Vivid Seats Reports Third Quarter 2026 Results
The proposed recapitalization would convert a significant portion of existing debt into equity and reduce funded debt by approximately $200 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Summary
Vivid Seats (Nasdaq: SEAT) reported third-quarter 2026 revenue of $126.889 million and reached an agreement in principle on a proposed recapitalization. Revenue fell from $136.373 million a year earlier, while net loss narrowed to $17.384 million from $19.713 million. Marketplace gross order value, the value of transactions processed, rose to $623.988 million from $618.139 million. Adjusted EBITDA, a non-GAAP earnings measure, increased to $8.865 million from $4.905 million.
The proposed transaction contemplates $60 million in new term loans, converting existing debt into equity, reducing funded debt by approximately $200 million and extending remaining debt maturities. Definitive documentation remains pending. Vivid Seats maintained its 2026 outlook for marketplace gross order value of $2.3 billion–$2.6 billion and adjusted EBITDA of $34.0 million–$40.0 million. Cash and cash equivalents fell to $44.764 million from $102.702 million at year-end.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed recapitalization would reduce funded debt by approximately $200 million and extend remaining debt maturities. 8.5× market cap
- Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed new term loans would provide $60 million in funding. 2.6× market cap
- Moderate pointThird-quarter marketplace gross order value rose to $623.988 million from $618.139 million a year earlier.
- Moderate pointThird-quarter adjusted EBITDA increased to $8.865 million from $4.905 million a year earlier.
- Moderate pointThird-quarter net loss narrowed to $17.384 million from $19.713 million a year earlier.
- Moderate pointThird-quarter operating loss narrowed to $11.296 million from $22.846 million a year earlier.
- Moderate pointNine-month net loss narrowed to $46.336 million from $292.828 million a year earlier.
- Moderate pointNine-month operating cash use improved to $32.045 million from $53.396 million a year earlier.
8 minor points
- Minor pointThird-quarter revenue costs fell to $41.442 million from $44.340 million a year earlier, excluding depreciation and amortization.
- Minor pointThird-quarter marketing and selling expenses fell to $50.008 million from $55.973 million a year earlier.
- Minor pointThird-quarter general and administrative expenses fell to $34.426 million from $45.183 million a year earlier.
- Minor pointThird-quarter depreciation and amortization fell to $12.309 million from $13.723 million a year earlier.
- Minor pointNine-month operating loss narrowed to $26.525 million from $358.892 million a year earlier.
- Minor pointNine-month impairment charges were zero, versus $320.449 million a year earlier.
- Minor point. Forward-looking: it has not happened yet and may not happen.Maintained 2026 outlook anticipates marketplace gross order value of $2.3 billion to $2.6 billion.
- Minor point. Forward-looking: it has not happened yet and may not happen.Maintained 2026 outlook anticipates adjusted EBITDA of $34.0 million to $40.0 million.
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed conversion of a significant portion of debt into equity would dilute existing holders.
- Moderate pointProposed recapitalization remains an agreement in principle, subject to negotiation and execution of definitive documentation.
- Moderate point. Forward-looking: it has not happened yet and may not happen.Proposed $60 million in new term loans would create new borrowing obligations. 2.6× market cap
- Moderate pointThird-quarter revenue declined to $126.889 million from $136.373 million a year earlier.
- Moderate pointThird-quarter marketplace orders declined to 1.876 million from 2.101 million a year earlier.
- Moderate pointThird-quarter loss attributable to Class A holders widened to $17.384 million from $8.526 million a year earlier.
- Moderate pointNine-month revenue declined to $382.533 million from $443.962 million a year earlier.
- Moderate pointNine-month marketplace gross order value declined to $1,895.713 million from $2,123.986 million a year earlier.
- Moderate pointNine-month marketplace orders declined to 5.417 million from 6.570 million a year earlier.
- Moderate pointNine-month adjusted EBITDA fell to $30.943 million from $40.982 million a year earlier.
- Moderate pointCash and cash equivalents fell to $44.764 million at September 30, 2026, from $102.702 million at year-end 2025.
- Moderate pointShareholders’ deficit widened to $118.434 million at September 30, 2026, from $85.129 million at year-end 2025.
- Moderate pointNine-month financing-cost and debt-related payments rose to $10.606 million from $0.162 million a year earlier.
4 minor points
- Minor pointThird-quarter resale orders declined to 97,000 from 115,000 a year earlier.
- Minor pointThird-quarter net interest expense rose to $7.128 million from $6.111 million a year earlier.
- Minor pointNine-month resale orders declined to 263,000 from 317,000 a year earlier.
- Minor pointNine-month net interest expense increased to $19.114 million from $17.410 million a year earlier.
Key Figures
- Marketplace GOV
- $624.0 million
- Q3 2026
- Revenues
- $126.9 million
- Q3 2026
- Net loss
- $17.4 million
- Q3 2026
- Adjusted EBITDA
- $8.9 million
- Q3 2026
- New money term loans
- $60 million
- Proposed recapitalization terms
- Marketplace GOV outlook
- $2.3 billion to $2.6 billion
- 2026 outlook
- Adjusted EBITDA outlook
- $34.0 million to $40.0 million
- 2026 outlook
Previous Earnings Reports
-
Q3 2025 GOV, revenue and adjusted EBITDA were lower year over year.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
recapitalization financial
term loan financial
deleveraging financial
adjusted ebitda financial
u.s. gaap financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
Enters new era with a return to GOV and EBITDA growth
CHICAGO, Nov. 09, 2026 (GLOBE NEWSWIRE) -- Vivid Seats Inc. (Nasdaq: SEAT) (“we,” “Vivid Seats,” or the “Company”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today provided financial results for the third quarter ended September 30, 2026.
“We are excited to announce the start of a new era for Vivid Seats,” said Lawrence Fey, Chief Executive Officer of Vivid Seats. “In the third quarter we returned to year-over-year GOV and Adjusted EBITDA growth, reflecting continued successful execution of our strategic priorities. We are equally excited to announce that we have reached an agreement in principle with a substantial majority of our term loan lenders for a recapitalization transaction that will provide us with a durable capital structure to support long-term value creation.”
Third Quarter 2026 Key Financial Highlights
- Marketplace GOV of
$624.0 million - Revenues of
$126.9 million - Net loss of
$17.4 million - Adjusted EBITDA of
$8.9 million
Recapitalization Overview
Vivid Seats has reached an agreement in principle with an ad hoc group of term lenders on the material terms of a comprehensive recapitalization and deleveraging transaction (the “Proposed Transaction”). Under the terms currently contemplated, the Proposed Transaction would, among other things, provide for
The Proposed Transaction is intended to strengthen the Company’s balance sheet, enhance its liquidity position, and provide greater financial flexibility to support its operations and long-term strategic objectives. The Proposed Transaction remains subject to, among other things, the negotiation and execution of definitive documentation.
Key Business Metrics & Non-U.S. GAAP Financial Measure
We use the following key business metrics and non-U.S. GAAP financial measure to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe this information is useful to investors and others in understanding and evaluating our results of operations in the same manner as management.
The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three and nine months ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Marketplace GOV(1) | $ | 623,988 | $ | 618,139 | $ | 1,895,713 | $ | 2,123,986 | ||||||||
| Marketplace orders(2) | 1,876 | 2,101 | 5,417 | 6,570 | ||||||||||||
| Resale orders(3) | 97 | 115 | 263 | 317 | ||||||||||||
| Adjusted EBITDA(4) | $ | 8,865 | $ | 4,905 | $ | 30,943 | $ | 40,982 | ||||||||
| (1) | Marketplace Gross Order Value (“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 nine months ended September 30, 2026, event cancellations negatively impacted Marketplace GOV by |
| (2) | 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 nine months ended September 30, 2026, our Marketplace segment experienced 34,221 and 94,422 event cancellations, respectively, compared to 39,414 and 129,612 event cancellations during the three and nine months ended September 30, 2025, respectively. |
| (3) | 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 nine months ended September 30, 2026, our Resale segment experienced 1,071 and 2,143 event cancellations, respectively, compared to 1,598 and 3,759 event cancellations during the three and nine months ended September 30, 2025, respectively. |
| (4) | Adjusted EBITDA is a financial measure not defined under accounting principles generally accepted in the United States of America (“U.S. GAAP”). See “Adjusted EBITDA” below for more information, including a reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure. |
2026 Financial Outlook
For the year ending December 31, 2026, we continue to anticipate:
- Marketplace GOV in the range of
$2.3 billion to$2.6 billion - Adjusted EBITDA in the range of
$34.0 million to$40.0 million *
* We calculate forward-looking adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking net loss, the most directly comparable U.S. GAAP financial measure. We do not attempt to provide a reconciliation of forward-looking adjusted EBITDA to forward-looking net loss because the timing and/or probable significance of certain excluded items that have not yet occurred and are outside of our control is inherently uncertain and unavailable without unreasonable efforts. Such items could have a significant and unpredictable impact on our future U.S. GAAP financial results.
Webcast Details
Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss the third quarter 2026 financial results, business updates, and financial outlook. Participants may access the webcast and supplemental earnings presentation by visiting investors.vividseats.com/events-and-presentations.
Transaction Advisors
Latham & Watkins LLP is serving as legal advisor, Moelis & Company is serving as investment banker, and FTI Consulting is serving as financial and communications advisor to Vivid Seats in connection with the Proposed Transaction.
About Vivid Seats
Founded in 2001, Vivid Seats (Nasdaq: SEAT) is a leading online ticket marketplace connecting fans to the live events, artists, and teams they love. Vivid Seats is committed to delivering the most rewarding ticket-buying experience for fans through competitive everyday pricing backed by its Lowest Price Guarantee, an industry-leading rewards program, and award-winning customer service. The Chicago-based company offers one of the widest selections of live events across North America, powered by proprietary technology that makes discovering and buying tickets simple, affordable, and reliable. Learn more by downloading the Vivid Seats app or visiting vividseats.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. 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: the terms, timeline, and anticipated benefits of, and our pro forma capital structure following, the Proposed Transaction; our business strategy and objectives; our future operating results and financial performance, including our expectations with respect to our fiscal year 2026 Marketplace GOV and adjusted EBITDA; and our expectations with respect to live event industry growth, the supply of and demand for live events, and our competitive positioning. 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: the ability of the parties to execute the Proposed Transaction; our ability to consummate the Proposed Transaction on the terms or timeline proposed, or at all, and to realize the anticipated benefits thereof; the effects of disruption from the Proposed Transaction making it more difficult to maintain business, financing, and operational relationships; the supply of and demand for live events; the impact of adverse economic conditions and other factors affecting discretionary consumer and corporate spending; our ability to develop and maintain relationships with ticket buyers, sellers, and partners; the impact of changes to internet search engine algorithms and mobile app marketplace rules; the impact of artificial intelligence on how consumers search for live event tickets; our ability to attract ticket sellers and buyers to our platform in the increasingly competitive ticketing industry; our ability to continue to maintain and improve our platform; the impact of extraordinary events, including disease epidemics; our ability to identify suitable acquisition targets and to complete and realize the expected benefits of acquisitions and other strategic investments; our ability to attract, hire, motivate, and retain our senior management team and other highly skilled personnel; our ability to comply with applicable laws and regulations; the ability of ticket holders to sell their tickets on the secondary market unencumbered; the impact of unfavorable outcomes in legislation and legal proceedings; our ability to maintain the integrity of our information systems and infrastructure, and to identify, assess, and manage relevant cybersecurity risks; our ability to generate sufficient cash flows and/or obtain additional financing when necessary or desirable; and other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as in our press releases and other filings with the Securities and Exchange Commission. 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 press release.
Contact:
Investors
investors@vividseats.com
Media
press@vividseats.com
| VIVID SEATS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (unaudited) | ||||||||
| September 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 44,764 | $ | 102,702 | ||||
| Restricted cash | 904 | 604 | ||||||
| Accounts receivable – net | 36,866 | 30,664 | ||||||
| Inventory – net | 17,532 | 18,166 | ||||||
| Prepaid expenses and other current assets | 29,895 | 26,336 | ||||||
| Total current assets | 129,961 | 178,472 | ||||||
| Property and equipment – net | 10,729 | 12,373 | ||||||
| Right-of-use assets – net | 9,414 | 10,515 | ||||||
| Intangible assets – net | 115,282 | 141,528 | ||||||
| Goodwill – net | 283,882 | 283,915 | ||||||
| Deferred tax assets – net | 1,334 | 1,123 | ||||||
| Investments | 5,565 | 5,365 | ||||||
| Other assets | 14,505 | 3,575 | ||||||
| Total assets | $ | 570,672 | $ | 636,866 | ||||
| Liabilities and shareholders' deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 138,656 | $ | 153,418 | ||||
| Accrued expenses and other current liabilities | 117,876 | 125,957 | ||||||
| Deferred revenue | 14,988 | 19,973 | ||||||
| Current maturities of long-term debt | 3,930 | 3,930 | ||||||
| Total current liabilities | 275,450 | 303,278 | ||||||
| Long-term debt – net | 381,046 | 383,431 | ||||||
| Long-term lease liabilities | 14,655 | 16,452 | ||||||
| Other liabilities | 17,955 | 18,834 | ||||||
| Total liabilities | 689,106 | 721,995 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders' deficit: | ||||||||
| Class A common stock, outstanding at September 30, 2026 and December 31, 2025, respectively | 23 | 23 | ||||||
| Additional paid-in capital | 1,381,176 | 1,368,067 | ||||||
| Treasury stock, at cost, 949,665 shares at September 30, 2026 and December 31, 2025 | (93,920 | ) | (93,920 | ) | ||||
| Accumulated deficit | (1,405,808 | ) | (1,359,472 | ) | ||||
| Accumulated other comprehensive income | 95 | 173 | ||||||
| Total shareholders' deficit | (118,434 | ) | (85,129 | ) | ||||
| Total liabilities and shareholders' deficit | $ | 570,672 | $ | 636,866 | ||||
| VIVID SEATS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) (unaudited) | ||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | 126,889 | $ | 136,373 | $ | 382,533 | $ | 443,962 | ||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 41,442 | 44,340 | 119,279 | 131,294 | ||||||||||||
| Marketing and selling | 50,008 | 55,973 | 152,712 | 173,885 | ||||||||||||
| General and administrative | 34,426 | 45,183 | 100,132 | 139,537 | ||||||||||||
| Depreciation and amortization | 12,309 | 13,723 | 36,935 | 37,689 | ||||||||||||
| Impairment charges | — | — | — | 320,449 | ||||||||||||
| Total costs and expenses | 138,185 | 159,219 | 409,058 | 802,854 | ||||||||||||
| Loss from operations | (11,296 | ) | (22,846 | ) | (26,525 | ) | (358,892 | ) | ||||||||
| Interest expense – net | 7,128 | 6,111 | 19,114 | 17,410 | ||||||||||||
| Other expense (income) – net | (890 | ) | (13 | ) | 1,125 | (154,364 | ) | |||||||||
| Loss on extinguishment of debt | — | — | — | 801 | ||||||||||||
| Loss before income taxes | (17,534 | ) | (28,944 | ) | (46,764 | ) | (222,739 | ) | ||||||||
| Income tax expense (benefit) | (150 | ) | (9,231 | ) | (428 | ) | 70,089 | |||||||||
| Net loss | (17,384 | ) | (19,713 | ) | (46,336 | ) | (292,828 | ) | ||||||||
| Net loss attributable to redeemable noncontrolling interests | — | (11,187 | ) | — | (138,685 | ) | ||||||||||
| Net loss attributable to Class A common stockholders | $ | (17,384 | ) | $ | (8,526 | ) | $ | (46,336 | ) | $ | (154,143 | ) | ||||
| VIVID SEATS INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) | ||||||||
| Nine Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (46,336 | ) | $ | (292,828 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 36,935 | 37,689 | ||||||
| Amortization of leases | 1,096 | 1,165 | ||||||
| Amortization of deferred financing costs | 1,428 | 735 | ||||||
| Equity-based compensation | 13,719 | 33,886 | ||||||
| Loss on asset disposals | 334 | 380 | ||||||
| Change in fair value of derivative asset | 473 | 841 | ||||||
| Deferred income tax expense (benefit) | (605 | ) | 76,786 | |||||
| Non-cash interest expense – net | 376 | 499 | ||||||
| Foreign currency loss (gain) – net | 126 | (2,363 | ) | |||||
| Write-off of deferred financing costs | 193 | — | ||||||
| Change in fair value of Intermediate Warrants | — | (5,713 | ) | |||||
| Loss on extinguishment of debt | — | 801 | ||||||
| Adjustment of liabilities under TRA | — | (149,787 | ) | |||||
| Impairment charges | — | 320,449 | ||||||
| Write-off of Sponsorship Loan | — | 2,024 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable – net | (6,228 | ) | 10,027 | |||||
| Inventory – net | 634 | (3,967 | ) | |||||
| Prepaid expenses and other current assets | (3,551 | ) | 6,254 | |||||
| Accounts payable | (14,704 | ) | (34,242 | ) | ||||
| Accrued expenses and other current liabilities | (9,204 | ) | (39,611 | ) | ||||
| Deferred revenue | (4,986 | ) | (5,681 | ) | ||||
| Long-term lease liabilities | (1,792 | ) | (1,731 | ) | ||||
| Other assets and liabilities – net | 47 | (9,009 | ) | |||||
| Net cash used in operating activities | (32,045 | ) | (53,396 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchases of property and equipment | (35 | ) | (2,053 | ) | ||||
| Purchases of personal seat licenses | (625 | ) | (990 | ) | ||||
| Investments in developed technology | (8,565 | ) | (12,533 | ) | ||||
| Purchases of seat images | (287 | ) | (686 | ) | ||||
| Net cash used in investing activities | (9,512 | ) | (16,262 | ) | ||||
| Cash flows from financing activities | ||||||||
| Payments of taxes related to net settlement of equity incentive awards | (905 | ) | (1,848 | ) | ||||
| Payments of 2025 First Lien Loan | (2,948 | ) | (1,964 | ) | ||||
| Payments toward Acquired Domain Name Obligation | (1,500 | ) | (1,500 | ) | ||||
| Payments of deferred financing costs and other debt-related expenses | (10,606 | ) | (162 | ) | ||||
| Tax distributions to redeemable noncontrolling interests | — | (1,689 | ) | |||||
| Repurchases of Class A common stock | — | (18,292 | ) | |||||
| Payment of liabilities under TRA | — | (4,005 | ) | |||||
| Payments of 2024 First Lien Loan | — | (76,986 | ) | |||||
| Proceeds from 2025 First Lien Loan | — | 76,986 | ||||||
| Repurchase and retirement of fractional shares resulting from Reverse Stock Split | — | (5 | ) | |||||
| Net cash used in financing activities | (15,959 | ) | (29,465 | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (122 | ) | 188 | |||||
| Net decrease in cash, cash equivalents, and restricted cash | (57,638 | ) | (98,935 | ) | ||||
| Cash, cash equivalents, and restricted cash – beginning of period | 103,306 | 244,648 | ||||||
| Cash, cash equivalents, and restricted cash – end of period | $ | 45,668 | $ | 145,713 | ||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid for interest | $ | 18,140 | $ | 20,984 | ||||
| Cash paid for income taxes, net of income tax refunds received | $ | 1,022 | $ | 5,259 | ||||
Adjusted EBITDA
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.
We believe adjusted EBITDA is useful for understanding, evaluating, and highlighting trends in our operating results and for making period-to-period comparisons of our business performance because it excludes the impact of items that are outside of our control and/or not reflective of ongoing performance related directly to the operation of our business.
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 warrants; loss on extinguishment of debt; adjustment of liabilities under our former Tax Receivable Agreement (“TRA”) entered into with the existing unitholders of Hoya Intermediate, LLC; 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.
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 nine months ended September 30, 2026 and 2025 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | (17,384 | ) | $ | (19,713 | ) | $ | (46,336 | ) | $ | (292,828 | ) | ||||
| Adjustments to reconcile net loss to adjusted EBITDA: | ||||||||||||||||
| Income tax expense (benefit) | (150 | ) | (9,231 | ) | (428 | ) | 70,089 | |||||||||
| Interest expense – net | 7,128 | 6,111 | 19,114 | 17,410 | ||||||||||||
| Depreciation and amortization | 12,309 | 13,723 | 36,935 | 37,689 | ||||||||||||
| Sales tax liability(1) | 352 | 500 | 793 | (860 | ) | |||||||||||
| Transaction costs(2) | 1,863 | 935 | 2,793 | 8,816 | ||||||||||||
| Equity-based compensation(3) | 4,634 | 11,483 | 13,719 | 33,886 | ||||||||||||
| Litigation, settlements, and related costs(4) | 893 | 228 | 2,729 | 933 | ||||||||||||
| Loss on asset disposals(5) | 248 | 184 | 334 | 380 | ||||||||||||
| Change in fair value of derivative asset(6) | 135 | 268 | 473 | 841 | ||||||||||||
| Foreign currency loss (gain) – net(7) | (1,342 | ) | 1,211 | 393 | (2,363 | ) | ||||||||||
| Severance compensation(8) | 179 | 685 | 424 | 1,239 | ||||||||||||
| Change in fair value of Intermediate Warrants(9) | — | (864 | ) | — | (5,713 | ) | ||||||||||
| Loss on extinguishment of debt(10) | — | — | — | 801 | ||||||||||||
| Adjustment of liabilities under TRA(11) | — | (615 | ) | — | (149,787 | ) | ||||||||||
| Impairment charges(12) | — | — | — | 320,449 | ||||||||||||
| Adjusted EBITDA | $ | 8,865 | $ | 4,905 | $ | 30,943 | $ | 40,982 | ||||||||
| (1) | During the three and nine months ended September 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). |
| (2) | 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 nine months ended September 30, 2026 primarily related to various strategic transactions and investments, as well as the write-off of unamortized deferred third-party fees incurred in connection with our prior revolving credit facility. Costs in three and nine months ended September 30, 2025 primarily related to the February 2025 refinancing of our first lien term loan, repurchases of Class A common stock, and various strategic transactions and investments. |
| (3) | Relates to equity incentive awards granted to our employees, directors, and consultants pursuant to our 2021 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. |
| (4) | 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. |
| (5) | Relates to disposals of fixed assets, which are not considered indicative of our core operating performance. |
| (6) | Relates to the revaluation of derivatives recorded at fair value, which revaluations are not considered indicative of our core operating performance. |
| (7) | Relates to net realized and unrealized losses (gains) resulting from the impact of exchange rate changes on transactions denominated in non-functional currencies, which are not considered indicative of our core operating performance. |
| (8) | Relates to severance-related payments made to terminated employees as a result of a reduction in employee headcount and the departure of certain members of our leadership team, which are not considered indicative of our core operating performance. |
| (9) | Relates to the revaluation of warrants issued in connection with the 2021 transaction pursuant to which Horizon Acquisition Corporation merged with and into us that entitled Hoya Topco, LLC to purchase common units of Hoya Intermediate, LLC, which revaluations are not considered indicative of our core operating performance. |
| (10) | Relates to losses incurred in connection with the extinguishment of our former first lien term loan, which are not considered indicative of our core operating performance. |
| (11) | Relates to the remeasurement and settlement of the TRA liability, which remeasurements and settlements are not considered indicative of our core operating performance. |
| (12) | 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. |
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were Vivid Seats’ third-quarter 2026 earnings results?
Vivid Seats reported $126.889 million in revenue and a $17.384 million net loss for the quarter ended September 30, 2026. Revenue declined from $136.373 million a year earlier, while net loss narrowed from $19.713 million. Adjusted EBITDA increased to $8.865 million from $4.905 million.
What does Vivid Seats’ proposed recapitalization include?
The proposed recapitalization contemplates $60 million in new term loans, conversion of a significant portion of existing debt into equity, an approximately $200 million reduction in funded debt and extended maturities on remaining debt. The agreement in principle remains subject to negotiation and execution of definitive documentation.
How did event cancellations affect Vivid Seats’ 2026 marketplace gross order value?
Event cancellations reduced marketplace gross order value by $10.2 million in the third quarter and $35.6 million in the first nine months of 2026. The corresponding reductions a year earlier were $11.4 million and $47.2 million. Marketplace gross order value is reported net of event cancellations.