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” sections of our 2024 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. 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. Except as set forth below and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, as of September 30, 2025, there have been no material changes to the risk factors discussed in our 2024 Form 10-K.

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

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.

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.

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.