Vivid Seats Inc.

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding future events and trends and the future results of Vivid Seats Inc. (“VSI”) and its subsidiaries, including Hoya Intermediate, LLC (“Hoya Intermediate”), Hoya Midco, LLC, and Vivid Seats LLC (collectively, “we,” “us,” and “our”). Words such as “anticipate,” “believe,” “can,” “continue,” “could,” “design,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “plan,” “project,” “propose,” “seek,” “should,” “target,” “will,” and “would,” as well as similar expressions that predict or indicate future events or do not relate to historical matters, are intended to identify such forward-looking statements. Such forward-looking statements may relate to, without limitation, our future operating results and financial performance and other topics such as:

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The supply of and demand for live events;

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The impact of adverse economic conditions and other factors affecting discretionary consumer and corporate spending;

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Our ability to develop and maintain relationships with ticket buyers, sellers, and partners;

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The impact of changes to internet search engine algorithms and mobile app marketplace rules;

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The impact of artificial intelligence (“AI”) on how consumers search for live event tickets;

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Our ability to attract ticket sellers and buyers to our platform in the increasingly competitive ticketing industry;

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Our ability to continue to maintain and improve our platform;

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The impact of extraordinary events, including disease epidemics;

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Our ability to identify suitable acquisition targets and to complete and realize the expected benefits of acquisitions and other strategic investments;

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Our ability to attract, hire, motivate, and retain our senior management team and other highly skilled personnel;

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Our ability to comply with applicable laws and regulations;

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The ability of ticket holders to sell their tickets on the secondary market unencumbered;

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The impact of unfavorable outcomes in legislation and legal proceedings;

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Our ability to maintain the integrity of our information systems and infrastructure, and to identify, assess, and manage relevant cybersecurity risks; and

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Our ability to generate sufficient cash flows and/or obtain additional financing when necessary or desirable.

We have based such forward-looking statements on our current expectations, estimates, forecasts, and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements are not guarantees of future performance, conditions, or results, and are subject to risks and uncertainties that can be difficult to predict and/or outside of our control. Therefore, actual results may differ materially from those contemplated by any such forward-looking statements. Such risks and uncertainties include, but are not limited to, those discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “2025 Form 10-K”), as well as in our press releases and other filings with the Securities and Exchange Commission (the “SEC”).

Except as required by applicable law, we undertake no obligation to update or revise any such forward-looking statements, which speak only as of the date of this Report (or, in the case of statements incorporated by reference herein, as of the date of the incorporated document).

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data) (Unaudited)