Vivid Seats Inc

Item 1A. Risk Factors

In addition to the information set forth in this Report, you should carefully consider the risks and uncertainties discussed in the Risk Factors sections of our 2024 Form 10-K and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. These risks and uncertainties could cause actual results to differ materially from historical results or the results contemplated by the forward-looking statements contained in this Report. Other thanExcept as set forth below, during the three and six months e and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, tas of September 30, 2025, there werehave been no material changes to the risk factors discussed in our 2024 Form 10-K.

The effect of the Reverse Stock Split on We may not realize the market price and liquidityexcepted benefits of our Class A common stock, and our overall market capitalizthe Corporate Simplification, cannot be predicted.

Following the effectiv.

We expect to realize certain beness fits as a result of the ReversCorporate Stock Simplit, the market price fication, including retaining 100% of our Class A common stock will continue to be based on our business performance and other factors, many of which are unrelated to our capitalizafuture realized tax savings that, but for the TRA termination or the Reverse Stock Split. The effect of, would have been payable to the Reverse Stock Split, if any, on such price cannot be accurately predicted. There can be no assuraformer TRA parties, and realizing annual savings from reduced compliance that such price will increase in propoand financial reportion to the decrease in the number of outstanding shares of our Clng costs ass A common stock, if at all. Further, even if such price does increase after the Reverse Sociated with a single-class stock Split, there can be no assurance that such increase will be maintained. Moreostructure. However, if the Reverse Stock Split is perceived negatively by the market, it could adversely affect such price. Ibenefits are dependent on any such case, our market capitalization would decrease. Any such adverse effect on market price and/or decrease in market capitalization would b number of factors, including applicable laws and the amount of our future taxable income. We magnified after the Reverse Stock Split due toy not ultimately realize all of the reducexpected number of issued shares of our common stock.

In addibenefits of the Corporate Simplification,  on the Reverse Stock Split will reduce the number of outstandinganticipated timeline, or at all.

New shares of our Class A common stock, which may lead to reduc were issued trading therein and a smaller number of market makers in connection with therefor (particularly if the market price thereof does not increase after the Reverse Stock Split). The Reverse Stock Split will also increase Corporate Simplification. In addition to diluting the number of stockholders who own odd lots of feownership and/or voting power than 100 shares of our Class A commonexisting stock. Brokerage commissions and other costs associated with transactions in odd lots holders, this increase in the number of share generally higher than those associated with transactions in more than 100 shares. As a result, stockholds eligible for resale in the public market could advers who own fewerely affect than 100 shares e market price of our Class A common stock after the Reverse Stock Split may face higher transa.

In connection costs if theywith then decide to sell their shares.

The availability of addi Corporate Simplificational authorized but unissued, (i) all 3,811,250 shares of our Class B common stock following the Reverse Stock Split may make more difficult or discourage a merger, tender offer, or proxy contest, a change in control of our company, and/or the removal of management.

The Reverse Stock Split will result in a relative increase in the number of authorized but unissued s(and corresponding Intermediate Units) were cancelled and exchanged for shares of our Class A common stock due toon a decrease in the number of issued shares thereof. Under certain circumstances, this may be constrone-for-one basis and (ii) we issued as having an anti-takeover effect because the availability n additional 403,022 shares of authorized but unissued shares may make more difficult or discourage a merger, tender offer, or proxy contest, a change in control of our compClass A common stock (after rounding down any, and/or the remov fractional of management, which our stockholders might otherwise deem favorable. For example, our Board could issue additionshare) to the TRA Parties. Sales of substantial sharenumbers of our common stock (i) to frustrate or create impediments to a third-party attempt to takeoversuch shares in the public market, or otherwise gain control of our company because s fact that such issuance wsales could dilute the voting power of theoccur, could adversely affect then-outstanding shares or (ii) to purchasers who support o market price of our Board in opposing a takeover bid that our Board determines not to be in the best interests of us and our stockholdersClass A common stock.