Vivid Seats Inc.
For the period ended Mar 31, 2026. Filed May 5, 2026.
View on SEC.govAbout this filing
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
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001193125-25-267993
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-05.
0001193125-26-204975
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe 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 20 previous paragraphs and 14 current paragraphs.
10 unchanged; 4 reworded; 0 added; 5 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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.
Removed paragraphs (5)
Previous report
We may not realize the excepted benefits of the Corporate Simplification.
Previous 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.
Previous 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.
Previous 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
(1) Excludes commissions, excise taxes, and other costs of execution.
Reworded paragraphs (4)
Previous wording
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.
Current wording
In addition to the information set forth in this Report, you should carefully consider the risks and uncertainties discussed in the “Risk Factors” section of our 2025 Form 10-K. 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. During the three months ended March 31, 2026, there were no material changes to the risk factors discussed in our 2025 Form 10-K.
Previous wording
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Current wording
Purchases of Equity Securities by the Issuer & Affiliated Purchasers
Previous wording
The following table presents information related to repurchases of Class A common stock during the three months ended September 30, 2025 (in thousands, except share and per share data):
Current wording
The following table provides information related to repurchases of Class A common stock during the three months ended March 31, 2026 (in thousands, except share and per share data):
Previous wording
(2) On February 29, 2024, our Board authorized the Share Repurchase Program for up to $100.0 million of Class A common stock. The Share Repurchase Program was publicly announced on March 5, 2024, does not have a fixed expiration date, and does not obligate us to purchase any minimum number of shares. Under the Share
Current wording
In February 2024, our Board authorized the Share Repurchase Program for up to $100.0 million of Class A common stock. The Share Repurchase Program was publicly announced in March 2024, does not have a fixed expiration date, and does not obligate us to purchase any minimum number of shares. Under the Share 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.
Rearranged previous paragraphs (1)
Previous report — wording carried 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.