Q3 2025 Financial Results November 6, 2025 (Nasdaq: SEAT) Important Disclaimers Forward-Looking Statements This presentation contains "forward-looking statements" within the meaning of the "safe harbor" provisions 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," a ...

Core Insights - Vivid Seats Inc. has entered into a Corporate Simplification Agreement aimed at streamlining its organizational structure, which includes eliminating its dual-class structure and terminating its Tax Receivable Agreement (TRA) [1][2][3] Financial Impact - The agreement will eliminate $6 million in cash payments due in Q1 2026 under the TRA and future distributions to redeemable noncontrolling interests [2] - Vivid Seats anticipates up to $180 million in lifetime savings from the TRA termination, retaining 100% of realized tax savings that would have otherwise been payable to former TRA parties [2] - The company expects to reduce its annual cash tax payments to approximately $3 million, primarily due to taxable income generated in foreign jurisdictions [2] Operational Efficiency - The simplification of the corporate structure is expected to yield approximately $1 million in annual savings from reduced compliance and financial reporting costs associated with a single-class stock structure [2][3] - The former TRA parties will exchange all outstanding shares of Class B common stock for Class A common stock on a one-for-one basis, resulting in approximately 10.7 million shares of Class A common stock outstanding [3] Governance - A special committee of Vivid Seats' Board of Directors, composed solely of independent directors, approved the Corporate Simplification Agreement [4]