Vivid Seats Inc-A 2024年度报告

Vivid Seats Inc. (Exact name of registrant as specified in its charter) Securies registered pursuant to Secon 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securies Act. YES☐NO☒ Indicate by check mark if the registrant is not required tofile reports pursuant to Secon 13 or 15(d) of the Act.YES☐NO☒ Indicate by check mark whether the registrant (1) hasfiled all reports required to befiled by Secon 13 or 15(d) of the Securies Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to suchfiling requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submied electronically every Interacve Data File required to be submied pursuant to Rule 405 of Regulaon S-T (§232.405 of thischapter) 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 reporng company, or an emerging growth company. Seethe definions of “large acceleratedfiler,” “acceleratedfiler,” “smaller reporng company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transion period for complying with any new or revisedfinancial accounngstandards provided pursuant to Secon 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant hasfiled a report on and aestaon to its management’s assessment of the effecveness of its internal control overfinancial reporngunder Secon 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounngfirm that prepared or issued its audit report.☐ If securies are registered pursuant to Secon 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in thefiling reflect the correcon of anerror to previously issuedfinancial statements.☐ Indicate by check mark whether any of those error correcons are restatements that required a recovery analysis of incenve-based compensaon received by any of the registrant’sexecuve officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the vong and non-vong common equity held by non-affiliates of the registrant as of June 28, 2024, the last business day of the registrant’s mostrecently completed secondfiscal quarter, was approximately $438.7million. As of February 28, 2025, the registrant had outstanding132,697,220shares of Class A common stock, $0.0001 par value per share, net of treasury shares, and76,225,000shares of ClassB common stock, $0.0001 par value per share. Documents incorporated by reference: Porons of the definive proxy statement relang to the registrant’s 2025 annual meeng of stockholders are incorporated by reference in PartIII, Items 10-14 of this Annual Report on Form 10-K. Auditor Name:Deloie & Touche LLP Forward-Looking Statements1Risk Factors Summary2PART I4Item 1.Business4Item 1A.Risk Factors15Item 1B.Unresolved StaffComments35Item 1C.Cybersecurity35Item 2.Properes36Item 3.Legal Proceedings36Item 4.Mine Safety Disclosures36PART II37Item 5.Market for Registrant’s Common Equity, Related Stockholder Maers and Issuer Purchases of Equity Securies37Item 6.[Reserved]38Item 7.Management’s Discussion and Analysis of Financial Condion and Results of Operaons39Item 7A.Quantave and Qualitave Disclosures about Market Risk57Item 8.Financial Statements and Supplementary Data58Item 9Changes in and Disagreements With Accountants on Accounng and Financial Disclosure110Item 9A.Controls and Procedures110Item 9B.Other Informaon111Item 9C.Disclosure Regarding Foreign Jurisdicons that Prevent Inspecons111PART III112Item 10.Directors, Execuve Officers and Corporate Governance112Item 11.Execuve Compensaon112Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Maers112Item 13.Certain Relaonships and Related Transacons, and Director Independence112Item 14.Principal Accountant Fees and Services112PART IV113Item 15.Exhibits and Financial Statement Schedules113Item 16.Form 10-K Summary116Signatures117 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of Secon 27A of theSecuries Act of 1933, as amended (the “Securies Act”), and Secon 21E of the Securies Exchange Act of 1934, as amended(the “Exchange Act”), regarding future events and the future results of Vivid Seats Inc. and its subsidiaries, including HoyaIntermediate, LLC (“Hoya Intermediate”)