Vivid Seats Inc. quarterly report, Q3 FY2026

Vivid Seats Inc. — Form 10-Q Summary

Reporting period: Quarter and nine months ended September 30, 2026. The filing was signed November 9, 2026. Vivid Seats operates an online live-event ticket marketplace and a ticket resale business.

Financial results and key metrics

Q3 contribution margin was $35.4 million, down 2%; as a share of revenue, it was approximately 27.9%, versus 26.4% a year earlier. Q3 operating and net margins were approximately negative 8.9% and negative 13.7%, respectively. Adjusted EBITDA is a non-GAAP measure and excludes specified costs and other items.

For the first nine months, operating cash flow was negative $32.0 million, investing cash flow negative $9.5 million, and financing cash flow negative $16.0 million. Cash, cash equivalents and restricted cash fell $57.6 million to $45.7 million; cash and cash equivalents alone were $44.8 million. Management attributed operating cash outflow principally to operating losses and working-capital movements, including lower accounts payable.

At September 30, 2026, gross principal debt was $387.1 million; the balance sheet reported $381.0 million of long-term debt, net, plus $3.9 million of current maturities. The company had no revolver borrowings under its $75 million 2026 facility; availability was reduced by $25 million of letters of credit. Current assets of $130.0 million were below current liabilities of $275.5 million.

Material changes and drivers

• Q3 revenue declined 7%; nine-month revenue declined 14%. Marketplace revenue fell 6% in Q3 and 15% year to date, while Resale revenue fell 9% in both periods.
• Marketplace orders declined 11% in Q3 and 18% year to date. Management cited lower activity and the loss of a significant Private Label distribution partner in 2025.
• Q3 Marketplace GOV rose 1% despite fewer orders, primarily because average order size increased, partly due to demand associated with the 2026 FIFA World Cup. Management cautioned that this demand environment was unusual and not expected to recur.
• Cost reductions, lower equity compensation and reduced headcount helped lower general and administrative expense. Marketing and selling expense also declined. Q3 adjusted EBITDA improved, while nine-month adjusted EBITDA decreased.
• The much smaller year-to-date net loss versus 2025 partly reflects the absence of $320.4 million of prior-year impairment charges. Prior-year results also included significant Tax Receivable Agreement (TRA) remeasurement effects and warrant fair-value gains, limiting comparability.

Outlook, liquidity, risks and unusual items

• No specific revenue, profit or adjusted EBITDA guidance is provided in the supplied filing text. Management states that existing cash is sufficient for liquidity needs for the next 12 months and thereafter for the foreseeable future; this is a forward-looking assessment, not a guarantee.
• The 2025 First Lien Loan has a February 2029 maturity, variable-rate interest and a springing leverage covenant. The new revolving facility also has covenants and a springing leverage test. The company reported compliance with applicable covenants at quarter-end.
• The company continues to face risks from discretionary consumer spending, event supply and cancellations, competition and performance-marketing costs, search and AI changes, partner relationships, resale regulation, cybersecurity and privacy, and its ability to generate cash. It reported a $14.0 million allowance for credit losses, mainly related to amounts due from sellers and distribution partners.
• Goodwill was $283.9 million and net indefinite-lived trademarks were $48.1 million at quarter-end. No 2026 impairment was recorded through September, but the filing warns that weaker performance or outlook could lead to further impairment; the annual assessment is conducted as of October 31.
• Uncollected indirect tax liabilities were $3.6 million. Management notes that additional jurisdictional assertions could create material liabilities, including taxes on past sales, penalties and interest.
• The corporate simplification completed in October 2025 eliminated the TRA liability and redeemable noncontrolling interests in exchange, in part, for Class A shares. Public and private warrants expired October 18, 2026; other warrants remain outstanding and could dilute shareholders if exercised.
• The filing reports no legal proceedings in Part II and no material changes to internal control over financial reporting during the quarter. Disclosure controls were assessed as effective.

Important facts for investors to verify

• Whether order volumes and revenue stabilize, particularly after the World Cup-related average-order-size benefit and the loss of a distribution partner.
• Cash burn, working-capital requirements, revolver availability after letters of credit, variable-rate debt costs and covenant headroom.
• The assumptions and results of the October 31 goodwill and trademark impairment assessment.
• Trends in receivable collectability, customer credits and indirect tax exposures.
• Outstanding warrant and equity-award dilution, and the effect of the corporate simplification on year-over-year earnings and per-share comparisons.