decreases in Marketplace GOV during the same respective periods.
Previous wording
Resale cost of revenues increased by $0.7 million, or 3%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and increased by $0.7 million, or 2%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increases were relatively consistent with the increases in Resale revenues during the same respective periods.
Current wording
Resale cost of revenues decreased by $0.4 million, or 1%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and increased by $0.3 million, or less than 1%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. These changes were not consistent with the 7% and 2% decreases in Resale revenues during the same respective periods, primarily due to lower margins for certain Marketplace event categories.
Previous wording
The following table presents total marketing and selling expenses by advertising category for the three and six months ended June 30, 2025 and 2024 (in thousands, except percentages):
Current wording
The following table presents total marketing and selling expenses, which relate entirely to our Marketplace segment, by advertising category for the three and nine months ended September 30, 2025 and 2024 (in thousands, except percentages):
Previous wording
Total marketing and selling expenses, which are entirely attributable to our Marketplace segment, decreased by $16.3 million, or 23%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024 and decreased by $19.9 million, or 14%, during the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decreases were not consistent with the 33% and 25% decreases in Marketplace revenues during the same respective periods, primarily due to higher investment in digital performance marketing channels.
Current wording
Total marketing and selling expenses decreased by $11.9 million, or 17%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and decreased by $31.8 million, or 15%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decreases were not consistent with the 31% and 27% decreases in Marketplace revenues during the same respective periods, primarily due to higher investment intensity in digital performance marketing channels.
Showing the first 40 of 70 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Our primary source of funds is cash generated from operations. Our existing cash and cash equivalents are sufficient to fund our liquidity needs for the next 12 months and thereafter for the foreseeable future. As of September 30,
Current report — wording carried from elsewhere
Net cash used in operating activities was $53.4 million during the nine months ended September 30, 2025 due to a net loss of $292.8 million, net non-cash charges of $317.4 million, and net cash outflows from a $78.0 million change in operating assets and liabilities.