Vivid Seats (SEAT) risk factors, FY2025 10-K

Vivid Seats's FY2025 10-K, filed Mar 12, 2026, lists 40 risk factors in 6 groups. Against the prior year's 43: 9 new, 12 dropped, 18 substantially reworded.

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Risk factors listed
406 groups
New this year
9vs 43 last year
Dropped
12since the prior 10-K
Substantially reworded
18of those kept
Section length
12k wordsItem 1A

What the changes say

  • Vivid Seats reported massive impairment charges, highlighting risks from search engine changes, regulatory pressure on ticket resale, and partner losses.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business & Industry

    We may be adversely affected by changes to internet search engine algorithms or if we fail to adapt to the impact of AI on how consumers search for live event tickets

    Changes to internet search engine algorithms or AI-driven search tools could reduce website traffic and increase customer acquisition costs.

  • NewRisks Related to Our Business & Industry

    We may be adversely affected by changes to mobile app marketplace rules

    Mobile app marketplace rule changes by Apple or Google could restrict app access, limit features, or impose new commission fees.

  • NewRisks Related to Our Business & Industry

    We may be adversely affected by extraordinary events, including public safety concerns or disruptions, mass-casualty incidents, acts of civil unrest, terrorist attacks, military actions, disease epidemics or other public health concerns, natural disasters, and severe weather events

    Extraordinary events, severe weather, or utility shortages in Southern Nevada could disrupt Vegas.com and decrease live event demand.

  • NewRisks Related to Our Business & Industry

    We may be adversely affected if any completed or future business acquisition is unsuccessful

    Future business acquisitions might be unsuccessful, difficult to finance or integrate, and restricted by credit facility terms.

  • NewRisks Related to Our Business & Industry

    Impairment of our goodwill and certain indefinite-lived trademarks has adversely affected, and may in the future adversely affect, our financial results and condition

    Impairment charges of $320.4 million in Q2 2025 and $402.6 million in Q4 2025 severely reduced the carrying value of goodwill and trademarks.

  • NewRisks Related to Government Regulation & Litigation

    generative AI and AI-enabled ‘chatbots.’ As a result, our use of these technologies could result in additional compliance costs, lawsuits, and regulatory actions. However, our inability to use these technologies, or limitations on such use, could result in a competitive disadvantage

    Regulatory uncertainty and litigation surrounding generative AI and privacy laws could increase compliance costs or restrict data processing.

  • NewRisks Related to the Ownership of Our Securities & Organizational Structure

    Our principal assets are the equity interests in our subsidiaries, and we are accordingly dependent upon our subsidiaries’ cash flows to satisfy our obligations

    As a holding company, dependency on subsidiary distributions and credit facility guarantees could limit the ability to satisfy financial obligations.

  • NewRisks Related to Being a Public Company

    We are also required to report any material weaknesses in our ICFR. A material weakness is a deficiency or combination of deficiencies in ICFR such that there is a reasonable possibility that a material misstatement of a company’s financial statements will not be prevented or detected on a timely basis

    Past material weaknesses in internal control over financial reporting were remediated by December 31, 2025, but future weaknesses could recur.

  • NewRisks Related to Being a Public Company

    We may not realize all of the expected benefits of the Corporate Simplification

    Benefits from the Corporate Simplification completed on October 31, 2025, may not be fully realized on the anticipated timeline.

Dropped

  • DroppedRisks Related to Our Business and the Live Events and Ticketing Industries

    We may be adversely affected if changes in internet search engine algorithms and dynamics, search engine disintermediation, or mobile application marketplace rules decrease traffic to our websites and mobile applications

  • DroppedRisks Related to Our Business and the Live Events and Ticketing Industries

    If we are unable to maintain a reputable, user-friendly, and effective platform that provides tickets to desirable events, our ability to attract and retain ticket buyers, sellers, and partners could be impaired and our reputation, brand, and business could be adversely affected

  • DroppedRisks Related to Our Business and the Live Events and Ticketing Industries

    We may be adversely affected if any of the business acquisitions we have made, or may make in the future, are unsuccessful

    Search engine changes and marketplace rules.

  • DroppedRisks Related to Our Business and the Live Events and Ticketing Industries

    Impairment of our goodwill has adversely affected, and may in the future adversely affect, our financial results and condition

  • DroppedRisks Related to Information Technology, Cybersecurity, and Intellectual Property

    Payment card networks and our payment processing provider could increase the fees that they charge us for their services, which would increase our operating costs and reduce our margins and could adversely affect our business, financial condition, and results of operations

  • DroppedRisks Related to Our Indebtedness

    We depend on our subsidiaries’ cash flows in order to satisfy our obligations

  • DroppedRisks Related to Our Organizational Structure and the Ownership of Our Securities

    deprive our securityholders of an opportunity to receive a premium for their securities as part of a potential acquisition and, ultimately, may affect the market price of our securities

    Maintaining reputable platform and COVID-19 resurgence.

  • DroppedRisks Related to Our Organizational Structure and the Ownership of Our Securities

    The TRA requires us to make cash payments, which may be substantial, to Hoya Topco in respect of certain tax benefits

    Unsuccessful business acquisitions.

  • DroppedRisks Related to Our Organizational Structure and the Ownership of Our Securities

    As a holding company, our principal assets are our equity interests in Hoya Intermediate, and we are accordingly dependent upon distributions from Hoya Intermediate to pay dividends, taxes, and other expenses, including payments we are required to make under the TRA

  • DroppedRisks Related to Our Organizational Structure and the Ownership of Our Securities

    In certain circumstances, Hoya Intermediate will be required to make distributions, which may be substantial, to us and Hoya Topco

  • DroppedRisks Related to Being a Public Company

    internal controls, no matter how well designed and operated, can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements

  • DroppedRisks Related to Being a Public Company

    with those of a non-EGC, or an EGC that has elected to opt out of the extended transition period, difficult because of the potential differences in financial accounting standards used

    Goodwill impairment risk.

Reworded

  • 98% rewrittenRisks Related to the Ownership of Our Securities & Organizational Structure

    The interests of our significant stockholders may conflict with those of us or our other stockholders

    Updated stockholder concentrations to show GTCR and Eldridge owning 35% and 25% of Class A common stock respectively.

    Was: The interests of Hoya Topco, which exerts significant influence over us, may conflict with those of us or our other stockholders

  • 95% rewrittenRisks Related to Government Regulation & Litigation

    Our business and industry may be adversely affected by unfavorable legislative outcomes

    Added international governments, price caps, and ticket transfer bans as legislative threats to daily fantasy sports and ticket resale.

  • 88% rewrittenRisks Related to Government Regulation & Litigation

    We depend on the ability of ticket holders to sell their tickets on the secondary market unencumbered

    Added specific primary ticketing restrictions like incremental fees and exclusive resale partnerships limiting ticket holders' ability to sell.

    Was: We depend on the ability of sellers to sell tickets on the secondary market unencumbered

  • 87% rewrittenRisks Related to Being a Public Company

    The issuance of new shares of Class A common stock, including upon the exercise of outstanding warrants, would increase the number of shares eligible for resale in the public market and dilute the ownership and voting power of our existing stockholders

    Updated outstanding warrant figures and exercise prices for December 31, 2025, including warrants at $230.00 and $200.00.

    Was: The exercise or exchange of certain outstanding securities would increase the number of shares of our Class A common stock eligible for resale in the public market and/or dilute the ownership and voting power of our existing stockholders

  • 76% rewrittenRisks Related to Our Business & Industry

    We may be adversely affected by adverse changes in our relationships with ticket buyers, sellers, and/or partners

    Added a concrete example stating the loss of a significant Private Label Offering distribution partner in 2025 hurt order volumes.

    Was: We may be adversely affected by an adverse change in our relationships with ticket buyers, sellers, and/or partners

  • 69% rewrittenRisks Related to Being a Public Company

    We are an EGC and an SRC, and our reliance on certain reporting requirement exemptions available to EGCs and/or SRCs could make our securities less attractive to investors

    Expanded exemptions to include both Emerging Growth Company and Smaller Reporting Company statuses.

    Was: We are an EGC, and our reliance on exemptions from certain reporting requirements that are applicable to non-EGCs could make our securities less attractive to investors

  • 63% rewrittenRisks Related to Our Business & Industry

    We face intense competition in the ticketing industry, and we may be adversely affected if we are unable to attract ticket buyers and sellers to our platform

    Added competition from other consumer entertainment avenues like restaurants, movies, and television for discretionary spending.

    Was: We face intense competition in the ticketing industry, and we may be adversely affected if we are unable to maintain or increase ticket listings and sales on our platform

  • 58% rewrittenRisks Related to Government Regulation & Litigation

    Our processing of personal data and other sensitive information could give rise to liabilities as a result of governmental regulation, litigation, and conflicting legal requirements, including those relating to personal privacy, data security, and AI

    Added references to artificial intelligence alongside privacy, data security, and governmental regulations.

    Was: Our processing of personal data and other sensitive information could give rise to liabilities as a result of governmental regulation, litigation, and conflicting legal requirements, including those relating to personal privacy rights

  • 51% rewrittenRisks Related to Information Technology, Cybersecurity & Intellectual Property

    We may be adversely affected if our information technology systems, or those of third parties with whom we conduct business, are compromised

  • 51% rewrittenRisks Related to Being a Public Company

    We may be subject to securities class action litigation, which could adversely affect our business, financial condition, and results of operations

  • 46% rewrittenRisks Related to Information Technology, Cybersecurity & Intellectual Property

    We may be adversely affected if we are unable to adequately protect or enforce our IP rights

    Was: We may be adversely affected if we are unable to adequately protect or enforce our intellectual property rights

  • 43% rewrittenRisks Related to Our Indebtedness

    Our credit facility imposes restrictions that limit management’s discretion in operating our business, which could impair our ability to satisfy our debt obligations

    Was: Our credit facility imposes restrictions that limit management’s discretion in operating our business and, in turn, could impair our ability to meet our debt obligations

  • 42% rewrittenRisks Related to Information Technology, Cybersecurity & Intellectual Property

    Our payment system depends on third-party providers and is subject to risks that may adversely affect our business

  • 40% rewrittenRisks Related to Being a Public Company

    We are required to comply with SEC rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 (“SOX”), which require management to certify financial and other information in our periodic reports and provide an annual report on the effectiveness of our ICFR

    Was: We are required to comply with SEC rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 (“SOX”), which require management to certify financial and other information in our periodic reports and provide an annual report on the effectiveness of our internal control over financial reporting

  • 39% rewrittenRisks Related to Government Regulation & Litigation

    We are subject to extensive governmental regulation, and we may be adversely affected if we fail to comply with applicable laws and regulations

  • 37% rewrittenRisks Related to Our Business & Industry

    We may be adversely affected if we do not continue to maintain and improve our platform, or to successfully develop new and improved solutions and enhancements

  • 34% rewrittenRisks Related to Our Indebtedness

    We may be unable to generate sufficient cash flows and/or obtain additional financing when necessary or desirable

    Was: We may face liquidity constraints if we are unable to generate sufficient cash flows and/or raise additional capital when necessary or desirable

  • 31% rewrittenRisks Related to Being a Public Company

    The market price and trading volume of our securities may be volatile

All 40 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business & Industry

  1. 01We are adversely affected by decreases in the supply of and/or demand for live events
  2. 02We may be adversely affected by adverse changes in our relationships with ticket buyers, sellers, and/or partners76% rewritten
  3. 03We may be adversely affected by changes to internet search engine algorithms or if we fail to adapt to the impact of AI on how consumers search for live event ticketsNew
  4. 04We may be adversely affected by changes to mobile app marketplace rulesNew
  5. 05We face intense competition in the ticketing industry, and we may be adversely affected if we are unable to attract ticket buyers and sellers to our platform63% rewritten
  6. 06We may be adversely affected if we do not continue to maintain and improve our platform, or to successfully develop new and improved solutions and enhancements37% rewritten
  7. 07We may be adversely affected if we are unable to maintain and enhance our reputation and brand
  8. 08We may be adversely affected by extraordinary events, including public safety concerns or disruptions, mass-casualty incidents, acts of civil unrest, terrorist attacks, military actions, disease epidemics or other public health concerns, natural disasters, and severe weather eventsNew
  9. 09We may be adversely affected if any completed or future business acquisition is unsuccessfulNew
  10. 10We may be adversely affected if we are unable to manage the risks associated with the growth of our international operations
  11. 11Our financial performance in certain periods may not be indicative of, or comparable to, our financial performance in other periods due to seasonality and other factors
  12. 12We may be adversely affected if we are unable to attract, hire, motivate, and retain our senior management team and other highly skilled personnel
  13. 13Impairment of our goodwill and certain indefinite-lived trademarks has adversely affected, and may in the future adversely affect, our financial results and conditionNew
  14. 14We may be adversely affected by the effects of inflation

Risks Related to Government Regulation & Litigation

  1. 15We are subject to extensive governmental regulation, and we may be adversely affected if we fail to comply with applicable laws and regulations39% rewritten
  2. 16We depend on the ability of ticket holders to sell their tickets on the secondary market unencumbered88% rewritten
  3. 17Our processing of personal data and other sensitive information could give rise to liabilities as a result of governmental regulation, litigation, and conflicting legal requirements, including those relating to personal privacy, data security, and AI58% rewritten
  4. 18generative AI and AI-enabled ‘chatbots.’ As a result, our use of these technologies could result in additional compliance costs, lawsuits, and regulatory actions. However, our inability to use these technologies, or limitations on such use, could result in a competitive disadvantageNew
  5. 19We may be adversely affected by unfavorable outcomes in legal proceedings in which we, ticket sellers, or our partners are or may in the future be involved
  6. 20Our business and industry may be adversely affected by unfavorable legislative outcomes95% rewritten
  7. 21Our business may be subject to sales tax and other indirect taxes in various jurisdictions

Risks Related to Information Technology, Cybersecurity & Intellectual Property

  1. 22We may be adversely affected by system interruptions and the lack of integration and redundancy in our and third-party information systems and infrastructure
  2. 23We may be adversely affected if our information technology systems, or those of third parties with whom we conduct business, are compromised51% rewritten
  3. 24We may be adversely affected if we are unable to adequately protect or enforce our IP rights46% rewritten
  4. 25We may face liability and costs for legal claims alleging that we infringe upon third-party IP rights
  5. 26Our payment system depends on third-party providers and is subject to risks that may adversely affect our business42% rewritten

Risks Related to Our Indebtedness

  1. 27Our credit facility imposes restrictions that limit management’s discretion in operating our business, which could impair our ability to satisfy our debt obligations43% rewritten
  2. 28We may be unable to generate sufficient cash flows and/or obtain additional financing when necessary or desirable34% rewritten

Risks Related to the Ownership of Our Securities & Organizational Structure

  1. 29The interests of our significant stockholders may conflict with those of us or our other stockholders98% rewritten
  2. 30Our principal assets are the equity interests in our subsidiaries, and we are accordingly dependent upon our subsidiaries’ cash flows to satisfy our obligationsNew

Risks Related to Being a Public Company

  1. 31The market price and trading volume of our securities may be volatile31% rewritten
  2. 32We may be subject to securities class action litigation, which could adversely affect our business, financial condition, and results of operations51% rewritten
  3. 33We are required to comply with SEC rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act of 2002 (“SOX”), which require management to certify financial and other information in our periodic reports and provide an annual report on the effectiveness of our ICFR40% rewritten
  4. 34We are also required to report any material weaknesses in our ICFR. A material weakness is a deficiency or combination of deficiencies in ICFR such that there is a reasonable possibility that a material misstatement of a company’s financial statements will not be prevented or detected on a timely basisNew
  5. 35We are an EGC and an SRC, and our reliance on certain reporting requirement exemptions available to EGCs and/or SRCs could make our securities less attractive to investors69% rewritten
  6. 36We may not realize all of the expected benefits of the Corporate SimplificationNew
  7. 37The issuance of new shares of Class A common stock, including upon the exercise of outstanding warrants, would increase the number of shares eligible for resale in the public market and dilute the ownership and voting power of our existing stockholders87% rewritten
  8. 38Securities analysts may not publish favorable, or any, research reports about us, which could adversely affect the market price or trading volume of our securities
  9. 39Provisions in our organizational documents may deter, delay, or prevent our acquisition by a third party
  10. 40The exclusive forum provisions of our Charter may discourage lawsuits against our directors and officers

Other Vivid Seats 10-Ks

  • FY2024 10-K risk factors
    43 risks

    Vivid Seats relies heavily on Google traffic, single payment processor relations, and Hoya Topco governance control. The company faces extensive ticket resale regulations, potential acquisition integration risks, and cybersecurity threats.

    Filed Mar 12, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.