Vivid Seats Inc-A 2026年季度报告

FORM 10-Q (Mark One) Vivid Seats Inc. (Exact name of registrant as specified in its charter) (312) 291-9966(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) hasfiled all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to suchfiling requirements for thepast 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large acceleratedfiler, an acceleratedfiler, a non-acceleratedfiler, a smaller reporting company, or an emerginggrowth company. See the definitions of “large acceleratedfiler,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large acceleratedfiler☐Non-acceleratedfiler☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of April 30, 2026, the registrant had outstanding 10,987,411 shares of Class A common stock, $0.0001 par value per share, net of treasury shares. TABLE OF CONTENTS Forward-Looking Statements1PART I.FINANCIAL INFORMATION3Item 1.Financial Statements (Unaudited)3Condensed Consolidated Balance Sheets3Condensed Consolidated Statements of Operations4Condensed Consolidated Statements of Comprehensive Loss5Condensed Consolidated Statements of Equity (Deficit)6Condensed Consolidated Statements of Cash Flows7Notes to Condensed Consolidated Financial Statements8Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 3.Quantitative and Qualitative Disclosures About Market Risk41Item 4.Controls and Procedures41PART II.OTHER INFORMATION43Item 1.Legal Proceedings43Item 1A.Risk Factors43Item 2.Unregistered Sales of Equity Securities and Use of Proceeds43Item 3.Defaults Upon Senior Securities43Item 4.Mine Safety Disclosures43Item 5.Other Information43Item 6.Exhibits44Signatures46 FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of theSecurities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),regarding future events and trends and the future results of Vivid Seats Inc. (“VSI”) and its subsidiaries, including Hoya Intermediate,LLC (“Hoya Intermediate”), Hoya Midco, LLC, and Vivid Seats LLC (collectively, “we,” “us,” and “our”). Words such as “anticipate,”“believe,” “can,” “continue,” “could,” “design,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “plan,”“project,” “propose,” “seek,” “should,” “target,” “will,” and “would,” as well as similar expressions that predict or indicate futureevents or do not relate to historical matters, are intended to identify such forward-looking statements. We may use forward-looking statements when addressing our future operating results andfinancial performance and other topicssuch as: •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 andother 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, a