Results of Operations and Financial Condition On August 4, 2026, Vivid Seats Inc. issued a press release providing financial results for the second quarter ended June 30, 2026, a copy of which is attached as Exhibit 99.1 hereto. The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securi…

Results of Operations and Financial Condition On May 5, 2026, Vivid Seats Inc. (the “ Company ”) issued a press release providing financial results for the first quarter ended March 31, 2026, a copy of which is attached as Exhibit 99.1 hereto. The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing u…

Regulation FD Disclosure In order to maximize flexibility with respect to its capital structure and growth prospects, the Company previously designated certain of its subsidiaries, including Vegas.com, LLC, as “Unrestricted Subsidiaries” under the Company’s first lien credit facility, dated June 17, 2017 (as amended from time to time, the “ Credit Facility ”), pursuant to the terms thereof. In addition, the Company has recently been engaged in confidential discussions with an ad hoc group com…

Results of Operations and Financial Condition On March 12, 2026, Vivid Seats Inc. (the “ Company ”) issued a press release providing financial results for the fourth quarter and fiscal year ended December 31, 2025, a copy of which is attached as Exhibit 99.1 hereto. The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by re…

Chief Financial Officer — Joseph Thomas: The company appointed a new Chief Financial Officer from an external candidate.

Director — Martin Taylor: Mr. Taylor resigned from the Board of Directors.

On December 22, 2025, the Company notified The Nasdaq Stock Market LLC (“ Nasdaq ”) that as a result of Mr. Taylor’s resignation, the Company is no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Board to be comprised of independent directors. The Company expects to regain compliance within the cure period provided by Nasdaq Listing Rule 5605(b)(1)(A). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has…

Entry into a Material Definitive Agreement. On October 19, 2025, Vivid Seats Inc. (the “ Company ”) entered into a Corporate Simplification Agreement (the “ CSA ”) with Hoya Intermediate, LLC (“ Hoya Intermediate ”), GTCR Management XI, LLC (the “ TRA Holder Representative ”), Hoya Topco, LLC (“ Hoya Topco ”) and each other party thereto under the heading “TRA Holders” on the signature pages thereto (collectively with Hoya Topco and the TRA Holder Representative, the “ TRA Parties ”). Pursuan…

Results of Operations and Financial Condition. On August 5, 2025, Vivid Seats Inc. issued a press release providing financial results for the second quarter ended June 30, 2025, a copy of which is attached as Exhibit 99.1 hereto. The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securit…

Results of Operations and Financial Condition. On May 6, 2025, Vivid Seats Inc. issued a press release providing financial results for the first quarter ended March 31, 2025, a copy of which is attached as Exhibit 99.1 hereto. The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities…

Results of Operations and Financial Condition. On March 12, 2025, Vivid Seats Inc. issued a press release providing financial results for the fourth quarter and fiscal year ended December 31, 2024, a copy of which is attached as Exhibit 99.1 hereto. The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any fili…

Results of Operations and Financial Condition. On March 12, 2025, Vivid Seats Inc. issued a press release providing financial results for the fourth quarter and fiscal year ended December 31, 2024, a copy of which is attached as Exhibit 99.1 hereto. The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any fili…

Entry into a Material Definitive Agreement. On February 5, 2025 (the “ Closing Date ”), certain direct and indirect subsidiaries of Vivid Seats Inc. (the “ Company ”), including Hoya Midco, LLC (the “ Borrower ”), Hoya Intermediate, LLC (“ Holdings ”), Vivid Seats LLC, and certain direct and indirect wholly owned subsidiaries of Vivid Seats LLC, entered into an amendment (the “ Amendment ”) to the First Lien Credit Agreement, dated June 30, 2017, among the Borrower, Holdings, Barclays Bank PL…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Results of Operations and Financial Condition. On November 7, 2024, Vivid Seats Inc. issued a press release providing financial results for the third quarter ended September 30, 2024, a copy of which is attached as Exhibit 99.1 hereto. The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the S…

Director — Tom Ehrhart: Mr. Ehrhart resigned from the Board of Directors as part of the Company's compliance with Nasdaq Rules, and Adam Stewart was elected to succeed him.

Results of Operations and Financial Condition. On August 6, 2024, Vivid Seats Inc. (the “Company”) issued a press release providing financial results for the second quarter ended June 30, 2024, a copy of which is attached as Exhibit 99.1 hereto. The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing u…

Director — Adam Stewart: Mr. Stewart was elected as a director to comply with Nasdaq rules and will serve on the Nominating and Corporate Governance Committee.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant The information set forth under

Entry into a Material Definitive Agreement On June 14, 2024 (the “ Closing Date ”), certain direct and indirect subsidiaries of Vivid Seats Inc. (the “ Company ”), including Hoya Midco, LLC (the “ Borrower ”), Hoya Intermediate, LLC (“ Holdings ”), Vivid Seats LLC and certain direct and indirect wholly owned subsidiaries of Vivid Seats LLC, entered into an amendment (the “ Amendment ”) to the First Lien Credit Agreement, dated June 30, 2017, among the Borrower, Holdings, Barclays Bank PLC, as…

Results of Operations and Financial Condition The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On May 7, 2024, Vivid Seats Inc. issued a press release…

Results of Operations and Financial Condition The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. On March 5, 2024, Vivid Seats Inc. (the “Company”) issu…

Other Events On February 29, 2024, the Company’s Board of Directors authorized a share repurchase program (the “Repurchase Program”), pursuant to which the Company may, from time to time, purchase up to $100.0 million in shares of its Class A common stock, par value $0.0001 per share. Such repurchases may be executed through various means, including open market and privately negotiated transactions. The Repurchase Program does not have a fixed expiration date, does not obligate the Company to…

Chief Technology Officer — Jonathan Wagner: Jonathan Wagner is retiring from his role as Chief Technology Officer, and Stefano Langenbacher has been hired as the new CTO.

The filing pertains to the approval of a Plan Amendment, not a management change.