Vivid Seats Inc SEC Filings

Vivid Seats Inc. reported Q3 2025 results. Revenue was $136,373 thousand and the quarter showed a net loss of $19,713 thousand (basic EPS $(1.31)), compared with revenue of $186,605 thousand and net income of $9,196 thousand a year ago. Marketplace revenue was $104,807 thousand and Resale revenue was $31,566 thousand.

For the nine months ended September 30, 2025, revenue was $443,962 thousand and net loss was $292,828 thousand, driven in part by impairment charges of $320,449 thousand (including $297,412 thousand goodwill and $23,037 thousand certain indefinite‑lived trademarks). Operating cash flow was $(53,396) thousand.

Cash and cash equivalents were $145,108 thousand and long‑term debt (net) was $384,212 thousand at September 30, 2025. The TRA liability was $180 thousand at September 30, 2025 versus $155,720 thousand at December 31, 2024. A 1‑for‑20 reverse stock split became effective on August 5, 2025. As of October 31, 2025, Class A shares outstanding were 10,725,316, net of treasury shares.

Vivid Seats Inc. announced the closing of its Corporate Simplification under a Corporate Simplification Agreement with Hoya Intermediate and the TRA Parties over the two Business Days ended on October 31, 2025. In connection with the closing, the company issued Amended and Restated Corporation Warrants pursuant to a Private Warrant Agreement dated October 31, 2025.

The company terminated all rights and obligations under the Tax Receivable Agreement and the LLC Agreement, other than terms that expressly survive. The warrant issuance was an unregistered sale relying on Section 4(a)(2).

Leadership changes were also disclosed: on November 3, 2025, Lawrence Fey was appointed Chief Executive Officer and a Class I director, succeeding Stanley Chia, who stepped down the same day and will remain a non-officer employee until December 1, 2025. Edward Pickus, Chief Accounting Officer, was named Interim Chief Financial Officer, and Riva Bakal stepped down as Chief Customer & Supply Officer and will assist through November 14, 2025. The company furnished its third-quarter 2025 results press release as Exhibit 99.1.

Vivid Seats Inc. (SEAT) reported insider transactions by Hoya Topco, LLC (director and 10% owner). On October 30–31, 2025, the reporting person completed pro‑rata in‑kind distributions and exchanges reflecting the company’s 1‑for‑20 reverse split on August 5, 2025.

The reporting person distributed 1,506,737 shares of Class B on October 30 and distributed 2,548,204 shares of Class A on October 31, each for $0. In connection with an exchange, 2,304,513 LLC Units and the same number of paired Class B shares were exchanged for 2,304,513 Class A shares at $0. Additionally, 243,691 Class A shares were issued as consideration for the termination of the Tax Receivable Agreement, other than certain surviving terms.

The filing also notes that warrants to purchase Class B were canceled and converted into Class A warrants with exercise prices of $200 and $300 per share, which are presently exchangeable one‑for‑one into Class A shares.

Vivid Seats Inc. (SEAT) filed an amended 8-K to add Item 3.02 and disclose a Corporate Simplification Agreement (CSA) with Hoya Intermediate and the TRA Parties. The CSA terminates all rights and obligations under the company’s Tax Receivable Agreement (TRA), with certain terms expressly surviving. Closing will occur over two consecutive Business Days.

On the Second Closing Date, Vivid Seats will issue 403,022.6700 shares of Class A common stock as “Simplification Incentive Consideration” in exchange for the full TRA termination. If the Closing does not occur, the TRA amendment is void and prior payment obligations under the TRA are reinstated. The issuance will be unregistered in reliance on Section 4(a)(2).

Following the Closing, Hoya Topco will beneficially own 4,214,272 Class A shares, representing approximately 39% of the voting power, and will cease to own Units or Class B shares. The company will cancel all outstanding Class B common stock. A special committee of independent directors unanimously determined the CSA is in the best interests of the company and its stockholders.

Vivid Seats (SEAT) reported an insider equity change: a director converted restricted stock units into 245 shares of Class A common stock on 10/19/2025 (transaction code M).

Following the transaction, the director beneficially owned 3,961 shares directly. The RSUs vest in five equal annual installments beginning 10/19/2022 and are scheduled to be fully vested on 10/19/2026; they have no expiration date. Share counts reflect the 1-for-20 reverse stock split effected on 08/05/2025.

Vivid Seats (SEAT) disclosed a routine insider equity settlement. On 10/19/2025, a director and 10% owner converted 245 RSUs into 245 shares of Class A common stock (transaction code M) at a $0 exercise price. After the transaction, the insider directly owned 4,831 shares. The RSUs vest in five equal annual installments beginning 10/19/2022 and ending 10/19/2026. Share counts reflect the 1-for-20 reverse split effective 8/5/2025.

Vivid Seats (SEAT) director reports RSU vesting into shares. On 10/19/2025, 245 Restricted Stock Units were settled into 245 shares of Class A common stock (Transaction Code M), recorded as an acquisition at a price of $0. Following the transaction, 4,831 shares were beneficially owned in direct form.

The RSUs vest in five equal annual installments that began on October 19, 2022 and are scheduled to be fully vested on October 19, 2026. Reported share amounts reflect a 1-for-20 reverse stock split effected on August 5, 2025.

Vivid Seats (SEAT) reported an insider equity change by its Chief Supply/Customer Officer. On 10/19/2025, 193 RSUs vested and settled into Class A common stock. On 10/20/2025, 87 shares were sold at $11.03 pursuant to a mandatory sell-to-cover for taxes tied to the RSU vesting. After these transactions, the officer directly owns 20,645 Class A shares.

Vivid Seats (SEAT) reported an insider equity change. On 10/19/2025, a director settled 245 Restricted Stock Units (RSUs) into 245 shares of Class A common stock at $0 under transaction code M. After this conversion, the director beneficially owns 4,831 shares directly.

The RSUs began vesting in five equal annual installments on October 19, 2022 and will be fully vested on October 19, 2026; the RSUs do not have an expiration date. Share counts have been adjusted for a 1-for-20 reverse stock split effective August 5, 2025.