Vivid Seats Inc.
For the period ended Jun 30, 2026. Filed Aug 4, 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.
Jun 30, 2026 · Filed Aug 4, 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 2026-03-31; filed 2026-05-05.
0001193125-26-204975
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001193125-26-331507
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 178 previous paragraphs and 187 current paragraphs.
101 unchanged; 62 reworded; 23 added; 14 removed; 1 previous and 1 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 (23)
Current report
Marketplace GOV decreased by $26.1 million, or 4%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $234.1 million, or 16%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases resulted primarily from a decrease in Marketplace orders partly offset by an increase in average order size for sports (which increase was primarily driven by the 2026 FIFA World Cup, whose unique North American hosting created an extraordinary demand environment not expected to recur in future periods, and is not necessarily indicative of the underlying run rate of our business).
Current report
Relates to the remeasurement and settlement of the TRA liability, which remeasurements and settlements are not considered indicative of our core operating performance.
Current 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.
Current report
Marketplace revenues decreased by $10.5 million, or 9%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily as a result of a decrease in Marketplace orders partly offset by an increase in average order size for sports (which increase was primarily driven by the 2026 FIFA World Cup, whose unique North American hosting created an extraordinary demand environment not expected to recur in future periods, and is not necessarily indicative of the underlying run rate of our business). Marketplace revenues decreased by $46.7 million, or 19%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease resulted primarily from, and was relatively consistent with, the 21% decrease in Marketplace orders during the same period.
Current report
Resale revenues decreased by $3.2 million, or 11%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $5.2 million, or 9%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases resulted primarily from a decrease in Resale orders.
Current report
Total cost of revenues decreased by $3.8 million, or 9%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $9.1 million, or 10%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases resulted primarily from a decrease in Resale cost of revenues.
Current report
Resale cost of revenues decreased by $3.1 million, or 13%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $4.0 million, or 8%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases, which were primarily due to a decrease in Resale orders, were relatively consistent with the 11% and 9% decreases in Resale revenues during the same respective periods.
Current report
Total marketing and selling expenses decreased by $1.0 million, or 2%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $15.2 million, or 13%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Marketing and selling expenses largely relate to Owned Properties, and the decreases were relatively consistent with the 4% and 12% decreases in Owned Properties revenues during the same respective periods.
Current report
Online advertising costs increased by $1.8 million, or 4%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase resulted primarily from greater investment in digital performance marketing channels within Owned Properties. Online advertising costs decreased by $10.4 million, or 10%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was relatively consistent with the 12% decrease in Owned Properties revenues during the same period.
Current report
Marketplace contribution margin decreased by $8.8 million, or 21%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $26.4 million, or 29%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases resulted primarily from a decrease in Marketplace orders and revenues.
Current report
Impairment Charges
Current report
Impairment charges were $320.4 million during the three and six months ended June 30, 2025, compared to zero during the three and six months ended June 30, 2026. The impairment charges resulted primarily from the effects of 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 that resulted in a reduction of the fair values of our goodwill and certain indefinite-lived intangible assets.
Current report
Income Tax Expense (Benefit)
Current report
Income tax expense decreased by $75.2 million, or 99%, and income tax benefit increased by $79.6 million, or 100%, during the three and six months ended June 30, 2026, respectively, compared to the three and six months ended June 30, 2025, primarily due to recognition of a valuation allowance during the three and six months ended June 30, 2025.
Current report
2022 First Lien Loan & 2022 Revolving Facility
Current report
Letter of Credit Sublimit Increase
Current report
On June 23, 2026, the letter of credit sublimit under the 2022 Revolving Facility was increased from $10.0 million to $25.0 million. As of June 30, 2026, availability under the 2022 Revolving Facility was reduced by $22.0 million due to outstanding letters of credit.
Current report
2026 Revolving Facility
Current report
On August 3, 2026, we terminated the 2022 Revolving Facility in full and entered into a new $75.0 million revolving credit facility (the “2026 Revolving Facility”) with a maturity date of August 3, 2029 (or, if earlier, the date that is 91 days prior to the maturity date then in effect for certain indebtedness in an individual outstanding amount in excess of $20.0 million). Vegas.com, LLC, our wholly owned subsidiary (“VDC”), is the borrower under the 2026 Revolving Facility.
Current report
Borrowings in U.S. dollars under the 2026 Revolving Facility bear interest at a rate of, at our option, (i) Term SOFR (as defined in the 2026 Revolving Facility) plus a margin of 3.750% per annum or (ii) an alternate base rate plus a margin of 2.75% per annum. In addition, a commitment fee accrues on the daily average unused amount of the revolving commitments under the 2026 Revolving Facility at a rate of 0.425% per annum and is payable quarterly in arrears. The 2026 Revolving Facility contains a springing financial covenant that requires compliance with a first lien leverage ratio as of the end of any fiscal quarter when borrowings thereunder exceed a certain level. All obligations under the 2026 Revolving Facility are (i) unconditionally guaranteed by VDC-MGG Holdings, LLC, the sole member of VDC, and, subject to certain exceptions, all direct and indirect wholly owned subsidiaries thereof (collectively, the “VDC Guarantors”) and (ii) guaranteed, up to $60.0 million in the aggregate, by certain of our other subsidiaries. All obligations under the 2026 Revolving Facility are secured, subject to certain permitted liens and other exceptions, by first-priority perfected security interests in (i) substantially all assets of VDC and the VDC Guarantors and (ii) the equity interests of Wavedash Co., Ltd., our wholly owned subsidiary.
Current report
VDC is subject to certain reporting and compliance-related covenants under the 2026 Revolving Facility. These covenants, among other things, limit VDC’s ability to incur additional indebtedness, make investments, dispose of assets, enter into transactions with affiliates, create liens, merge or consolidate, and make certain payments (in each case, subject to customary exceptions). Non-compliance with these covenants and a failure to remedy any such non-compliance could result in the acceleration of the outstanding borrowings or foreclosure on the collateral.
Current report
Availability under the 2026 Revolving Facility is reduced by any outstanding letters of credit.
Current report
Tax Receivable Agreement
Removed paragraphs (14)
Previous report
Reverse Stock Split
Previous report
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 report
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 report
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 report
Total cost of revenues decreased by $5.3 million, or 12%, 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 cost of revenues.
Previous report
Resale cost of revenues decreased by $0.9 million, or 4%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease, which was primarily due to a decrease in Resale orders, was not consistent with the 7% decrease in Resale revenues during the same period, primarily due to lower margins for certain Resale event categories.
Previous report
Total marketing and selling expenses decreased by $14.2 million, or 22%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was not consistent with the 27% decrease in Marketplace revenues during the same period, primarily due to higher investment intensity in digital performance marketing channels.
Previous report
Online advertising costs decreased by $12.2 million, or 21%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Since online marketing spend is largely performance-based and fluctuates with order volume, the decrease was driven mainly by a decrease in Marketplace orders, partly offset by greater investment in digital performance marketing channels.
Previous 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.
Previous report
Marketplace contribution margin decreased by $17.7 million, or 36%, 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 and higher investment intensity in digital performance marketing channels.
Previous report
Income Tax Benefit
Previous 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.
Previous report
2022 First Lien Loan & Revolving Facility
Reworded paragraphs (62)
Previous wording
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 wording
For ticket sellers, we offer a variety of products and services designed to help their businesses thrive. In particular, Skybox, our industry-leading enterprise resource planning 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.
Previous 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):
Current wording
The following table summarizes our Marketplace Gross Order Value (“Marketplace GOV”), revenues, net loss, and adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (in thousands):
Previous wording
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 wording
During the three and six months ended June 30, 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.
Previous 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):
Current 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, 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 months ended March 31, 2026 and 2025, event cancellations negatively impacted Marketplace GOV by $9.0 million and $15.5 million, 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 six months ended June 30, 2026, event cancellations negatively impacted Marketplace GOV by $16.4 million and $25.4 million, respectively, compared to $20.3 million and $35.8 million during the three and six months ended June 30, 2025, 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 months ended March 31, 2026 and 2025, our Marketplace segment experienced 29,434 and 42,353 event cancellations, 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 six months ended June 30, 2026, our Marketplace segment experienced 30,767 and 60,201 event cancellations, respectively, compared to 47,845 and 90,198 event cancellations during the three and six months ended June 30, 2025, 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 months ended March 31, 2026 and 2025, our Resale segment experienced 467 and 885 event cancellations, 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 six months ended June 30, 2026, our Resale segment experienced 605 and 1,072 event cancellations, respectively, compared to 1,276 and 2,161 event cancellations during the three and six months ended June 30, 2025, 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 loss, the most directly comparable U.S. GAAP financial measure.
Current wording
Adjusted EBITDA is a non-U.S. GAAP financial measure. 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 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.
Current wording
Marketplace orders decreased by 0.3 million, or 16%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by 0.9 million, or 21%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases resulted primarily from lower activity in our Marketplace segment.
Previous 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.
Current wording
Resale orders decreased by less than 0.1 million, or 13%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by less than 0.1 million, or 18%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases resulted primarily from lower activity in our Resale segment.
Previous wording
We present adjusted EBITDA, which is a non-U.S. GAAP financial measure, because it is a key measure used by analysts, investors, and others to evaluate companies in our industry. Adjusted EBITDA is also used by management to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.
Current wording
Adjusted EBITDA is a non-U.S. GAAP financial measure that is used by investors and others to evaluate companies in our industry. Adjusted EBITDA is also used by management to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.
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; 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.
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; loss on extinguishment of debt; adjustment of liabilities under the TRA; and impairment charges. 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 loss, the most directly comparable U.S. GAAP financial measure, for the three months ended March 31, 2026 and 2025 (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 and six months ended June 30, 2026 and 2025 (in thousands):
Previous 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).
Current wording
During the three and six months ended June 30, 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 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.
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 core operating performance. Costs in the three and six months ended June 30, 2026 primarily related to various strategic transactions and investments. Costs in three and six months ended June 30, 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
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.
Current wording
Relates to equity incentive awards granted to our employees, directors, and consultants pursuant to our 2021 Incentive Award Plan (as amended, the “Incentive Award Plan”) and shares of Class A common stock purchased by our employees pursuant to our 2021 Employee Stock Purchase Plan, neither of which are considered indicative of our core operating performance.
Previous wording
Relates to external legal costs, settlement costs, and insurance recoveries, none of which are considered indicative of our core operating performance.
Current wording
Relates to external legal costs, settlement costs, and insurance recoveries related to certain non-ordinary course legal and regulatory matters that are not considered indicative of our core operating performance.
Previous wording
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 wording
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 “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Recent Developments–Corporate Simplification” section of this Report).
Previous 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.
Current wording
During the six months ended June 30, 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 Months Ended March 31, 2026 and 2025
Current wording
Comparison of the Three and Six Months Ended June 30, 2026 and 2025
Previous wording
The following table presents our results of operations for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Current wording
The following table presents our results of operations for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
Previous wording
The following table presents total revenues by segment for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Current wording
The following table presents total revenues by segment for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
Previous 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.
Current wording
Total revenues decreased by $13.7 million, or 10%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $51.9 million, or 17%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases resulted primarily from a decrease in Marketplace revenues.
Previous wording
The following table presents Marketplace revenues by event category for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Current wording
The following table presents Marketplace revenues by event category for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
Previous wording
Marketplace cancellation charges, which generally have a negative impact on Marketplace revenues, represented a reduction to Marketplace revenues of $5.1 million and $5.3 million during the three months ended March 31, 2026 and 2025, respectively. The decrease resulted primarily from lower payment-related chargeback activity primarily due to a decrease in Marketplace orders and fewer event cancellations in our Marketplace segment, 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 $4.6 million and $9.7 million during the three and six months ended June 30, 2026, respectively, compared to a reduction to Marketplace revenues of $4.2 million and $9.5 million during the three and six months ended June 30, 2025, respectively. The increases resulted primarily from lower Marketplace revenues recognized from customer credit breakage, partly offset by lower payment-related chargeback activity due to a decrease in Marketplace orders.
Previous wording
The following table presents Marketplace revenues by business model for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Current wording
The following table presents Marketplace revenues by business model for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
Previous wording
The decrease in both Owned Properties and Private Label Offering revenues during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 resulted primarily from a decrease in Marketplace orders, as well as the loss of a significant Private Label Offering distribution partner.
Current wording
The decrease in both Owned Properties and Private Label Offering revenues during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 resulted primarily from a decrease in Marketplace orders and, in the case of Private Label Offering revenues, the loss of a significant Private Label Offering distribution partner.
Previous wording
We also earn Marketplace revenues in the form of referral fees charged to third-party insurance providers in exchange for offering event insurance to ticket buyers. Marketplace revenues earned from referral fees were $3.5 million and $5.9 million during the three months ended March 31, 2026 and 2025, respectively. The decrease resulted primarily from a decrease in Marketplace orders.
Current wording
We also earn Marketplace revenues in the form of referral fees charged to third-party insurance providers in exchange for offering event insurance to ticket buyers. Marketplace revenues earned from referral fees were $3.4 million and $6.9 million during the three and six months ended June 30, 2026, respectively, compared to $4.5 million and $10.3 million during the three and six months ended June 30, 2025, respectively. The decreases resulted primarily from a decrease in Marketplace orders and a decline in the insurance attachment rate to orders.
Previous wording
Resale cancellation charges, which generally have a negative impact on Resale revenues, represented a reduction to Resale revenues of $0.3 million and $0.5 million during the three months ended March 31, 2026 and 2025, respectively. The decrease resulted primarily from a decrease in Resale orders.
Current wording
Resale cancellation charges, which generally have a negative impact on Resale revenues, represented a reduction to Resale revenues of $0.5 million and $0.8 million during the three and six months ended June 30, 2026, respectively, compared to a reduction to Resale revenues of $0.7 million and $1.2 million during the three and six months ended June 30, 2025, respectively. The decreases resulted primarily from a decrease in Resale orders.
Previous wording
The following table presents total cost of revenues by segment for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Current wording
The following table presents total cost of revenues by segment for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
Previous wording
Marketplace cost of revenues decreased by $4.4 million, or 21%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease, which was primarily due to a decrease in Marketplace orders, was relatively consistent with the 25% decrease in Marketplace GOV during the same period.
Current wording
Marketplace cost of revenues decreased by $0.7 million, or 4%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $5.1 million, or 13%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases, which were primarily due to a decrease in Marketplace orders, were relatively consistent with the 4% and 16% decreases in Marketplace GOV during the same respective periods.
Previous wording
The following table presents total marketing and selling expenses, which relate entirely to our Marketplace segment, by advertising category for the three months ended March 31, 2026 and 2025 (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 six months ended June 30, 2026 and 2025 (in thousands, except percentages):
Previous wording
Offline advertising costs decreased by $1.9 million, or 39%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease resulted primarily from lower spending in traditional brand marketing channels.
Current wording
Offline advertising costs decreased by $2.9 million, or 55%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $4.8 million, or 48%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases resulted primarily from lower spending in traditional brand marketing channels.
Previous wording
The following table presents total contribution margin by segment for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Current wording
The following table presents total contribution margin by segment for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
Previous 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.
Current wording
Total contribution margin decreased by $8.9 million, or 19%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $27.6 million, or 27%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases resulted primarily from a decrease in Marketplace contribution margin.
Previous wording
Resale contribution margin decreased by $1.1 million, or 16%, 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 Resale orders and lower margins for certain Resale event categories.
Current wording
Resale contribution margin decreased by $0.1 million, or 2%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily as a result of a lower Resale order volume. Resale contribution margin decreased by $1.2 million, or 10%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by a decrease in Resale orders and reduced margins for certain Resale event categories.
Previous wording
The following table presents total general and administrative expenses by category for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
Current wording
The following table presents total general and administrative expenses by category for the three and six months ended June 30, 2026 and 2025 (in thousands, except percentages):
Previous wording
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 wording
Total general and administrative expenses decreased by $13.7 million, or 30%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $28.6 million, or 30%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases 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 less than $0.1 million and $0.2 million related to severance compensation during the three and six months ended June 30, 2026, respectively.
Previous wording
Personnel expenses decreased by $11.5 million, or 35%, 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 equity-based compensation expenses and other personnel cost savings associated with the reduction in employee headcount under our strategic cost reduction program, for which we incurred personnel expenses of $0.2 million related to severance compensation during the three months ended March 31, 2026.
Current wording
Personnel expenses decreased by $13.2 million, or 39%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 and decreased by $24.8 million, or 37%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreases resulted primarily from a decrease in equity-based compensation expenses and other personnel cost savings associated with the reduction in employee headcount under our strategic cost reduction program, for which we incurred personnel expenses of less than $0.1 million and $0.2 million related to severance compensation during the three and six months ended June 30, 2026, respectively.
Previous wording
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.
Current wording
Non-income tax expense decreased by $0.4 million, or 42%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease resulted primarily from a decrease in the amount of value-added taxes owed 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. Non-income tax expense increased by $1.5 million, or 320%, during the six months ended June 30, 2026 compared to the six months ended June 30, 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.
Showing the first 40 of 62 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
As of August 3, 2026, we had the 2025 First Lien Loan outstanding and we had no outstanding borrowings under the 2026 Revolving Facility.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Resale revenues decreased by $2.0 million, or 7%, 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 Resale orders.