Vivid Seats Inc.

Current report

We may not realize the excepted benefits of the Corporate Simplification.

Current report

We expect to realize certain benefits as a result of the Corporate Simplification, including retaining 100% of future realized tax savings that, but for the TRA termination, would have been payable to the former TRA parties, and realizing annual savings from reduced compliance and financial reporting costs associated with a single-class stock structure. However, these benefits are dependent on a number of factors, including applicable laws and the amount of our future taxable income. We may not ultimately realize all of the expected benefits of the Corporate Simplification on the anticipated timeline, or at all.

Current report

New shares of Class A common stock were issued in connection with the Corporate Simplification. In addition to diluting the ownership and/or voting power of existing stockholders, this increase in the number of shares eligible for resale in the public market could adversely affect the market price of our Class A common stock.

Current report

In connection with the Corporate Simplification, (i) all 3,811,250 shares of Class B common stock (and corresponding Intermediate Units) were cancelled and exchanged for shares of Class A common stock on a one-for-one basis and (ii) we issued an additional 403,022 shares of Class A common stock (after rounding down any fractional share) to the TRA Parties. Sales of substantial numbers of such shares in the public market, or the fact that such sales could occur, could adversely affect the market price of our Class A common stock.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Previous report

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.

Current report — wording carried from elsewhere

Repurchase Program, we may repurchase shares in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.