Vivid Seats Files 8-K/A Amendment on Equity Warrants

TL;DR

Vivid Seats amended its filing on equity warrants issued Oct 19.

AI Summary

Vivid Seats Inc. filed an 8-K/A on October 23, 2025, to amend a previous filing concerning an event that occurred on October 19, 2025. The amendment relates to unregistered sales of equity securities, specifically warrants to purchase Class A common stock.

Why It Matters

This filing provides updated information regarding the issuance or terms of warrants, which could impact the company's capital structure and future share count.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings, especially concerning equity, can indicate changes in financial arrangements or potential dilution, requiring closer investor scrutiny.

Key Players & Entities

• Vivid Seats Inc. (company) — Registrant
• October 19, 2025 (date) — Earliest event date
• October 23, 2025 (date) — Filing date
• warrants to purchase Class A common stock (equity_security) — Subject of amendment

FAQ

Key Financial Figures

• $0.0001 — stered Class A common stock, par value $0.0001 per share SEAT The Nasdaq Stock Mar
• $200.00 — o 100,000 Units at an exercise price of $200.00 per unit (the " Topco $10 Warrants "),
• $10 — price of $200.00 per unit (the " Topco $10 Warrants "), and (ii) the Private Warra
• $300.00 — o 100,000 Units at an exercise price of $300.00 per unit (the " Topco $15 Warrants " an
• $15 — price of $300.00 per unit (the " Topco $15 Warrants " and together with the Topco
• $0.02 — B Common Stock at an exercise price of $0.02 per share; On the Second Closing Date

Filing Documents

• ef20057615_8ka.htm (8-K/A) — 63KB
• 0001140361-25-039086.txt ( ) — 238KB
• seat-20251019.xsd (EX-101.SCH) — 4KB
• seat-20251019_def.xml (EX-101.DEF) — 18KB
• seat-20251019_lab.xml (EX-101.LAB) — 27KB
• seat-20251019_pre.xml (EX-101.PRE) — 20KB
• ef20057615_8ka_htm.xml (XML) — 6KB

01

Item 1.01 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 "). Pursuant to the CSA, among other things, the Company and the TRA Parties agreed to terminate all obligations under the Tax Receivable Agreement, dated October 18, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the " TRA "), among the Company, Hoya Intermediate and each other person from time to time party thereto. Capitalized terms used but not defined herein have the meanings given to them in the CSA. Corporate Simplification Agreement A special committee of independent and disinterested members of the Company's board of directors unanimously determined that the CSA and the transactions contemplated thereby are advisable and in the best interests of the Company and its stockholders. The closing of the transactions contemplated by the CSA will occur after the satisfaction or waiver of the conditions set forth therein over two consecutive Business Days (the " First Closing Date " and the " Second Closing Date ," respectively, and together, the " Closing "). 403,022.6700 shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of the Company, (the " Simplification Incentive Consideration ") as consideration for the complete and full termination of all rights and obligations under the TRA, other than certain terms thereof that will expressly survive (the " TRA Ame

02

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this report is incorporated by reference into this Item 3.02. The Company's issuance of the Simplification Incentive Consideration will not involve an underwriter and will not be registered under the Securities Act (as defined herein) in reliance upon the exemption from registration provided by Section 4(a)(2) thereof and the representations made by the TRA Parties in the CSA.

01

Item 7.01 Regulation FD Disclosure On October 20, 2025, the Company issued a press release relating to the CSA. A copy of the press release isattached hereto as Exhibit 99.1 and is incorporated herein by reference. The information set forth under this Item 7.01, 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 otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.

Forward-Looking Statements

Forward-Looking Statements This report contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, regarding future events and the future results of the Company and its subsidiaries, including 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 which predict or indicate future events and trends or which do not relate to historical matters, are intended to identify such forward-looking statements. For example, we may use forward-looking statements when addressing topics such as the timing and likelihood of the consummation of the transactions contemplated by the Corporate Simplification and the other transactions described herein and the expected benefits therefrom, as well as our future financial performance. We have based these forward-looking statements largely on our current expectations, estimates, forecasts and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. While we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Forward-looking statements are not guarantees of future performance, conditions or results, and are subject to risks, uncertainties and assumptions that can be difficult to predict and/or are outside of our control. Therefore, actual results may differ materially from those contemplated by any forward-looking statements. You shou

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1* Corporate Simplification Agreement, dated October 19, 2025, among the Company, Hoya Intermediate, LLC and the TRA Parties (incorporated by reference to Exhibit 10.1 to the Original Filing) 99.1 Press release issued by Vivid Seats Inc., dated October 20, 2025 (incorporated by reference to Exhibit 99.1 to the Original Filing) 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) *The schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Vivid Seats Inc. Date: October 23, 2025 By: /s/ Lawrence Fey Lawrence Fey Chief Financial Officer

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View this 8-K/A filing on SEC EDGAR