“We are encouraged by the progress we’ve made through the first half of the year. Our second quarter results exceeded expectations as we delivered sequential growth?driven by the extraordinary demand created by the
Second Quarter 2026 Key Financial Highlights
- Marketplace GOV of
$659.4 million - Revenues of
$129.9 million - Net loss of
$14.3 million - Adjusted EBITDA of
$12.6 million
Key Business Metrics & Non-
We use the following key business metrics and non-
The following table summarizes our key business metrics and non-
| Three Months Ended | Six Months Ended | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Marketplace GOV(1) | $ | 659,359 | $ | 685,488 | $ | 1,271,725 | $ | 1,505,847 | ||||||||
| Marketplace orders(2) | 1,825 | 2,173 | 3,541 | 4,469 | ||||||||||||
| Resale orders(3) | 84 | 97 | 166 | 202 | ||||||||||||
| Adjusted EBITDA(4) | $ | 12,592 | $ | 14,356 | $ | 22,078 | $ | 36,077 | ||||||||
| (1) | Marketplace Gross Order Value (“Marketplace GOV”) represents the total transactional amount of Marketplace orders processed on our online platform during a period, inclusive of fees, exclusive of taxes, and net of event cancellations. During the three and six months ended | |
| (2) | Marketplace orders represent the total volume of Marketplace segment transactions processed on our online platform during a period, net of event cancellations. During the three and six months ended | |
| (3) | Resale orders represent the total volume of Resale segment transactions processed on a given platform (including our own) during a period, net of event cancellations. During the three and six months ended | |
| (4) | Adjusted EBITDA is a financial measure not defined under accounting principles generally accepted in | |
2026 Financial Outlook
For the year ending
- Marketplace GOV in the range of
$2.3 billion to$2.6 billion (previously$2.2 billion to$2.6 billion ) - Adjusted EBITDA in the range of
$34.0 million to$40.0 million (previously$30.0 million to$40.0 million )*
* We calculate forward-looking adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking net loss, the most directly comparable
Webcast Details
About Vivid Seats
Founded in 2001, Vivid Seats (Nasdaq: SEAT) is a leading online ticket marketplace connecting fans to the live events, artists, and teams they love. Vivid Seats is committed to delivering the most rewarding ticket-buying experience for fans through competitive everyday pricing backed by its Lowest Price Guarantee, an industry-leading rewards program, and award-winning customer service. The Chicago-based company offers one of the widest selections of live events across North America, powered by proprietary technology that makes discovering and buying tickets simple, affordable, and reliable. Learn more by downloading the Vivid Seats app or visiting vividseats.com.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. 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 future events or do not relate to historical matters, are intended to identify such forward-looking statements. Such forward-looking statements may relate to, without limitation: our business strategy and objectives; our future operating results and financial performance, including our expectations with respect to our fiscal year 2026 Marketplace GOV and adjusted EBITDA; and our expectations with respect to live event industry growth, the supply of and demand for live events, and our competitive positioning. Forward-looking statements are not guarantees of future performance, conditions, or results, and are subject to risks and uncertainties that can be difficult to predict and/or outside of our control. Therefore, actual results may differ materially from those contemplated by any such forward-looking statements. Such risks and uncertainties include, but are not limited to: 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 and other 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, assess, and manage relevant cybersecurity risks; our ability to generate sufficient cash flows and/or obtain additional financing when necessary or desirable; and other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as in our press releases and other filings with the Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to update or revise any such forward-looking statements, which speak only as of the date of this press release.
Contact:
Investors
investors@vividseats.com
Media
press@vividseats.com
CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) (Unaudited) | ||||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 136,676 | $ | 102,702 | ||||
| Restricted cash | 904 | 604 | ||||||
| Accounts receivable – net | 45,036 | 30,664 | ||||||
| Inventory – net | 26,925 | 18,166 | ||||||
| Prepaid expenses and other current assets | 39,191 | 26,336 | ||||||
| Total current assets | 248,732 | 178,472 | ||||||
| Property and equipment – net | 11,268 | 12,373 | ||||||
| Right-of-use assets – net | 9,769 | 10,515 | ||||||
| Intangible assets – net | 124,168 | 141,528 | ||||||
| 283,468 | 283,915 | |||||||
| Deferred tax assets – net | 1,296 | 1,123 | ||||||
| Investments | 5,465 | 5,365 | ||||||
| Other assets | 4,639 | 3,575 | ||||||
| Total assets | $ | 688,805 | $ | 636,866 | ||||
| Liabilities and shareholders' deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 230,849 | $ | 153,418 | ||||
| Accrued expenses and other current liabilities | 126,476 | 125,957 | ||||||
| Deferred revenue | 17,331 | 19,973 | ||||||
| Current maturities of long-term debt | 3,930 | 3,930 | ||||||
| Total current liabilities | 378,586 | 303,278 | ||||||
| Long-term debt – net | 381,836 | 383,431 | ||||||
| Long-term lease liabilities | 15,260 | 16,452 | ||||||
| Other liabilities | 18,202 | 18,834 | ||||||
| Total liabilities | 793,884 | 721,995 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders' deficit: | ||||||||
| Class A common stock, | 23 | 23 | ||||||
| Additional paid-in capital | 1,376,687 | 1,368,067 | ||||||
| (93,920 | ) | (93,920 | ) | |||||
| Accumulated deficit | (1,388,424 | ) | (1,359,472 | ) | ||||
| Accumulated other comprehensive income | 555 | 173 | ||||||
| Total shareholders' deficit | (105,079 | ) | (85,129 | ) | ||||
| Total liabilities and shareholders' deficit | $ | 688,805 | $ | 636,866 | ||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands) (Unaudited) | ||||||||||||||||
| Three Months Ended | Six Months Ended | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues | $ | 129,861 | $ | 143,566 | $ | 255,644 | $ | 307,589 | ||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of revenues (exclusive of depreciation and amortization shown separately below) | 38,642 | 42,429 | 77,837 | 86,954 | ||||||||||||
| Marketing and selling | 52,753 | 53,800 | 102,704 | 117,912 | ||||||||||||
| General and administrative | 32,589 | 46,272 | 65,706 | 94,354 | ||||||||||||
| Depreciation and amortization | 12,318 | 12,341 | 24,626 | 23,966 | ||||||||||||
| Impairment charges | — | 320,449 | — | 320,449 | ||||||||||||
| Total costs and expenses | 136,302 | 475,291 | 270,873 | 643,635 | ||||||||||||
| Loss from operations | (6,441 | ) | (331,725 | ) | (15,229 | ) | (336,046 | ) | ||||||||
| Interest expense – net | 6,055 | 5,634 | 11,986 | 11,299 | ||||||||||||
| Other expense (income) – net | 945 | (150,197 | ) | 2,015 | (154,351 | ) | ||||||||||
| Loss on extinguishment of debt | — | — | — | 801 | ||||||||||||
| Loss before income taxes | (13,441 | ) | (187,162 | ) | (29,230 | ) | (193,795 | ) | ||||||||
| Income tax expense (benefit) | 880 | 76,165 | (278 | ) | 79,320 | |||||||||||
| Net loss | (14,321 | ) | (263,327 | ) | (28,952 | ) | (273,115 | ) | ||||||||
| Net loss attributable to redeemable noncontrolling interests | — | (123,652 | ) | — | (127,498 | ) | ||||||||||
| Net loss attributable to Class A common stockholders | $ | (14,321 | ) | $ | (139,675 | ) | $ | (28,952 | ) | $ | (145,617 | ) | ||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) | ||||||||
| Six Months Ended | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (28,952 | ) | $ | (273,115 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 24,626 | 23,966 | ||||||
| Amortization of leases | 721 | 720 | ||||||
| Amortization of deferred financing costs | 474 | 485 | ||||||
| Equity-based compensation | 9,085 | 22,403 | ||||||
| Loss on asset disposals | 86 | 196 | ||||||
| Change in fair value of derivative asset | 338 | 573 | ||||||
| Deferred income tax expense (benefit) | (403 | ) | 76,707 | |||||
| Non-cash interest expense – net | 269 | 334 | ||||||
| Foreign currency loss (gain) – net | 1,469 | (3,574 | ) | |||||
| Change in fair value of Intermediate Warrants | — | (4,849 | ) | |||||
| Loss on extinguishment of debt | — | 801 | ||||||
| Adjustment of liabilities under TRA | — | (149,172 | ) | |||||
| Impairment charges | — | 320,449 | ||||||
| Write-off of Sponsorship Loan | — | 2,024 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable – net | (14,520 | ) | (906 | ) | ||||
| Inventory – net | (8,764 | ) | (13,018 | ) | ||||
| Prepaid expenses and other current assets | (12,869 | ) | 3,613 | |||||
| Accounts payable | 77,670 | (29,394 | ) | |||||
| Accrued expenses and other current liabilities | (243 | ) | (28,104 | ) | ||||
| Deferred revenue | (2,643 | ) | (3,826 | ) | ||||
| Long-term lease liabilities | (1,183 | ) | (1,085 | ) | ||||
| Other assets and liabilities – net | 47 | 864 | ||||||
| Net cash provided by (used in) operating activities | 45,208 | (53,908 | ) | |||||
| Cash flows from investing activities | ||||||||
| Purchases of property and equipment | (23 | ) | (2,043 | ) | ||||
| Purchases of personal seat licenses | (625 | ) | (960 | ) | ||||
| Investments in developed technology | (5,993 | ) | (8,341 | ) | ||||
| Purchases of seat images | (287 | ) | (321 | ) | ||||
| Net cash used in investing activities | (6,928 | ) | (11,665 | ) | ||||
| Cash flows from financing activities | ||||||||
| Payments of taxes related to net settlement of equity incentive awards | (686 | ) | (1,742 | ) | ||||
| Payments of 2025 First | (1,965 | ) | (983 | ) | ||||
| Payments toward Acquired Domain Name Obligation | (1,000 | ) | (1,000 | ) | ||||
| Payment of deferred financing costs and other debt-related expenses | — | (162 | ) | |||||
| Tax distributions to redeemable noncontrolling interests | — | (1,689 | ) | |||||
| Repurchases of Class A common stock | — | (15,862 | ) | |||||
| Payment of liabilities under TRA | — | (4,005 | ) | |||||
| Payments of 2024 First | — | (76,986 | ) | |||||
| Proceeds from 2025 First | — | 76,986 | ||||||
| Net cash used in financing activities | (3,651 | ) | (25,443 | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (355 | ) | 354 | |||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | 34,274 | (90,662 | ) | |||||
| Cash, cash equivalents, and restricted cash – beginning of period | 103,306 | 244,648 | ||||||
| Cash, cash equivalents, and restricted cash – end of period | $ | 137,580 | $ | 153,986 | ||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid for interest | $ | 12,086 | $ | 14,883 | ||||
| Cash paid for income taxes, net of income tax refunds received | $ | 268 | $ | 1,953 | ||||
Adjusted EBITDA
Adjusted EBITDA is a non-
We believe adjusted EBITDA is useful for understanding, evaluating, and highlighting trends in our operating results and for making period-to-period comparisons of our business performance because it excludes the impact of items that are outside of our control and/or not reflective of ongoing performance related directly to the operation of our business.
Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with
The following table presents a reconciliation of adjusted EBITDA to net loss, the most directly comparable
| Three Months Ended | Six Months Ended | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | (14,321 | ) | $ | (263,327 | ) | $ | (28,952 | ) | $ | (273,115 | ) | ||||
| Adjustments to reconcile net loss to adjusted EBITDA: | ||||||||||||||||
| Income tax expense (benefit) | 880 | 76,165 | (278 | ) | 79,320 | |||||||||||
| Interest expense – net | 6,055 | 5,634 | 11,986 | 11,299 | ||||||||||||
| Depreciation and amortization | 12,318 | 12,341 | 24,626 | 23,966 | ||||||||||||
| Sales tax liability(1) | 204 | 431 | 441 | (1,360 | ) | |||||||||||
| Transaction costs(2) | 138 | 2,172 | 930 | 7,881 | ||||||||||||
| Equity-based compensation(3) | 4,671 | 11,652 | 9,085 | 22,403 | ||||||||||||
| Litigation, settlements, and related costs(4) | 1,687 | 352 | 1,836 | 705 | ||||||||||||
| Loss on asset disposals(5) | 27 | 149 | 86 | 196 | ||||||||||||
| Change in fair value of derivative asset(6) | 142 | 223 | 338 | 573 | ||||||||||||
| Foreign currency loss (gain) – net(7) | 779 | (1,533 | ) | 1,735 | (3,574 | ) | ||||||||||
| Severance compensation(8) | 12 | 554 | 245 | 554 | ||||||||||||
| Change in fair value of Intermediate Warrants(9) | — | (1,734 | ) | — | (4,849 | ) | ||||||||||
| Loss on extinguishment of debt(10) | — | — | — | 801 | ||||||||||||
| Adjustment of liabilities under TRA(11) | — | (149,172 | ) | — | (149,172 | ) | ||||||||||
| Impairment charges(12) | — | 320,449 | — | 320,449 | ||||||||||||
| Adjusted EBITDA | $ | 12,592 | $ | 14,356 | $ | 22,078 | $ | 36,077 | ||||||||
| (1) | During the three and six months ended | |
| (2) | Consists of legal, accounting, tax, and other professional fees, integration costs, and other transaction-related expenses, none of which are considered indicative of our core operating performance. Costs in the three and six months ended | |
| (3) | Relates to equity incentive awards granted to our employees, directors, and consultants pursuant to our 2021 Incentive Award Plan and shares of Class A common stock purchased by our employees pursuant to our 2021 Employee Stock Purchase Plan, neither of which are considered indicative of our core operating performance. | |
| (4) | Relates to external legal costs, settlement costs, and insurance recoveries related to certain non-ordinary course legal and regulatory matters that are not considered indicative of our core operating performance. | |
| (5) | Relates to disposals of fixed assets, which are not considered indicative of our core operating performance. | |
| (6) | Relates to the revaluation of derivatives recorded at fair value, which revaluations are not considered indicative of our core operating performance. | |
| (7) | Relates to net realized and unrealized losses (gains) resulting from the impact of exchange rate changes on transactions denominated in non-functional currencies, which are not considered indicative of our core operating performance. | |
| (8) | Relates to severance-related payments made to terminated employees as a result of a reduction in employee headcount and the departure of certain members of our leadership team, which are not considered indicative of our core operating performance. | |
| (9) | Relates to the revaluation of warrants issued in connection with the 2021 transaction pursuant to which | |
| (10) | Relates to losses incurred in connection with the extinguishment of our former first lien term loan, which are not considered indicative of our core operating performance. | |
| (11) | Relates to the remeasurement and settlement of the TRA liability, which remeasurements and settlements are not considered indicative of our core operating performance. | |
| (12) | Relates to non-cash impairment charges related to our goodwill and certain indefinite-lived intangible assets triggered by the effects of recent declines in our financial performance, near-term outlook, and Class A common stock price, among other factors. |
