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 Risk Factors?
Read the current filingPrevious 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 InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0001193125-26-331507
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.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (169)
Current report
Set forth below are certain risks that could cause actual results to differ materially from those contemplated by the forward-looking statements contained in this Report. These are not the only risks we face. Additional risks that are currently unknown or believed not to be material may also impact actual results. These risks should be carefully considered together with the other information set forth in this Report and our other filings with the SEC.
Current report
We are adversely affected by decreases in the supply of and/or demand for live events.
Current report
We may be adversely affected by adverse changes in our relationships with ticket buyers, sellers, and/or partners.
Current report
We may be adversely affected by changes to internet search engine algorithms and mobile app marketplace rules.
Current report
We may be adversely affected if we fail to adapt to the impact of AI on how consumers search for live event tickets.
Current report
We face intense competition in the ticketing industry, and we may be adversely affected if we are unable to attract ticket buyers and sellers to our platform.
Current report
We may be adversely affected if we do not continue to maintain and improve our platform, or to successfully develop new and improved solutions and enhancements.
Current report
We may be adversely affected if we are unable to maintain and enhance our reputation and brand.
Current report
We may be adversely affected by extraordinary events, including disease epidemics, or the effects of inflation.
Current report
We may be adversely affected if any completed or future business acquisition is unsuccessful.
Current report
We may be adversely affected if we are unable to manage the risks associated with the growth of our international operations.
Current report
Our financial performance in certain periods may not be indicative of, or comparable to, our financial performance in other periods due to seasonality and other factors.
Current report
Impairment of our goodwilland certain indefinite-lived trademarkshas adversely affected, and may in the future adversely affect, our financial results and condition.
Current report
Risks Related to Government Regulation & Litigation
Current report
We depend on the ability of ticket holders to sell their tickets on the secondary market unencumbered, and our business and industry may be adversely affected by unfavorable legislative outcomes.
Current report
Our processing of personal data and other sensitive information could give rise to liabilities as a result of governmental regulation, litigation, and conflicting legal requirements, including those relating to personal privacy, data security, and AI.
Current report
We may be adversely affected by unfavorable outcomes in legal proceedings in which we, ticket sellers, or our partners are or may in the future be involved.
Current report
Risks Related to Information Technology, Cybersecurity & Intellectual Property
Current report
We may be adversely affected by system interruptions and the lack of integration and redundancy in our and third-party information systems and infrastructure.
Current report
We may be adversely affected if our information technology systems, or those of third parties with whom we conduct business, are compromised.
Current report
Our payment system depends on third-party providers and is subject to risks that may adversely affect our business.
Current report
Our credit facility imposes restrictions that limit management’s discretion in operating our business, which could impair our ability to satisfy our debt obligations.
Current report
We may be unable to generate sufficient cash flows and/or obtain additional financing when necessary or desirable.
Current report
Risks Related to the Ownership of Our Securities & Organizational Structure
Current report
The interests of our significant stockholders may conflict with those of us or our other stockholders.
Current report
Our principal assets are the equity interests in our subsidiaries, and we are accordingly dependent upon our subsidiaries’ cash flows to satisfy our obligations.
Current report
We previously identified and remediated a material weakness in our internal control over financial reporting (“ICFR”), and we may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls.
Current report
We are an “emerging growth company” (“EGC”) and an SRC, and our reliance on certain reporting requirement exemptions available to EGCs and/or SRCs could make our securities less attractive to investors.
Current report
The issuance of new shares of Class A common stock, including upon the exercise of outstanding warrants, would increase the number of shares eligible for resale in the public market and dilute the ownership and voting power of our existing stockholders.
Current report
We are adversely affected by decreases in the supply of and/or demand for live events.
Current report
The supply of live events depends on several factors, many of which are outside of our control. We rely on artists and sports teams to perform and play at live events, and scenarios such as artists deciding to perform less frequently or at smaller venues, sports league lockouts, promoters or event venues failing to correctly anticipate demand for particular events, or negative trends in the entertainment and/or sporting industries that cause a reduction in the number or availability of live events adversely affect our business, financial condition, and results of operations.
Current report
Our business also depends on demand for and attendance at live events, which is affected by, among other things, discretionary consumer and corporate spending. Many factors impact such spending, including economic conditions (e.g., unemployment levels, interest rates, inflation, and commodity prices), changes to tax rates/laws, public safety concerns, and other extraordinary events. Reduced discretionary spending, as well as other negative business or industry conditions or trends, can decrease demand for and attendance at live events, as well as reduce ticket sales, which adversely affect our revenue and operating results.
Current report
All of these risks may become more acute during periods of economic slowdown, recession, and uncertainty. For example, the COVID-19 pandemic and related economic slowdown materially and adversely impacted our business, including due to event restrictions and cancellations. While live events are now generally held at pre-pandemic scope and scale, there can be no assurance that the supply of and/or demand for such events will not be negatively impacted by any future economic slowdown, recession, or uncertainty, which would adversely affect our business, financial condition, and results of operations.
Current report
We may be adversely affected by adverse changes in our relationships with ticket buyers, sellers, and/or partners.
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Removed paragraphs (2)
Previous report
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.