Vivid Seats Enters Into Corporate Simplification Agreement To Effect Series Of Transactions By Eliminating Existing Dual-Class, Up-C Structure And Terminating TRA In Exchange For 403,022 Class A Common Shares

Vivid Seats Inc. (NASDAQ:SEAT) ("Vivid Seats"), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today announced that it has entered into a Corporate Simplification Agreement to effect a series of transactions that will simplify its organizational structure, including by eliminating its existing dual-class, umbrella partnership C corporation (Up-C) structure and terminating its Tax Receivable Agreement (the "TRA") in exchange for 403,022 shares of its Class A common stock.

The agreement eliminates $6 million of cash payments that would otherwise have been due in the first quarter of 2026 under the terms of the TRA, as well as future distributions to redeemable noncontrolling interests. Going forward, Vivid Seats will retain 100% of realized tax savings that, but for the TRA termination, would have been payable to the former TRA parties, resulting in up to $180 million of lifetime savings for the company. As a result, Vivid Seats expects to substantially reduce its annual cash tax payments to approximately $3 million, with future taxes primarily the result of taxable income generated in foreign jurisdictions. In addition, Vivid Seats expects to realize approximately $1 million in annual savings from reduced compliance and financial reporting costs associated with a single-class stock structure.