Vivid Seats Inc.
For the period ended Mar 31, 2026. Filed May 5, 2026.
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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.
Mar 31, 2026 · Filed May 5, 2026
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 2025-09-30; filed 2025-11-06.
0001193125-25-267993
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001193125-26-204975
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 169 previous paragraphs and 178 current paragraphs.
56 unchanged; 79 reworded; 39 added; 26 removed; 8 previous and 4 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 (39)
Current report
For ticket buyers, we represent a differentiated value proposition. In addition to our compelling and easy-to-use mobile app and website: our ‘Lowest Price Guarantee’ is designed to ensure that we provide the most competitively priced tickets among our competitors; our ‘100% Buyer Guarantee’ promotes safe and secure transactions; our Vivid Seats Rewards loyalty program allows enrolled buyers to earn reward credits to spend on future orders, and our in-app Game Center engages users with the opportunity to win free tickets or promotional discounts.
Current report
For ticket sellers, we offer a variety of products and services designed to help their businesses thrive. In particular, Skybox, our industry-leading ERP tool, allows ticket sellers to seamlessly manage their operations. Built on years of transactional and engagement data, Skybox includes tools for inventory management, pricing, and order fulfillment across ticket marketplaces.
Current report
To generate brand recognition and drive traffic to our platform, we cultivate mutually beneficial partnerships with media partners, sports leagues, sports teams, and event venues, as well as other product, service, distribution, and supply partners.
Current report
The event tickets we sell through our Marketplace segment are diversified across and within three major event categories:
Current report
Concerts. Includes musical acts of all genres touring across venues of all sizes, as well as music festivals.
Current report
Sports. Includes the four major professional leagues (Major League Baseball, the National Basketball Association, the National Football League, and the National Hockey League), college sports, women’s sports leagues (including the Women’s National Basketball Association and the National Women’s Soccer League), and a variety of other sports such as soccer, racing, and minor league baseball.
Current report
Theater. Includes Broadway and off-Broadway plays and musicals, stage shows, comedy acts, speaker series, and other family entertainment events.
Current report
A diversified mix across and within these event categories broadens our opportunities, limits our exposure to any particular category, and reduces seasonal variation in order volumes.
Current report
Current Environment & Cost Reduction Program
Current report
During the three months ended March 31, 2026, we continued to incur compensation expenses related to severance-related payments made to terminated employees as a result of a reduction in employee headcount in connection with the cost reduction program and the departure of certain members of our leadership team.
Current report
Key Business Metrics & Non-U.S. GAAP Financial Measure
Current report
Relates to the revaluation of the Intermediate Warrants, which revaluations are not considered indicative of our core operating performance (the Intermediate Warrants were amended in October 2025 as described in the “Recent Developments–Corporate Simplification” section of this Report).
Current report
Total contribution margin decreased by $18.7 million, or 34%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease resulted primarily from a decrease in Marketplace contribution margin.
Current report
General and Administrative
Current report
Total general and administrative expenses decreased by $15.0 million, or 31%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease resulted primarily from a decrease in personnel expenses due to lower equity-based compensation expenses as well as a reduction in employee headcount as part of our strategic cost reduction program, for which we incurred general and administrative expenses of $0.2 million related to severance compensation during the three months ended March 31, 2026.
Current report
Other general and administrative expenses decreased by $5.3 million, or 33%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease resulted primarily from a decrease in professional service fees.
Current report
Depreciation and amortization expenses increased by $0.7 million, or 6%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase resulted primarily from an increase in amortization related to capitalized development activities for our online platform.
Current report
Interest expense – net increased by $0.3 million, or 5%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase resulted primarily from lower interest income earned on our cash balances.
Current report
Other Expense – Net
Current report
Income Tax Benefit
Current report
Income tax benefit increased by $4.4 million, or 137%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase resulted primarily from the fact there was no longer a redeemable noncontrolling interests adjustment for VSI’s allocable share of Hoya Intermediate’s income (loss) during the three months ended March 31, 2026, as well as the impact of 2026 losses for which no tax benefit was recognized.
Current report
Liquidity & Capital Resources
Current report
2022 First Lien Loan & Revolving Facility
Current report
2024 First Lien Loan
Current report
2025 First Lien Loan
Current report
Outstanding Debt
Current report
TRA
Current report
Net cash provided by operating activities during the three months ended March 31, 2026 was $46.0 million, which was primarily related to a net loss of $14.6 million, net non-cash charges of $17.3 million, and net cash inflows from a $43.3 million change in operating assets and liabilities. The net cash inflows from the change in operating assets and liabilities were primarily due to an increase in Accounts payable resulting from an increase in amounts payable to ticket sellers resulting from seasonal fluctuations and timing of disbursements.
Current report
Net cash used in financing activities during the three months ended March 31, 2026 was $1.8 million, which was primarily related to the required quarterly principal payment for the 2025 First Lien Loan and payments toward a domain name that was acquired in 2024.
Current report
Critical Accounting Policies & Estimates
Current report
Goodwill – Net
Current report
Goodwill is not subject to amortization and is reviewed for impairment annually, or more frequently if events or changes in circumstances indicate an impairment may have occurred. If we determine that it is more likely than not that the fair value of our goodwill is less than its carrying value, we then perform a quantitative assessment. Based upon the results of that assessment, if the carrying value of our goodwill exceeds its fair value, (i) the recorded goodwill will be written down and (ii) a non-cash impairment expense will be recorded in the Consolidated Statements of Operations.
Current report
As discussed in our 2025 Form 10-K, during the year ended December 31, 2025, we determined that the estimated fair value of the Marketplace Reporting Unit was lower than its carrying value. Consequently, during the year ended December 31, 2025, we recognized a non-cash impairment expense of $660.7 million related to our goodwill, $297.4 million of which was recognized as of June 30, 2025 and $363.3 million of which was recognized as of October 31, 2025. At December 31, 2025, accumulated impairment charges related to our goodwill were $1,037.8 million.
Current report
During the three months ended March 31, 2026, there were no changes in the accumulated impairment charges related to our goodwill.
Current report
Indefinite-Lived Intangible Assets
Current report
Similar to goodwill, our indefinite-lived intangible assets are not subject to amortization and are reviewed for impairment annually, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. If we determine that it is more likely than not that the fair value of our indefinite-lived intangible assets is less than their carrying value, we then perform a quantitative assessment. Based upon the results of that assessment, if the carrying value of our indefinite-lived intangible assets exceeds their fair value, a non-cash impairment expense will be recorded in the Consolidated Statements of Operations.
Current report
As discussed in our 2025 Form 10-K, during the year ended December 31, 2025, we determined that the estimated fair value of certain indefinite-lived trademarks was lower than their carrying value. Consequently, during the year ended December 31, 2025, we recognized a non-cash impairment expense of $62.3 million related to certain indefinite-lived trademarks, $23.0 million of which was recognized as of June 30, 2025 and $39.3 million of which was recognized as of October 31, 2025. At December 31, 2025, accumulated impairment charges related to our indefinite-lived intangible assets were $141.0 million.
Current report
The fair value of certain indefinite-lived trademarks in the quantitative impairment tests performed as of June 30, 2025 and October 31, 2025 was determined using the relief-from-royalty method, a detailed valuation methodology that involves the application of reasonable royalty rates to a net sales stream using the discounted cash flow method.
Current report
During the three months ended March 31, 2026, there were no changes in the accumulated impairment charges related to our indefinite-lived intangible assets.
Removed paragraphs (26)
Previous report
A key component of our online platform is Skybox, a proprietary enterprise resource planning (“ERP”) tool that is used by the majority of ticket sellers. Skybox is a free-to-use system that helps ticket sellers manage ticket inventories, adjust pricing, and fulfill orders across multiple ticket resale marketplaces. Professional ticket sellers use ERPs to manage their operations, and Skybox is their most widely adopted ERP.
Previous report
Corporate Simplification
Previous 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;
Previous report
Current Environment and Cost Reduction Program
Previous report
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 report
Relates to the remeasurement of the TRA liability, which is not considered indicative of our core operating performance.
Previous report
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 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.
Previous report
Total general and administrative expenses decreased by $1.1 million, or 2%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 primarily due to a decrease in other general and administrative expenses. Total general and administrative expenses decreased by $10.2 million, or 7%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 primarily due to a decrease in personnel expenses.
Previous report
Non-income tax expense 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 decreased by $3.6 million, or 93%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The decreases resulted primarily from receiving higher abatements and recognizing other reductions to the balance of the liability related to uncollected indirect taxes (including sales taxes).
Previous report
Other general and administrative expenses decreased by $1.0 million, or 8%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease resulted primarily from lower professional services fees. Other general and administrative expenses increased by $1.9 million, or 5%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase resulted primarily from an increase in computer and telecom expenses.
Previous report
Depreciation and amortization expenses increased by $3.1 million, or 29%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and increased by $6.0 million, or 19%, during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increases resulted primarily from an increase in intangible assets as a result of our October 2024 acquisition of a domain name that we had previously licensed and, to a lesser extent, an increase in capitalized development activities related to our platform.
Previous report
Impairment Charges
Previous report
Impairment charges were $320.4 million during the nine months ended September 30, 2025 compared to zero during the nine months ended September 30, 2024. The impairment charges resulted primarily from 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 that resulted in a reduction in the fair values of our goodwill and certain indefinite-lived intangible assets.
Previous report
Interest expense – net decreased by $0.2 million during the three months ended September 30, 2025 compared to the three months ended September 30, 2024 and increased by $0.7 million during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The 3% decrease and 4% increase were primarily due to variations in the amount of interest income earned on our cash balances in each respective period.
Previous report
Other Income – Net
Previous report
Income Tax Expense (Benefit)
Previous 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.
Previous report
Liquidity and Capital Resources
Previous report
In connection with our acquisition of Wavedash, we assumed long-term debt owed to Shoko Chukin Bank (the “Shoko Chukin Bank Loan”) of JPY 458.3 million (approximately $3.1 million), which had an original maturity date of June 24, 2026 and was subject to a fixed interest rate of 1.3% per annum. On April 4, 2024, we paid off the Shoko Chukin Bank Loan balance in its entirety.
Previous report
Tax Distributions to Redeemable Noncontrolling Interests
Previous report
Pursuant to its Limited Liability Company Agreement, Hoya Intermediate is required to make pro rata tax distributions to its members, of which zero and $1.7 million was distributed to redeemable noncontrolling interests during the three and nine months ended September 30, 2025, respectively.
Previous report
Tax distributions will cease as a result of the Corporate Simplification. See the “Recent Developments – Corporate Simplification” section for more information.
Previous report
Net cash provided by operating activities was $6.1 million during the nine months ended September 30, 2024 due to $18.7 million in net income, net non-cash charges of $70.2 million, and net cash outflows from a $82.8 million change in operating assets and liabilities.
Previous report
Net cash provided by financing activities during the nine months ended September 30, 2024 was $87.9 million, which was primarily related to the June 2024 refinancing of the 2022 First Lien Loan with the 2024 First Lien Loan.
Previous report
Critical Accounting Policies and Estimates
Reworded paragraphs (79)
Previous wording
We are an online ticket marketplace that utilizes our technology platform to connect fans of live events seamlessly with ticket sellers. Our mission is to empower and enable fans to Experience It Live. We believe in the power of shared experiences to connect people with live events that deliver some of life’s most exciting moments. We operate a technology platform and marketplace that enables consumers to easily discover and purchase tickets to live events and book hotel rooms and packages while enabling ticket sellers and partners to seamlessly manage their operations. We differentiate from competitors by offering an extensive breadth and depth of ticket listings at a competitive value.
Current wording
We are an online ticket marketplace that utilizes our technology platform to connect fans of live events seamlessly with ticket sellers. We believe in the power of shared experiences to connect people with live events that deliver some of life’s most exciting moments, and our mission is to empower and enable fans to Experience It Live.
Previous 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):
Current wording
The following table summarizes our Marketplace Gross Order Value (“Marketplace GOV”), revenues, net loss, and adjusted EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):
Previous wording
See the “Key Business Metrics and Non-U.S. GAAP Financial Measure” section below for more information on Marketplace GOV and adjusted EBITDA, which is a financial measure not defined under accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Current wording
See the “Key Business Metrics & Non-U.S. GAAP Financial Measure” section below for more information on Marketplace GOV and adjusted EBITDA, which is a financial measure not defined under accounting principles generally accepted in the United States of America (“U.S. GAAP”).
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 (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.
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 our:
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 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.
Current wording
The amount of Marketplace revenue earned in a given period is primarily represented by service and delivery fees charged to buyers. We also earn Marketplace revenue from referral fees charged to third-party providers of event insurance that we offer to buyers. Until it ceased operations on July 18, 2025, we also earned Marketplace revenue from Vivid Picks, a real-money daily fantasy sports mobile app, which represented the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives.
Previous wording
The main costs we incur in our Marketplace segment relate to developing and maintaining our online platform, providing back-office support and customer service, facilitating payments and deposits, and shipping non-electronic tickets. We also incur substantial marketing costs, primarily related to online advertising.
Current wording
The main costs we incur in our Marketplace segment relate to developing and maintaining our platform, providing back-office support and customer service, facilitating payments and deposits, and shipping non-electronic tickets. We also incur substantial marketing costs, primarily related to online advertising.
Previous 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.
Current wording
On August 5, 2025, we effected 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”). All share and per share amounts included in this Report have been adjusted to reflect the Reverse Stock Split.
Previous wording
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 wording
The Reverse Stock Split affected all stockholders 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 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 Reverse Stock Split did not affect the number of authorized shares or the par value of our common stock.
Previous wording
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 wording
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: (i) 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; (ii) all 3,811,250 outstanding shares of Class B common stock (and corresponding common units of Hoya Intermediate (“Intermediate Units”)) were exchanged for an equal number of shares of Class A common stock, following which we cancelled all outstanding shares, and instruments representing the right to purchase shares, of Class B common stock; (iii) the warrant agreements relating to the warrants issued to Hoya Topco in connection with the Merger Transaction (the “Intermediate Warrants”) were amended to, in lieu of providing for the right to purchase Intermediate Units and allowing for cash redemption at the discretion of the holder, instead provide for the right to purchase equal numbers of shares of Class A common stock at equal exercise prices and not allow for cash redemption; (iv) all rights and obligations under the Tax Receivable Agreement (the “TRA”) entered into with the existing Hoya Intermediate unitholders and Hoya Intermediate’s Limited Liability Company Agreement were terminated (in each case other than certain terms thereof that expressly survived); and (v) we issued an aggregate of 403,022 shares of Class A common stock to the TRA Parties.
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 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.
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 were under pressure during the year ended December 31, 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 year ended December 31, 2025 we implemented a cost reduction program designed to right-size our business for the current environment and drive enhanced long-term efficiency.
Previous wording
We use the following metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe these metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as management.
Current wording
We use the following key business metrics and non-U.S. GAAP financial measure to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe this information is useful to investors and others in understanding and evaluating our results of operations in the same manner as management.
Previous 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):
Current wording
The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three months ended March 31, 2026 and 2025 (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 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.
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 months ended March 31, 2026 and 2025, event cancellations negatively impacted Marketplace GOV by $9.0 million and $15.5 million, 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 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.
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 months ended March 31, 2026 and 2025, our Marketplace segment experienced 29,434 and 42,353 event cancellations, 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 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.
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 months ended March 31, 2026 and 2025, our Resale segment experienced 467 and 885 event cancellations, respectively.
Previous wording
Adjusted EBITDA is a non-U.S. GAAP financial measure that we believe provides useful information to investors and others in understanding and evaluating our results of operations and serves as a useful measure for making period-to-period comparisons of our business performance. See the “Adjusted EBITDA” section below for more information, including a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable U.S. GAAP financial measure.
Current wording
Adjusted EBITDA is a non-U.S. GAAP financial measure that we believe provides useful information to investors and others in understanding and evaluating our results of operations and serves as a useful measure for making period-to-period comparisons of our business performance. See the “Adjusted EBITDA” section below for more information, including a reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure.
Previous wording
Marketplace GOV is a key driver of Marketplace revenue. Marketplace GOV represents the total transactional amount of Marketplace orders processed on our online platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations. Marketplace GOV reflects our ability to attract and retain customers and provides insight into the overall health of the industry.
Current wording
Marketplace GOV is a key driver of Marketplace revenues. 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. Marketplace GOV reflects our ability to attract and retain customers and provides insight into the overall health of the industry.
Previous wording
Marketplace GOV can be impacted by seasonality. Typically, we experience slightly increased activity in the fourth quarter when all major sports leagues are in season, concert on-sales begin for the following year, and theater event orders increase during the holiday season. Quarterly fluctuations in Marketplace GOV can result from, among other things:
Current wording
Marketplace GOV can be impacted by seasonality. Historically, we have experienced slightly increased activity in the fourth quarter when all major sports leagues are in season, concert on-sales begin for the following year, and theater event orders increase during the holiday season. However, these fluctuations have recently become less predictable. Quarterly fluctuations in Marketplace GOV can result from, among other things:
Previous 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.
Current wording
Marketplace GOV decreased by $208.0 million, or 25%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease resulted primarily from a decrease in Marketplace orders.
Previous wording
Marketplace orders represent the volume of Marketplace-related transactions processed on our online platform in a period, net of event cancellations. A Marketplace order can include one or more tickets, hotel rooms, or parking passes. Marketplace orders allow us to monitor transaction volume and better identify trends within our Marketplace segment.
Current wording
Marketplace orders represent the total volume of Marketplace segment transactions processed on our online platform during a period, net of event cancellations. A Marketplace order can include one or more tickets, hotel rooms, or parking passes. Marketplace orders allow us to monitor transaction volume and better identify trends within our Marketplace segment.
Previous 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.
Current wording
Marketplace orders decreased by 0.6 million, or 25%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease resulted primarily from lower activity in our Marketplace segment.
Previous wording
Resale orders represent the volume of Resale-related transactions processed on a given platform (including our own) in a period, net of event cancellations. A Resale order can include one or more tickets or parking passes. Resale orders allow us to monitor transaction volume and better identify trends within our Resale segment.
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. A Resale order can include one or more tickets or parking passes. Resale orders allow us to monitor transaction volume and better identify trends within our Resale segment.
Previous 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.
Current wording
Resale orders decreased by less than 0.1 million, or 22%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease resulted primarily from lower activity in our Resale segment.
Previous wording
We believe adjusted EBITDA is a useful measure for understanding, evaluating, and highlighting trends in our operating results and for making period-to-period comparisons of our business performance because it excludes the impact of items that are outside of our control and/or not reflective of ongoing performance related directly to the operation of our business.
Current wording
We believe adjusted EBITDA is useful for understanding, evaluating, and highlighting trends in our operating results and for making period-to-period comparisons of our business performance because it excludes the impact of items that are outside of our control and/or not reflective of ongoing performance related directly to the operation of our business.
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 (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.
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; loss on asset disposals; change in fair value of derivative asset; foreign currency loss (gain) – net; severance compensation; change in fair value of the Intermediate Warrants; and loss on extinguishment of debt. 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 nine months ended September 30, 2025 and 2024 (in thousands):
Current wording
The following table presents a reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure, for the three months ended March 31, 2026 and 2025 (in thousands):
Previous wording
During the periods presented, we accrued for additional uncollected indirect tax liabilities in jurisdictions where we expect to remit payment to U.S. and foreign governmental tax authorities before all required amounts are collected from the customer. We also received abatements and recognized other reductions to the balance of the liability related to uncollected indirect taxes (including sales taxes).
Current wording
During the three months ended March 31, 2026 and 2025, we accrued for additional uncollected indirect tax liabilities in jurisdictions where we believed it was probable we should remit payment to U.S. and foreign governmental tax authorities before all required amounts are collected from the customer. We also received abatements and recognized other reductions to the balance of the liability related to uncollected indirect taxes (including sales taxes).
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 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.
Current wording
Consists of legal, accounting, tax, and other professional fees, integration costs, and other transaction-related expenses, none of which are considered indicative of our cofre operating performance. Costs in the three months ended March 31, 2026 primarily related to various strategic transactions and investments. Costs in three months ended March 31, 2025 primarily related to potential strategic transactions that were explored during the period, the February 2025 refinancing of the 2024 First Lien Loan (as defined herein), repurchases of Class A common stock, and various strategic transactions and investments.
Previous 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.
Current wording
Relates to equity granted by us pursuant to our 2021 Incentive Award Plan, as amended, which is not considered indicative of our core operating performance.
Previous wording
Relates to the revaluation of derivatives recorded at fair value, which is not considered indicative of our core operating performance.
Current wording
Relates to the revaluation of derivatives recorded at fair value, which revaluations are not considered indicative of our core operating performance.
Previous wording
Relates to net losses (gains) resulting from the impact of exchange rate changes on transactions denominated in non-functional currencies, which are not considered indicative of our core operating performance.
Current wording
Relates to net realized and unrealized losses (gains) resulting from the impact of exchange rate changes on transactions denominated in non-functional currencies, which are not considered indicative of our core operating performance.
Previous 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.
Current wording
Relates to severance-related payments made to terminated employees as a result of a reduction in employee headcount and the departure of certain members of our leadership team, which are not considered indicative of our core operating performance.
Previous 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.
Current wording
Relates to losses incurred in connection with the extinguishment of the 2024 First Lien Loan, which are not considered indicative of our core operating performance.
Previous 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.
Current wording
During the three months ended March 31, 2026, there were no material changes to the “Key Factors Affecting Our Performance” discussed in our 2025 Form 10-K. Our financial position and results of operations depend to a significant extent on those factors.
Previous wording
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Current wording
Comparison of the Three Months Ended March 31, 2026 and 2025
Previous 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):
Current wording
The following table presents our results of operations for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Previous 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):
Current wording
The following table presents total revenues by segment for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Previous 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.
Current wording
Total revenues decreased by $38.2 million, or 23%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease resulted primarily from a decrease in Marketplace revenues.
Previous 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):
Current wording
The following table presents Marketplace revenues by event category for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Previous 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.
Current wording
Marketplace revenues decreased by $36.2 million, or 27%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease resulted primarily from, and was relatively consistent with, the 25% decrease in Marketplace orders during the same period.
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Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Owned Properties, which consist of: the Vivid Seats mobile app and website; Vegas.com, an online ticket marketplace for shows, attractions, tours, flights, and hotels in Las Vegas, which we acquired in 2023; and Wavedash, an online ticket marketplace headquartered in Tokyo, Japan, which we acquired in 2023.
Current report — wording carried from elsewhere
Private Label Offering, which consists of numerous distribution partners.
Current report — wording carried from elsewhere
Using our online platform, we facilitate buyer payments, coordinate ticket deliveries, and provide customer service. We do not hold ticket inventory in our Marketplace segment.
Current report — wording carried from elsewhere
Non-income tax expense increased by $1.9 million, or 131%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase resulted primarily from accruing for additional uncollected indirect tax liabilities in jurisdictions where we believed it was probable we should remit payment to U.S. and foreign governmental tax authorities before all required amounts are collected from the customer.
Rearranged previous paragraphs (8)
Previous report — wording carried elsewhere
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;
Previous report — wording carried elsewhere
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;
Previous report — wording carried elsewhere
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
Previous report — wording carried elsewhere
We issued an aggregate of 403,022 shares of Class A common stock (after rounding down any fractional shares) to the TRA Parties.
Previous report — wording carried elsewhere
All share and per share amounts included in this Report have been adjusted to reflect the Reverse Stock Split.
Previous report — wording carried elsewhere
Key Business Metrics and Non-U.S. GAAP Financial Measure
Previous report — wording carried 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,
Previous report — wording carried elsewhere
Net Cash Provided by (Used In) Financing Activities