Vivid Seats Inc.

1. Background and Basis of Presentation

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”), provide an online ticket marketplace that enables consumers to easily discover and purchase tickets to live events and attractions and book hotel rooms and packages. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners, while offering products and services that allow ticket sellers to seamlessly manage their operations. In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own.

We have prepared these unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and Securities and Exchange Commission (“SEC”) rules that permit reduced disclosure for interim periods. Accordingly, they do not include all of the information and notes required by U.S. GAAP for comprehensive annual financial statements. In our opinion, these unaudited condensed consolidated financial statements include all adjustments that are necessary for a fair presentation of our financial position, results of operations, and cash flows for the periods presented and are of a normal, recurring nature. The results reflected in these unaudited condensed consolidated financial statements are not necessarily indicative of the results that may be expected for any other interim period or for the full year. These unaudited condensed consolidated financial statements should be read together with the audited annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (our “2025 Form 10-K”). These unaudited condensed consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Reverse Stock Split

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 these unaudited condensed consolidated financial statements have been adjusted to reflect the Reverse Stock Split.

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.

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 Intermediate Warrants (as defined herein) 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.

2. New Accounting Standards

Issued Accounting Standards Adopted

Income Taxes

In 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendments are intended to enhance the transparency and decision usefulness of income tax disclosures. We adopted the requirements during the year ended December 31, 2025 with no material impact on our consolidated financial statements, other than the impact thereof on our income taxes footnote. See Note 15, Income Taxes, for more information.

Issued Accounting Standards Not Yet Adopted

Disaggregation of Income Statement Expenses

In 2024, the FASB issued ASU 2024-03, Income Statement Reporting — Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments are intended to improve the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) included within income statement expense captions. The amendments will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The amendments are to be applied prospectively with the option for retrospective application. We are currently evaluating the impact of adopting the amendments on our future consolidated financial statements.

Software Costs

On September 18, 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends certain aspects of the accounting for and disclosure of software costs under Accounting Standards Codification (“ASC”) Subtopic 350-40, Intangibles — Goodwill and Other — Internal-Use Software. The amendments will be effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The amendments may be applied prospectively, retrospectively, or via a modified prospective transition method. We are currently evaluating the impact of adopting the amendments on our future consolidated financial statements.

Interim Reporting

On December 8, 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which updates the guidance in ASC Topic 270, Interim Reporting, by improving navigability of the required interim disclosures, clarifying when that guidance is applicable and adding a principle that requires entities to disclose events since the last annual reporting period that have a material impact on the entity. The amendments will be effective for interim periods beginning after December 15, 2027. The amendments may be applied prospectively, or retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. We are currently evaluating the impact of adopting the amendments on our future condensed consolidated financial statements, but do not expect the impact to result in incremental interim financial statement disclosures.

3. Revenue Recognition

We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. As discussed in Note 4, Segment Reporting, we have determined that we havetwo operating and reportable segments: Marketplace and Resale.

The following tables present Marketplace revenues by business model and event category for thethree and nine months ended September 30, 2026 and 2025 (in thousands):

During the three and nine months ended September 30, 2026, we recognized Resale revenues of $28.7 million and $82.9 million, respectively, compared to Resale revenues of $31.5 million and $90.9 million, respectively, during the three and nine months ended September 30, 2025.

At September 30, 2026, Deferred revenue in the Condensed Consolidated Balance Sheets was $15.0 million, which primarily relates to the Vivid Seats Rewards Program. Stamps earned under the Vivid Seats Rewards Program expire intwo tothree years, if not converted to credits, and credits expire intwo tofour years, if not redeemed. We expect to recognize all outstanding deferred revenue within thenext seven years.

At December 31, 2025, $20.0 million was recorded as Deferred revenue in the Condensed Consolidated Balance Sheets, of which $3.7 million and $13.3 million was recognized as revenue during the three and nine months ended September 30, 2026, respectively.

At December 31, 2024, $23.8 million was recorded as Deferred revenue in the Condensed Consolidated Balance Sheets, of which $3.2 million and $12.9 million was recognized as revenue during the three and nine months ended September 30, 2025, respectively.

4. Segment Reporting

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the entity’s Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. Our CODM is our Chief Executive Officer.

We have determined that we havetwo operating and reportable segments: Marketplace and Resale. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners within our online ticket marketplace, through which we earn revenue processing ticket sales for live events and attractions and from facilitating the booking of hotel rooms and packages. In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own.

For both segments, our CODM uses contribution margin (defined as revenues less cost of revenues and marketing and selling expenses) as a means to allocate resources, evaluate performance, and make strategic decisions during the annual budgeting and forecasting process. Contribution margin forms the basis for measuring trends in performance and comparing the relative potential of various initiatives.

Cost of revenues largely consist of payment processing fees for our Marketplace segment and ticket costs for our Resale segment. Marketing and selling expenses, which relate entirely to our Marketplace segment, consist almost entirely of advertising costs. Most advertising costs are aimed towards acquiring new customers online through paid search engine marketing, fees paid to our advertising affiliates and distributors, and other various digital marketing activities. However, to a lesser extent, advertising costs are also aimed towards acquiring new customers offline through traditional media channels, advertising agency costs, and partnership expenses with sports teams and other media partners.

We do not report our assets, capital expenditures, general and administrative expenses, or depreciation and amortization expenses by segment because our CODM does not use this information to evaluate the performance of our operating segments.

The following tables summarize our segment information for thethree and nine months ended September 30, 2026 and 2025 (in thousands):

Substantially all of our sales occur and assets reside in the United States.

5. Accounts Receivable- Net

The following table presents the major components of Accounts receivable – net at September 30, 2026 and December 31, 2025 (in thousands):

Accounts receivable is recorded net of the cumulative allowance for credit losses. As of September 30, 2026 and December 31, 2025, we recorded a cumulative allowance for credit losses of $14.0 million and $12.9 million, respectively, to reflect potential challenges in collecting funds from distribution partners and ticket sellers, particularly for amounts due upon usage of store credit previously issued to ticket buyers.

There wereno write-offs for uncollectible accounts receivable balances during thethree and nine months ended September 30, 2026. We wrote offzero and $0.1 million for uncollectible accounts receivable balances during the three and nine months ended September 30, 2025, respectively.

6. Prepaid Expenses and Other Current Assets

The following table presents the major components of Prepaid expenses and other current assets at September 30, 2026 and December 31, 2025 (in thousands):

Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs increased by $0.4 million between September 30, 2026 and December 31, 2025, primarily due to an increase in estimated future event cancellations. A related provision for expected compensation to customers is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

Other current assets increased by $3.2 million between September 30, 2026 and December 31, 2025, primarily due to the deferral of costs directly attributable to certain contemplated debt transactions.

7. Goodwill – Net and Intangible Assets – Net

Goodwill – Net

Goodwill, which derives from our business combinations, is recorded net of accumulated impairment charges and foreign currency translation adjustments. Since our goodwill relates entirely to our Marketplace segment, there is only one reporting unit (the “Marketplace Reporting Unit”) that is relevant for the purpose of performing impairment assessments.

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.

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.

The following table summarizes the changes in the carrying amount of goodwill during thenine months ended September 30, 2026 (in thousands):

During the nine months ended September 30, 2026, there were no changes in the accumulated impairment charges related to our goodwill.

Intangible Assets – Net

The following table summarizes the carrying amount of our intangible assets at September 30, 2026 and December 31, 2025 (in thousands):

Definite-Lived Intangible Assets

Definite-lived intangible assets, which primarily derive from acquisitions and internal strategic investments, are recorded net of accumulated amortization and foreign currency translation adjustments.

In 2024, we acquired a domain name that we had previously licensed (the “Acquired Domain Name”). In exchange for the Acquired Domain Name, we are required to disburse monthly interest-free cash payments totaling $31.4 million through June 2040 (the “Acquired Domain Name Obligation”).

We account for the Acquired Domain Name as a definite-lived intangible asset under ASC Topic 350, Intangibles—Goodwill and Other. The purchase price of the Acquired Domain Name was $17.3 million, which will be amortized over a total period of 15.6 years (the “Acquired Domain Name Term”). As of September 30, 2026 and December 31, 2025, the Acquired Domain Name had a carrying value of $15.2 million and $16.1 million, respectively, which is recorded in Intangible assets – net in the Condensed Consolidated Balance Sheets.

We account for the Acquired Domain Name Obligation as a liability, for which interest will accrue over the Acquired Domain Name Term at an effective interest rate of 8.6% per annum. As of September 30, 2026 and December 31, 2025, the Acquired Domain Name Obligation had a carrying value of $16.2 million and $16.6 million, respectively, of which $0.6 million is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets and the remainder is recorded in Other liabilities in the Condensed Consolidated Balance Sheets. During the three and nine months ended September 30, 2026, we recognized an expense of $0.4 million and $1.1 million, respectively, for interest incurred in relation to the Acquired Domain Name Obligation. During the three and nine months ended September 30, 2025, we recognized an expense of $0.3 million and $1.1 million, respectively, for interest incurred in relation to the Acquired Domain Name Obligation. Interest incurred in relation to the Acquired Domain Name Obligation is recorded in Interest expense – net in the Condensed Consolidated Statements of Operations.

During the three and nine months ended September 30, 2026, we recognized an expense of $11.7 million and $35.0 million, respectively, for amortization related to our definite-lived intangible assets. During the three and nine months ended September 30, 2025, we recognized an expense of $13.0 million and $35.7 million, respectively, for amortization related to our definite-lived intangible assets. Amortization expenses related to our definite-lived intangible assets are recorded in Depreciation and amortization expenses in the Condensed Consolidated Statements of Operations.

During the three and nine months ended September 30, 2026, we recognized an expense of $0.2 million and $0.3 million, respectively, for losses related to disposals of our definite-lived intangible assets. During the three and nine months ended September 30, 2025, we recognized an expense of $0.1 million and $0.3 million, respectively, for losses related to disposals of our definite-lived intangible assets. Losses on asset disposals are recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations.

Indefinite-Lived Intangible Assets

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.

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. As of September 30, 2026, the balance of our indefinite-lived intangible assets (net of accumulated impairment charges and foreign currency translation adjustments) was $48.1 million.

During the nine months ended September 30, 2026, there wereno changes in the accumulated impairment charges related to our indefinite-lived intangible assets.

8. Investments and Fair Value measurements

Investments

In 2023, we invested $6.0 million in a privately held company in the form of a convertible promissory note (the “Note”) and a warrant to purchase up to 1,874,933 shares of the company’s stock (the “Warrant”). Interest on the Note accrues at 8.0% per annum, and outstanding principal and accrued interest on the Note is due and payable at the earlier of July 3, 2030 or a change in control of the company. The Warrant is exercisable until the date that is three years after the Note is repaid, subject to certain accelerating events.

We account for the Note in accordance with ASC Topic 320, Investments - Debt and Equity Securities, pursuant to which the Note is classified as an available-for-sale security and recognized at fair value. During the three and nine months ended September 30, 2026, the Note had an unrealized loss ofless than $0.1 million. During the three and nine months ended September 30, 2025, the Note had an unrealized loss ofless than $0.1 million and an unrealized gain of $0.2 million, respectively. Unrealized gains and losses related to differences between the fair value of the Note and the carrying value of the Note are recorded as a separate component of Other comprehensive income (loss) in the Condensed Consolidated Statements of Comprehensive Loss on a recurring basis until realized. The Note’s amortized cost was $4.7 million and $4.0 million at September 30, 2026 and December 31, 2025, respectively.

We did not recognize any credit losses related to the Note during the three and nine months ended September 30, 2026 and 2025.

We account for the Warrant in accordance with ASC Topic 815, Derivatives and Hedging, pursuant to which the Warrant is classified as a derivative instrument and recognized at fair value. During the three and nine months ended September 30, 2026, the fair value of the Warrant decreased by $0.2 million and $0.5 million, respectively, for which we recognized a loss in both periods. During the three and nine months ended September 30, 2025, the fair value of the Warrant decreased by $0.3 million and $0.8 million, respectively, for which we recognized a loss in both periods. Unrealized losses related to changes in the fair value of the Warrant are recorded in Other expense (income) – net in the Condensed Consolidated Statements of Operations on a recurring basis until realized. The presentation of the Warrant, including whether it should be classified as an asset or a liability, is evaluated at the end of each reporting period.

Fair Value Measurements

We measure certain assets and liabilities at fair value in accordance with ASC Topic 820, Fair Value Measurements (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

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Level 1 — Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

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Level 2 — Measurements that include other inputs that are directly or indirectly observable in the marketplace.

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Level 3 — Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment.

The following tables presentthe recurring fair value measurements of our financial assets by hierarchy level at September 30, 2026 and December 31, 2025 (in thousands):

The fair value of the Note is determined using the income approach, which consists entirely of Level 3 inputs. The estimated fair value of the Warrant is determined using the Black-Scholes option pricing model, which requires us to make assumptions and judgments about the variables used in the calculation related to the expected term, the expected volatility, the risk-free rate of interest, and the expected dividend yield. Because of the inherent uncertainty of these valuations, the estimated fair values of the Note and the Warrant may differ significantly from the fair values that would have been used had a ready market for the investments existed, the effects of which could be material.

The following table presents quantitative information about the significant unobservable inputs applied to the recurring Level 3 fair value measurements of our financial assets at September 30, 2026 and December 31, 2025:

The following table summarizes the changes in the carrying amounts of the Note and the Warrant (both of which are measured at fair value using Level 3 significant unobservable inputs) during the nine months ended September 30, 2026 (in thousands):

9. Accrued Expenses and Other Current Liabilities

The following table presents the major components of accrued expenses and other current liabilities at September 30, 2026 and December 31, 2025 (in thousands):

Accrued customer credits represent credits issued and outstanding for event cancellations or other service issues related to previously recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, or breakage, provided that the credits are not subject to escheatment. We estimate breakage based on historical usage trends and available data on comparable programs, and we recognize breakage in proportion to the pattern of redemption for customer credits. Our breakage estimates could be impacted by future activity that differs from our estimates, the effects of which could be material.

During the three and nine months ended September 30, 2026, $3.0 million and $9.2 million of accrued customer credits were redeemed, respectively, and we recognized revenue from breakage of $0.3 million and $1.0 million, respectively. During the three and nine months ended September 30, 2025, $1.5 million and $4.7 million of accrued customer credits were redeemed, respectively, and we recognized revenue from breakage of $1.1 million and $3.7 million, respectively. Breakage amounts are recorded net of reductions in associated accounts receivable balances.

Accrued future customer compensation represents an estimate of the amount of customer compensation due from future event cancellation charges. These provisions, which are based on historic experience, revenue volumes for future events, and our estimate of the likelihood of future event cancellations, are recognized as a component of Revenues in the Condensed Consolidated Statements of Operations. The expected recoveries of these obligations are recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. Our estimated accrual could be impacted by future activity that differs from our estimates, the effects of which could be material.

During the three and nine months ended September 30, 2026, we recognized a net decrease in revenue of $1.0 million and a netincrease in revenue of $0.1 million, respectively, from reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where our performance obligations were satisfied in prior periods. During the three and nine months ended September 30, 2025, we recognized a net decrease in revenue of $1.3 million and $0.2 million, respectively, from reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where our performance obligations were satisfied in prior periods.

Accrued future customer compensation increased by $0.3 million between December 31, 2025 and September 30, 2026, primarily due to an increase in estimated future event cancellations. A related provision for the expected recovery of compensation from customers is recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.

10. Long-Term Debt – Net

The following table presents the major components of long-term debt, net of unamortized debt issuance costs and current maturities, as of September 30, 2026 and December 31, 2025 (in thousands):

2022 First Lien Loan & 2022 Revolving Facility

In 2022, we refinanced the outstanding balance of our former first lien debt facility with a $275.0 million term loan with a maturity date of February 3, 2029 (the “2022 First Lien Loan”) and a $100.0 million revolving credit facility with a maturity date of February 3, 2027 (the “2022 Revolving Facility”). As of December 31, 2025, we hadno outstanding borrowings under the 2022 Revolving Facility.

2024 First Lien Loan

In 2024, we refinanced the outstanding balance of the 2022 First Lien Loan with a $395.0 million term loan with a maturity date of February 3, 2029 (the “2024 First Lien Loan”). The 2022 Revolving Facility was not impacted by the refinancing.

The 2024 First Lien Loan carried an interest rate equal to the secured overnight financing rate (“SOFR”) (subject to a 0.5% floor) plus a margin of 3.00%. Other than with respect to the interest rate, the 2024 First Lien Loan had the same material terms (including with respect to maturity, prepayment, security, covenants, and events of default) as the 2025 First Lien Term Loan (as defined in the “2025 First Lien Loan” section below).

2025 First Lien Loan

On February 5, 2025, we refinanced the outstanding balance of the 2024 First Lien Loan with a $393.0 million term loan with a maturity date of February 3, 2029 (the “2025 First Lien Loan”). The 2022 Revolving Facility was not impacted by the refinancing.

The 2025 First Lien Loan, which requires quarterly principal payments of $1.0 million, carries an interest rate equal to SOFR (subject to a 0.5% floor) plus a margin of 2.25%; provided that such margin may be reduced to 2.00% if the corporate rating assigned to us by Moody’s Investors Service, Inc. and S&P Global Ratings is at least Ba3/BB- (in each case, stable or better). The effective interest rate on the 2025 First Lien Loan was 6.3% per annum at September 30, 2026 and December 31, 2025.

The 2025 First Lien Loan contains a springing financial covenant that requires compliance with a first lien net leverage ratio when borrowings thereunder exceed certain levels. All obligations under the 2025 First Lien Loan are unconditionally guaranteed by Hoya Intermediate and, subject to certain exceptions provided for therein, substantially all of Hoya Intermediate’s direct and indirect wholly owned domestic subsidiaries. All obligations under the 2025 First Lien Loan are secured, subject to certain permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our and such guarantors’ assets.

The 2025 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. At September 30, 2026, the estimated fair value and carrying value of the 2025 First Lien Loan were $205.2 million and $385.0 million, respectively. If measured at fair value, the 2025 First Lien Loan would be classified as Level 2 within the fair value hierarchy because its fair value would be estimated using quoted market prices that are directly observable in the marketplace. See Note 8, Investments and Fair Value Measurements, for more information regarding our approach and accounting treatment of recurring and nonrecurring fair value measurements.

We are subject to certain reporting and compliance-related covenants under the 2025 First Lien Loan. These covenants, among other things, limit our ability to incur additional indebtedness and, in certain circumstances, to enter into transactions with affiliates, create liens, merge or consolidate, and make certain payments. Non-compliance with these covenants and a failure to remedy any such non-compliance could result in the acceleration of the loans or foreclosure on the collateral. As of September 30, 2026 and December 31, 2025, we were in compliance with all such covenants.

In accordance with ASC Topic 470, Debt(“ASC 470”), we analyzed our outstanding balances with each lender both immediately before and immediately after refinancing the 2024 First Lien Loan with the 2025 First Lien Loan and determined that the refinancing is partly accounted for as a debt modification (the “First Lien Loan Modification”), partly accounted for as a debt extinguishment (the “First Lien Loan Extinguishment”), and partly accounted for as an issuance of new debt (the “First Lien Loan Issuance”).

During the three and nine months ended September 30, 2025, we (i) recognized an expense ofzero and $0.6 million, respectively, for third-party fees incurred in relation to the First Lien Loan Modification, which is recorded in Other expense (income) – net in the Condensed Consolidated Statements of Operations; (ii) recognized an expense ofzero and $0.8 million, respectively, for losses incurred in relation to the First Lien Loan Extinguishment, which is recorded in Loss on extinguishment of debt in the Condensed Consolidated Statements of Operations; and (iii) capitalized zero and $0.2 million, respectively, of third-party fees incurred in relation to the First Lien Loan Issuance, which is recorded in Long-term debt – net in the Condensed Consolidated Balance Sheets.

LC Sublimit Increase

On June 23, 2026, the letter of credit sublimit under the 2022 Revolving Facility was increased from $10.0 million to $25.0 million (the “LC Sublimit Increase”). In accordance with ASC 470, we analyzed our maximum borrowing capacity immediately before and after the LC Sublimit Increase and determined that the borrowing capacity did not decrease as a result of the LC Sublimit Increase. During the three and nine months ended September 30, 2026, we capitalized zero and $0.8 million, respectively, of third-party fees incurred in relation to the LC Sublimit Increase, which is recorded in Other assets in the Condensed Consolidated Balance Sheets.

2026 Revolving Facility

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, a wholly owned subsidiary of VSI (“VDC”), is the borrower under the 2026 Revolving Facility.

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 3.75% 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 other subsidiaries of VSI. 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., a wholly owned subsidiary of VSI.

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. As of September 30, 2026, VDC was in compliance with all such covenants.

In accordance with ASC 470, we analyzed our maximum borrowing capacity immediately before and after the termination of the 2022 Revolving Facility and execution of the 2026 Revolving Facility and determined that the borrowing capacity decreased as a result of the termination of the 2022 Revolving Facility and execution of the 2026 Revolving Facility. During the three and nine months ended September 30, 2026 we (i) recognized an expense of $0.2 million for the write-off of unamortized deferred third-party fees incurred in relation to the 2022 Revolving Facility (the “2022 Revolving Facility Write-Off”), which is recorded in Other expense (income) – net in the Condensed Consolidated Statements of Operations; (ii) carried forward $0.6 million of unamortized deferred third-party fees incurred in relation to the 2022 Revolving Facility (the “2022 Revolving Facility Carry-Forward”); and (iii) capitalized $10.9 million of third-party fees incurred in relation to the 2026 Revolving Facility (the “2026 Revolving Facility Capitalization”). The 2022 Revolving Facility Carry-Forward and the 2026 Revolving Facility Capitalization are both recorded in Other assets in the Condensed Consolidated Balance Sheets and will be amortized on a straight-line basis over the term of the 2026 Revolving Facility.

As of September 30, 2026, we had no outstanding borrowings under the 2026 Revolving Facility (and availability thereunder was reduced by $25.0 million due to outstanding letters of credit).

11. Financial Instruments

In connection with the Reverse Stock Split, proportionate equitable adjustments were made to the number of shares issuable upon exercise of the Public Warrants, Private Warrants, Exercise Warrants, Mirror Warrants, and Intermediate Warrants (each as defined below), as well as to the exercise and redemption prices thereof, as applicable. All share, per share, unit, and per unit amounts set forth below reflect these adjustments. See Note 1, Background and Basis of Presentation, for more information.

Public Warrants

We issued certain warrants that entitled the holders thereof (including Horizon Sponsor, LLC (“Horizon Sponsor”))to purchase shares of Class A common stock at an exercise price of $230.00 per share (the“Public Warrants”). The Public Warrants were traded on the Nasdaq Global Select Market under the symbol “SEATW.” As of September 30, 2026 and December 31, 2025, there were Public Warrants to purchase 338,342 shares of Class A common stock outstanding.

The Public Warrants expired on October 18, 2026 (the five-year anniversary of the 2021 transaction pursuant to which Horizon Acquisition Corporation merged with and into VSI (the “Merger Transaction”)) in accordance with their stated terms. On October 16, 2026, the Nasdaq Stock Market filed a Form 25 with the SEC to delist the Public Warrants from the Nasdaq Global Select Market (which became effective on October 26, 2026).

Private Warrants

We issued certain warrants that entitled Horizon Sponsor to purchase shares of Class A common stock at an exercise price of $230.00 per share (the “Private Warrants”). As of September 30, 2026 and December 31, 2025, there were Private Warrants to purchase 325,989 shares of Class A common stock outstanding.

The Private Warrants expired on October 18, 2026 (the five-year anniversary of the Merger Transaction) in accordance with their stated terms.

Exercise Warrants

We issued certain warrants that entitle Horizon Sponsor to purchase shares of Class A common stock at exercise prices of $200.00 and $300.00 per share (the “Exercise Warrants”).

We may, in our sole discretion, reduce the exercise price of the Exercise Warrants to induce early exercise, provided that we provide at least five days’ advance notice. The exercise price and number of shares issuable upon exercise of the Exercise Warrants may also be adjusted in certain circumstances, including in the event of a share dividend, recapitalization, reorganization, merger, or consolidation. In no event are we required to net cash settle the Exercise Warrants.

The Exercise Warrants expire on October 18, 2031 (the ten-year anniversary of the Merger Transaction) or, if earlier, the date of our liquidation.

The Exercise Warrants have similar terms to the Public Warrants, but have different exercise prices, an initial term of 10 years, are not redeemable by us, and are fully transferable.

As of September 30, 2026 and December 31, 2025, there were Exercise Warrants to purchase 1,700,000 shares of Class A common stock outstanding (850,000 at an exercise price of $200.00 per share and 850,000 at an exercise price of $300.00 per share).

Mirror Warrants

Hoya Intermediate issued certain warrants that entitled us to purchase Intermediate Units at exercise prices of $200.00, $300.00, and $230.00 per unit (the “Mirror Warrants”). The Mirror Warrants had nearly identical terms to the Public Warrants, Private Warrants, and Exercise Warrants. If a Public Warrant, Private Warrant, or Exercise Warrant were exercised or tendered, an equivalent number of Mirror Warrants would be exercised or tendered.

On October 31, 2025, the Mirror Warrants were terminated in connection with the Corporate Simplification. As a result, as of September 30, 2026 and December 31, 2025, there were zero Mirror Warrants outstanding. See Note 1, Background and Basis of Presentation, for more information.

Intermediate Warrants

In connection with the Merger Transaction, Hoya Intermediate issued certain warrants that entitled Hoya Topco to purchase Intermediate Units at exercise prices of $200.00 and $300.00 per unit (the “Intermediate Warrants”).

Becausethe Intermediate Warrants allowed for cash redemption at the discretion of the holder, they met the criteria to be classified as liability instruments and were recorded in Other liabilities in the Condensed Consolidated Balance

Sheets. Upon consummation of the Merger Transaction, the fair value of the Intermediate Warrants was determined using the Black-Scholes model and estimated at $18.8 million, for which we recorded a warrant liability.

During the three and nine months ended September 30, 2025, the fair value of the Intermediate Warrants decreased by $0.9 million and $5.7 million, respectively, for which we recognized a gain in both periods. Gains related to changes in the fair value of the Intermediate Warrants are recorded in Other expense (income) – net in the Condensed Consolidated Statements of Operations.

On October 31, 2025, the Intermediate Warrants were replaced by the Amended Intermediate Warrants (as defined in the “Amended Intermediate Warrants” section below) in connection with the Corporate Simplification. As a result, as of September 30, 2026 and December 31, 2025, there were zero Intermediate Warrants outstanding. See Note 1, Background and Basis of Presentation, for more information.

Amended Intermediate Warrants

In connection with the Corporate Simplification, 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 (as amended, the “Amended Intermediate Warrants”). As a result, the Amended Intermediate Warrants now have substantially similar terms to the Exercise Warrants.

Because the Amended Intermediate Warrants no longer allow for cash redemption at the discretion of the holder, they meet the criteria to be classified as equity instruments and, accordingly, were reclassified from Other liabilities to Additional paid-in capital in the Consolidated Balance Sheets as of December 31, 2025. Immediately before the reclassification, the fair value of the Intermediate Warrants was $0.3 million.

The significant unobservable inputs applied to the final fair value measurement of the Intermediate Warrants as of October 31, 2025 (the date on which the Intermediate Warrants were reclassified from liability instruments to equity instruments) consisted of: (i) an expected term of 6.0 years; (ii) an expected volatility of 71.0%; (iii) a risk-free rate of 3.8%; and (iv) an expected dividend yield of 0.0%.

As of September 30, 2026 and December 31, 2025, there were Amended Intermediate Warrants to purchase 200,000 shares of Class A common stock outstanding (100,000 at an exercise price of $200.00 per share and 100,000 at an exercise price of $300.00 per share).

12. Equity

Prior to the Corporate Simplification, VSI held a 63.1% interest in Hoya Intermediate and Hoya Topco held the remaining 36.9%, in addition to holding 100% of our Class B common stock. As a result, Hoya Topco’s interest in Hoya Intermediate represented a redeemable noncontrolling interest in VSI. At its discretion, Hoya Topco had the right to exchange its Intermediate Units for shares of Class A common stock on a one-to-one basis or for cash proceeds of equal value at the time of redemption. As the redeemable noncontrolling interests were redeemable upon the occurrence of an event not solely within our control, we classified them as temporary equity. Our redeemable noncontrolling interests were initially measured at Hoya Topco’s share in the net assets of Hoya Intermediate upon consummation of the Merger Transaction. Subsequent remeasurements of our redeemable noncontrolling interests (which were based on the fair value of our Class A common stock) were recorded as a deemed dividend each reporting period, which reduced Retained earnings, if any, or Additional paid-in capital in the Consolidated Balance Sheets.

For periods through the consummation of the Corporate Simplification, net loss attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net loss incurred in the period by Hoya Topco’s weighted average percentage allocation of Intermediate Units during the period. See Note 17, Earnings per Share, for computation of net loss attributable to redeemable noncontrolling interests.

In connection with the Corporate Simplification, all of the Intermediate Units previously held by Hoya Topco (and corresponding shares of Class B common stock) were exchanged for an equal number of shares of Class A common stock. As a result, our redeemable noncontrolling interests were extinguished, Hoya Intermediate is now a wholly owned subsidiary of VSI, and the net loss attributable to Hoya Topco’s redeemable noncontrolling interests presented throughout this Report only pertains to the three and nine months ended September 30, 2025. See Note 1, Background and Basis of Presentation, for more information.

Share Repurchase Program

In February 2024, our Board of Directors (our “Board”) authorized a share repurchase program for up to $100.0 million of Class A common stock (the “Share Repurchase Program”). 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.

During the three and nine months ended September 30, 2025, we repurchased 0.1 million and 0.4 million shares of Class A common stock, respectively, under the Share Repurchase Program, for which we paid $2.1 million and $18.1 million, respectively, and incurred commissions and excise taxes of $0.1 million and $0.2 million, respectively. As of December 31, 2025, we recognized a liability of $0.1 million for unpaid excise taxes related to repurchases of Class A common stock, which is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. We didnot repurchase any shares of Class A common stock under the Share Repurchase Program during thethree and nine months ended September 30, 2026, nor did we recognize a liability for unpaid excise taxes related to repurchases of Class A common stock as of September 30, 2026.

Cumulatively as of September 30, 2026, we repurchased 0.6 million shares of Class A common stock under the Share Repurchase Program, for which we paid $40.9 million and incurred commissions and excise taxes of $0.4 million. As of September 30, 2026, $59.1 million remained available for future repurchases under the Share Repurchase Program.

All of the above share repurchases were accounted for as equity transactions and are recorded in Treasury stock in the Condensed Consolidated Balance Sheets.

Accumulated Other Comprehensive Income

The following table summarizes the changes in each major component of Accumulated other comprehensive income during the nine months ended September 30, 2026 (in thousands):

13. Commitments and Contingencies

Litigation

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in management’s opinion, could have a material effect on our business, financial position, or results of operations other than those matters discussed below.

We were a co-defendant in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout. A final order approving the settlement of this lawsuit was entered by the court in 2020. In 2022, certain class members were issued coupons and other class members were notified that they were eligible to submit a claim for a coupon. As of September 30, 2026 and December 31, 2025, a liability of $0.9 million was recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets related to expected claim submissions and credit redemptions as of the measurement date.

We were a defendant in a lawsuit related to an alleged violation of the Illinois Biometric Information Privacy Act. A final order approving the settlement of this lawsuit was entered by the court on January 29, 2025, pursuant to which $0.3 million was paid to cover approved claims and legal and administrative fees. This amount, which was covered in full by insurance, was paid on March 28, 2025. As of September 30, 2026 and December 31, 2025, we hadno accrued liability related to this matter.

Indirect Taxes

In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded state and local governments from imposing sales tax collection requirements on retailers without a physical presence. In response, most jurisdictions have adopted laws that attempt to impose tax collection obligations on out-of-state companies, and we have registered and begun collecting tax where required by statute. It is reasonably possible that state or local governments will continue to adopt or interpret laws such that we will be required to calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more jurisdictions could result in material tax liabilities, including uncollected taxes on past sales, as well as penalties and interest. Based on our analysis of certain state and local regulations, specifically related to marketplace facilitators and event ticket sales, we have recorded liabilities in all jurisdictions where we believe a risk of loss is probable and reasonably estimable. We will continuously monitor state and local regulations and will implement required collection and remittance procedures if and when we are subject thereto.

To the extent we have sales for international events, we may be required to register with various foreign jurisdictions and to collect and remit indirect taxes. It is reasonably possible that foreign jurisdictions may continue to adopt or interpret laws that impact the amount we are required to collect and remit. A successful assertion by one or more such jurisdictions could result in material tax liabilities, including uncollected taxes on past sales, as well as penalties and interest. Based on our analysis of certain foreign indirect tax regulations, specifically related to marketplace facilitators and event ticket sales, we have recorded liabilities in all jurisdictions where we believe a risk of loss is probable and reasonably estimable. We will continuously monitor foreign regulations and will implement required collection and remittance procedures if and when we are subject thereto.

As of September 30, 2026 and December 31, 2025, we recognized a liability of $3.6 million and $3.4 million, respectively, related to uncollected indirect taxes (including sales taxes). This uncollected indirect tax liability, which is recorded in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets, increases when accruals are made 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 and decreases when we receive abatements and/or recognize other reductions to the balance.

During the three and nine months ended September 30, 2026, we recognized a net expense of $0.4 million and $0.8 million, respectively, related to the liability for uncollected indirect taxes (including sales taxes). During the three and nine months ended September 30, 2025, we recognized a net expense of $0.5 million and a net benefit of $0.9 million, respectively, related to the liability for uncollected indirect taxes (including sales taxes). The net expense/benefit related to the liability for uncollected indirect taxes (including sales taxes) is recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations.

Sponsorship Loan

In 2024, we and a privately held company entered into a sponsorship and custom content partnership agreement providing us with various marketing services in exchange for our issuance of an interest-free loan payable in installments that could total a maximum of $5.0 million (the “Sponsorship Loan”). We account for the Sponsorship Loan as a note receivable in accordance with ASC Topic 310, Receivables. In 2024, we disbursed $2.0 million of the Sponsorship Loan. While there is no stated maturity date for the Sponsorship Loan, we are entitled to a portion ofadvertising revenue received by the counterparty until it is repaid in full.

During the three and nine months ended September 30, 2025, we recognized zero and less than $0.1 million of imputed interest income, respectively, for the Sponsorship Loan, which is recorded in Interest expense – net in the Condensed Consolidated Statements of Operations.

On June 30, 2025, we recorded a full write-off on the outstanding balance of the Sponsorship Loan as a result of the counterparty filing for bankruptcy. The Sponsorship Loan’s carrying amount was written down to zero, reflecting the expectation of no recoverable amount under ASC Topic 326, Measurement of Credit Losses on Financial Instruments. During the three and nine months ended September 30, 2025, we recognized a loss ofzero and $2.0 million, respectively, in connection with the write-off of the Sponsorship Loan, which is recorded in Other expense (income) – net in the Condensed Consolidated Statements of Operations.

14. Related-Party Transactions

Mabl, Inc. (“Mabl”) is a software company that uses its proprietary AI-powered platform to provide automation support and other similar technology services. Martin Taylor, a former member of our Board, is a Senior Managing Director at Vista Equity Partners, which is an investor in Mabl. We entered into an agreement with Mabl while Mr. Taylor was on our Board. In connection with such agreement, we recognized an expense ofless than $0.1 million and $0.1 million during thethree and nine months ended September 30, 2026, respectively, and $0.1 million during both thethree and nine months ended September 30, 2025. These expenses are recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations.

15. Income Taxes

Income Tax Expense (Benefit)

During the three and nine months ended September 30, 2026, we recognized an income tax benefit of $0.1 million and $0.4 million, respectively, which are recorded in Income tax expense (benefit) in the Condensed Consolidated Statements of Operations. Our effective income tax rate differed from the 21% U.S. federal statutory income tax rate primarily due to losses for which no tax benefit was recognized and the impact of foreign operations, including differences in statutory income tax rates and an increase in the valuation allowance.

During the three and nine months ended September 30, 2025, we recognized an income tax benefit of $9.2 million and an income taxexpense of $70.1 million, respectively, which are recorded in Income tax expense (benefit) in the Condensed Consolidated Statements of Operations. For the three months ended September 30, 2025, our effective income tax rate differed from the 21% U.S. federal statutory income tax rate primarily due to a reversal of an uncertain tax position. For thenine months ended September 30, 2025, our effective income tax rate differed from the 21% U.S. federal statutory income tax rate primarily due to an increase in the valuation allowance, a reduction in the TRA liability, a reversal of an uncertain tax position, and impairment charges in foreign jurisdictions.

Income tax benefit decreased by $9.1 million and increased by $70.5 million during the three and nine months ended September 30, 2026, respectively, compared to the three and nine months ended September 30, 2025, primarily due to a reversal of an uncertain tax position during the three months ended September 30, 2025 and the recognition of a valuation allowance during the nine months ended September 30, 2025.

Deferred Tax Assets – Net

We regularly assess the need for a valuation allowance against our deferred tax assets. As of each reporting date we consider new evidence, both positive and negative, that could affect our view of the future realization of deferred tax assets. As of June 30, 2025, in part because during the three months ended June 30, 2025 we recorded a significant impairment of goodwill and certain indefinite-lived intangible assets, entered into a cumulative loss position, and had a negative trend in earnings in the U.S. federal tax jurisdiction, we determined that there is sufficient negative evidence to conclude that it is more likely than not that our deferred tax assets are not realizable. After considering all available positive and negative evidence, in 2026 we continue to maintain a valuation allowance against our U.S. deferred tax assets. We continue to monitor the need for a valuation allowance against our deferred tax assets at each reporting date.

Tax Receivable Agreement

In connection with the Merger Transaction, we entered into the TRA with the existing Hoya Intermediate unitholders that provided for our payment to such unitholders of 85%of the amount of any tax savings that we realize (or, under certain circumstances, are deemed to realize) as a result of, or attributable to: (i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchangesof Intermediate Units; (ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate or its subsidiaries; and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to us making payments under the TRA.

In connection with the Corporate Simplification, all rights and obligations under the TRA were terminated (other than certain terms thereof that expressly survived), including $5.8 million of cash payments that would have otherwise been due during the three months ended March 31, 2026, in exchange for the issuance of 403,022 shares of Class A common stock. As a result of the Corporate Simplification, we no longer have a TRA liability. See Note 1, Background and Basis of Presentation, for more information.

One Big Beautiful Bill Act

On July 4, 2025, a reconciliation bill commonly referred to as the One Big Beautiful Bill Act (the “OBBB Act”) was signed into law, which included a broad range of tax reform provisions that may affect our financial results. The OBBB Act allows an elective deduction for domestic research and development, a reinstatement of elective 100% first-year bonus depreciation, and modifications to the calculation for excess business interest expense limitations under Section 163(j) of the Internal Revenue Code. Our analysis shows that the OBBB Act did not have a material impact on our condensed consolidated financial statements for the three and nine months ended September 30, 2026 and is not expected to have a material impact on our consolidated financial statements for the year ending December 31, 2026. We will continue to monitor regulatory guidance and interpretations as they are issued.

16. Equity-Based Compensation

Incentive Award Plan

Our 2021 Incentive Award Plan (as amended, the “Incentive Award Plan”) was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, directors, and consultants. The Incentive Award Plan became effective in 2021 upon consummation of the Merger Transaction, and the First Amendment to the Incentive Award Plan became effective in 2024.

In connection with the Reverse Stock Split, proportionate equitable adjustments were made to the number of shares of Class A common stock issuable under the Incentive Award Plan, as well as to the number of shares of Class A common stock underlying outstanding restricted stock units (“RSUs”) and stock options (and the exercise prices thereof). All share and per share amounts set forth reflect these adjustments. See Note 1, Background and Basis of Presentation, for more information.

Employee Stock Purchase Plan

Our 2021 Employee Stock Purchase Plan (the “ESPP”) was approved and adopted in order to provide our employees with an opportunity to purchase shares of our Class A common stock at a discounted price through payroll deductions during specified six-month offering periods. The ESPP became effective in 2021 upon consummation of the Merger Transaction. The price of shares purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. The first offering period under the ESPP commenced on May 18, 2026 and will end on November 17, 2026. The fair value of the discount provided to our employees as part of the ESPP is measured using a Black-Scholes model and is recognized as equity-based compensation as described below over the relevant offering period.

Restricted Stock Units

RSUs are awards that are denominated in a hypothetical equivalent number of shares of Class A common stock. The value of each RSU is equal to the fair value of our Class A common stock on the grant date. Each RSU converts into shares of Class A common stock upon vesting.

During the nine months ended September 30, 2026 and 2025, we granted to certain employees 0.4 million and 0.7 million RSUs, respectively, at a weighted average grant date fair value of $6.25 per RSU and $54.68 per RSU, respectively. RSUs granted to employees during thenine months ended September 30, 2026 vest over two years on a quarterly basis, subject to the employee’s continued employment through the applicable vesting date. RSUs granted to employees during the nine months ended September 30, 2025 vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date.

During the nine months ended September 30, 2026 and 2025, we granted to certain directors 0.3 million andless than 0.1 million RSUs, respectively, at a weighted average grant date fair value of $7.30 per RSU and $30.40 per RSU, respectively. RSUs granted to directors fully vest on the earlier of (i) one day prior to the date of our first annual meeting of stockholders following the grant date and (ii) the one-year anniversary of the grant date, subject to the director’s continued service on our Board.

During the nine months ended September 30, 2026 and 2025, we granted to certain consultants less than 0.1 million RSUs at a weighted average grant date fair value of $5.90 per RSU and $56.22 per RSU, respectively. RSUs granted to consultants either fully vest on the first anniversary of the grant date or in equal annual installments over three years, in each case subject to the consultant’s continued service through the applicable vesting date.

As of September 30, 2026 and December 31, 2025,0.4 million forfeited RSUs, previously held by certain former executives prior to their departure, were subject to reissuance and immediate vesting in the event of a Change in Control (as defined in the Incentive Award Plan) occurring within 12 months of their respective separation dates.

The following tables summarize the total activity for RSUs during thenine months ended September 30, 2026 and 2025 (in thousands, except per RSU data):

Stock Options

Stock options provide for the purchase of shares of Class A common stock in the future at an exercise price set on the grant (or modification) date. Our stock option awards vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining options vesting on a quarterly basis thereafter. Stock options granted to employees have a contractual term of ten years from the grant date, subject to the employee’s continued service through the applicable vesting date. Stock options granted to consultants have a contractual term of seven years from the grant date, subject to the consultant’s continued service through the applicable vesting date.

As of September 30, 2026 and December 31, 2025, less than 0.1 million forfeited stock options, previously held by certain former executives prior to their departure, were subject to reissuance and immediate vesting in the event of a Change in Control (as defined in the Incentive Award Plan) occurring within 12 months of their respective separation dates.

The following tables summarize the total activity for stock options during the nine months ended September 30, 2026 and 2025 (in thousands, except price per stock option data):

The weighted average grant date fair value for stock options outstanding during the nine months ended September 30, 2026 and 2025 was $68.89 and $68.77, respectively. The weighted average grant date fair value for stock options forfeited during the nine months ended September 30, 2026 and 2025 was $65.98 and $67.08, respectively. The weighted average grant date fair value for stock options vested during the nine months ended September 30, 2026 and 2025 was $68.89 and $70.08, respectively. No stock options were granted, exercised, expired, or cancelled during thenine months ended September 30, 2026 and 2025.

Equity-Based Compensation Expense

During the three and nine months ended September 30, 2026, equity-based compensation expense related to RSUs was $4.7 million and $13.5 million, respectively, compared to $10.2 million and $29.4 million during the three and nine months ended September 30, 2025, respectively. Unrecognized equity-based compensation expense related to unvested RSUs as of September 30, 2026 was $18.6 million, which is expected to be recognized over a weighted average period of less thanone year.

During the three and nine months ended September 30, 2026, equity-based compensation expense related to stock options waszero and $0.4 million, respectively, compared to $1.5 million and $5.2 million during the three and nine months ended September 30, 2025, respectively. There wasno unrecognized equity-based compensation expense related to unvested stock options as of September 30, 2026.

During the three and nine months ended September 30, 2026, equity-based compensation expense related to the ESPP was $0.1 million. Unrecognized equity-based compensation expense related to the ESPP as of September 30, 2026 wasless than $0.1 million, which is expected to be recognized over a weighted average period of less than one year. There wasno equity-based compensation expense related to the ESPP during the three and nine months ended September 30, 2025.

Equity-based compensation expense for the three and nine months ended September 30, 2026 excludes capitalized development costs of $0.1 million and $0.3 million, respectively. Equity-based compensation expense for the three and nine months ended September 30, 2025 excludes capitalized development costs of $0.1 million and $0.5 million, respectively.

17. Earnings per Share

We calculate basic and diluted net loss per share of Class A common stock in accordance with ASC Topic 260, Earnings per Share. Because our Class B common stock does not have economic rights in VSI, it is not considered a participating security for basic and diluted net loss per share, and we do not present basic and diluted net loss per share of Class B common stock. However, holders of Class B common stock are allocated income (loss) from Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter.

Net loss attributable to redeemable noncontrolling interests for a period is calculated by multiplying Hoya Intermediate’s net loss in the period by Hoya Topco’s weighted average percentage ownership of Intermediate Units during the period. See Note 12, Equity, for more information regarding Hoya Topco’s right to exchange its Intermediate Units.

In connection with the Corporate Simplification, all of the Intermediate Units previously held by Hoya Topco (and corresponding shares of Class B common stock) were exchanged for an equal number of shares of Class A common stock on October 31, 2025. As a result, our redeemable noncontrolling interests were extinguished and Hoya Intermediate is now a wholly owned subsidiary of VSI. See Note 1, Background and Basis of Presentation, for more information. During the three and nine months ended September 30, 2025, Hoya Topco’s weighted average ownership of Intermediate Units was 37.0% and 36.9%, respectively, Hoya Intermediate’s net loss was $30.2 million and $376.2 million, respectively, and the net loss attributable to Hoya Topco’s redeemable noncontrolling interests was $11.2 million and $138.7 million, respectively.

Net loss attributable to Class A common stockholders–basic is calculated by subtracting the portion of Hoya Intermediate’s net loss attributable to redeemable noncontrolling interests from our total net loss, which includes our net loss for activities outside of our investment in Hoya Intermediate, including income tax expense (benefit) for VSI’s portion of income (loss), as well as the full results of Hoya Intermediate on a consolidated basis.

Net loss per Class A common stock–diluted is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the weighted average number of Class A common share equivalents outstanding for the period determined using the treasury stock and if-converted methods, as applicable. All share and per share amounts included in the calculation of basic and diluted net loss per share of Class A common stock have been adjusted to reflect the Reverse Stock Split. See Note 1, Background and Basis of Presentation, for more information.

Net loss attributable to Class A common stockholders–diluted is adjusted for: (i) our share of Hoya Intermediate’s consolidated net loss after giving effect to Intermediate Units that convert into potential shares of Class A common stock, to the extent they are dilutive; and (ii) the impact of changes in the fair value of the Intermediate Warrants, to the extent they are dilutive.

The following table presents the computation of basic and dilutednet loss per share of Class A common stock for the three and nine months ended September 30, 2026 and 2025 (in thousands, except share and per share data):

Potential shares of Class A common stock are excluded from the computation of diluted net loss per share of Class A common stock if their effect would have been anti-dilutive for the three and nine months ended September 30, 2026 and 2025 or if the issuance of shares is contingent upon events that did not occur by the end of the three and nine months ended September 30, 2026 and 2025.

The following table presents the number of shares of common stock issuable under securities that were excluded from the computation of dilutednet loss per share of Class A common stock for the three and nine months ended September 30, 2026 and 2025 and could potentially dilute earnings per share in the future: