The Vivid Seats Third Quarter, 2026 Earnings Webcast and Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 11 on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star 11 again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to our speaker today, Austin Arnett, Vivid Seats General Counsel. Please go ahead.

Good morning, and welcome to Vivid Seats' third quarter 2026 earnings call. I'm Austin Arnett, Vivid Seats General Counsel. I'm joined today by Larry Fay, Chief Executive Officer, and Joe Thomas, Chief Financial Officer. By now, everyone should have access to our earnings press release issued earlier this morning. The release, as well as supplemental earnings materials, are available on our Investor Relations website. Today's call will include forward-looking statements within the meaning of federal securities laws. These statements are subject to risks that could cause actual results to differ materially, including the risks discussed in today's earnings release and our periodic filings with the SEC. Today's call will also include references to adjusted EBITDA, non-GAAP financial measure. To the extent reasonably available, a reconciliation of adjusted EBITDA to net income or loss It's most directly comparable gap financial measure can be found in our earnings materials. And now I'll turn the call over to Larry.

Good morning, everyone. Thank you for joining us today. Today marks a pivotal turning point for Vivid Seats as we enter our next chapter and work to unlock the full potential of our business. This morning we announced we have reached an agreement in principle with the substantial majority of our term loan lenders on the material terms of a comprehensive recapitalization and expect to sign a formal transaction support agreement with those lenders shortly. The contemplated transaction will strengthen our balance sheet by substantially reducing debt and enhancing liquidity while extending debt maturities to provide the company a durable capital structure that will support long-term growth. Clothing is subject to customary conditions and we will update the market and provide further details as we progress. We are equally excited to announce we return to year-over-year growth in the third quarter with $624 million of marketplace GOV and $9 million of adjusted EBITDA. These results reflect continued progress in executing our strategy with disciplined execution as we pursue long-term value creation. At the beginning of the year, we outlined a clear plan to strengthen our position by enhancing the buyer experience, deepening seller relationships, and improving operational efficiency. Three quarters in, we are encouraged by the measurable progress we have made thus far, and Joe will provide more details when discussing our financial results. Our focus this year has been on the core elements of our business. On the buyer side, We continue to advance our product roadmap with foundational enhancements designed to simplify event discovery, streamline the purchase experience, and drive stronger customer engagement. We have made steady progress optimizing our core transaction funnel with key upgrades slated for deployment throughout the fourth quarter. We also continue to focus on delivering an exceptional customer experience with our lowest price guarantee and Vivid Seats Rewards program at central elements supporting our differentiated value proposition. On the seller side, we remain focused on strengthening our industry leading Skybox platform and expanding the capabilities that help professional sellers operate efficiently. Following its initial rollout last quarter, our Skybox broker to broker marketplace officially launched in Q3 to positive reception. We believe continued innovation across our Skybox offering will support a vibrant seller ecosystem and strengthen seller engagement. As we enter the final quarter of the year, our priorities remain unchanged, delivering differentiated value to buyers and sellers, strengthening our competitive position and improving profitability. Our third quarter performance demonstrates that our strategy is translating into measurable progress. With a return to growth and a reset capital structure, we look forward to launching Vivid Seats into a new era. We are eager to build on our momentum as we look to deliver even greater value to fans and partners. With that, I'll turn it over to Joe to walk through our financial results.

Thank you, Larry, and good morning, everyone. Our third quarter finance performance reflects continued progress against our operating plan, highlighted by year-over-year growth in Marketplace GOV and adjusted EBITDA. Third quarter Marketplace GOV was $624 million, up year-over-year compared to $618 million in the prior year period. This performance was driven by growth in our Vivid Seats properties and private label business, partially offset by softness in Las Vegas and Japan. Third quarter adjusted EBITDA increased 81% year-over-year to $9 million compared to $5 million in Q3 2025. This increase in adjusted EBITDA reflects our continued commitment to operating efficiency and financial discipline. In the past year, we have significantly reduced our fixed expenses and expect the reduction to provide lasting positive impact on our operating leverage. As Larry mentioned, we have an agreement of principle with our term loan lenders. This comprehensive transaction will reduce our gross leverage by over $200 million through a debt for equity exchange, provide additional liquidity with $60 million of new capital, and meaningfully extend our debt maturities. We are excited about the positive impact this enhanced financial flexibility will have on our ability to accelerate our strategic growth initiatives. Turning to our guidance, we are reaffirming our 2026 outlook. We continue to expect marketplace GOV in the range of 2.3 to 2.6 billion and adjusted EBITDA in the range of 34 to 40 million. As we look ahead, we remain focused on sustaining positive operating momentum driving the cost efficiencies and maintaining a disciplined approach to capital allocation. With our third quarter results, we have achieved a return to growth across GOV and adjusted EBITDA. We are confident in Vivid Seats' foundational advantages and remain committed to executing our long-term strategy to drive profitable growth in the coming quarters and years. I will now turn the call back to Larry for closing remarks.

Today's results mark the start of a new era for Vivid Seats. With the support of our stakeholders, we are well positioned to execute on our long-term strategic priorities. We enter this new chapter with confidence in the strength of our platform, the value of our technology and data, and our ability to execute against the significant opportunities ahead. Operator, please open the call for questions.

As a reminder, to ask a question, please press star 1-1 on your telephone. and wait for your name to be announced. To withdraw your question, please press star 11 again. In the interest of time, we ask that you please limit yourself to one question. Please stand by while we compile the Q&A roster. Our first question comes from Ryan Sigdahl with Craig Hallam Capital Group. Your line is open.

Hey, Larry Joe. Good morning. I want to start with the recapitalization. Just curious what What other options were considered? Well, I'm sure you can't discuss exact terms. It does feel like it's going to be very, very dilutive from an equity standpoint, which might have been the only option on the table. But just any other kind of details you can or are able to share there. And then secondly, from a balance sheet standpoint, accounts payable meaningfully reduced this quarter despite not a similar change, I guess, from a GOV standpoint. So Curious if that's expected to reverse in Q4, if that was part of kind of the restructuring to get that paid down, but just from an AP standpoint. Yeah, thanks, Ryan. I'll take them in reverse order. On accounts payable, as I think folks know, that often moves in opposite direction of our cash balance. And so when you roll forward from Q2 to Q3, I'm sorry, in tandem with our cash balance, same direction. The two major drivers, World Cup drove a significant amount of volume into the end of the second quarter with many of those transactions residing in both cash and accounts payable as the second quarter ended. Obviously the World Cup has now ended and those amounts have been paid out. So that was a significant piece. The second part, we pay our sellers once per week on Wednesdays. So when a quarter ends on a Tuesday, You get kind of peak weekly cash when a quarter ends on a Wednesday, you get trough weekly cash and Q3 ended on a Wednesday. So that accounts for a majority of the change in both the cash and accounts payable balance that you saw. In terms of the broader transaction, I think as folks know, we've been in discussions with our lender group for a number of months. Implied in that is that numerous different approaches and structures were discussed and contemplated, ultimately need to find a path that works for the various constituencies collectively. I think more details coming in the coming days that'll kind of illuminate how everyone came to view this as a compelling and exciting path for everybody, but it's safe to assume that many paths were examined exhaustively over the prior six months. Thanks, Larry. Just onto the business, Live Nation called out good on sales in Q3. Any comments on that and then potential read-throughs into 2027? And then if you're willing to, I know a lot of things going on in the business, but if you're willing to share any kind of outlook from an industry standpoint or even just high level from, as we think about into 2027. yeah saw their their announcements um i think our perspective on what we've seen as we approach kind of peak on sale season and setting the stage for 2027 has been a little more mixed than that commentary saw some nice uh announcements in september and into early october it's been quite quiet back half of october and first week of november almost to the point of being a clear outlier to how quiet it's been. As we always say, they know better than us what's coming next. And so we tend to defer to their confidence. But if you were to tell me just based on observed on sales September through today, I would say it feels fairly muted. And then as we look into 27, I think our base case has been and remains, despite some hesitation given the on-sale calendar to date, that on an ex-World Cup basis, the industry will grow mid-single digits. And so then on an inclusive of World Cup basis, closer to flat, maybe down a smidge given the outsized performance we saw at World Cup. Thanks, Larry. Look forward to more on the recap. Good luck, guys.

Thanks, Ryan. Thank you. Our next question comes from Thomas Forte with Maxim Group, LLC. Your line is open.

Great. Thanks. So, congratulations on the recap, Larry and Joe. I'll limit myself to one question. MUSE has taken off from a download standpoint. Larry, we'd appreciate your thoughts on agentic commerce and if you're seeing any indication that it's being used for your category.

Yeah, we all downloaded Muse and we all tried to use it to buy tickets. And similar to a refrain you've heard from us a few times, it's not there yet. It's not to say it won't get there. But we are not seeing substantial traffic through personal agents. We are seeing even fewer transactions. And then when you use it yourself, you kind of understand why. especially for categories with dynamic inventory where a lot of personal preference is required. Shopping is part of the experience. I think there's just a longer path. I think Airbnb spoke to it directly and said it pretty well. It's one thing to buy a pack of batteries. It's another thing in their case where you're looking at 20 different options on where to stay and looking at 25 pictures for each. It's a very immersive experience. And frankly, the experience of the search is part of the process that resonates with people. Our experience is a little bit different, but probably more similar than not. People want to consider the different days, the different prices, the different sections, the different views. And to fully outsource something as personal as how are you going to experience a meaningful entertainment event, I think is going to be further down the adoption curve.

Thank you, Larry.

Thank you. Our next question comes from Cameron Manson Peroni with Morgan Stanley. Your line is open.

Thanks, morning. Larry, on the guide, you touched a little bit about on this maybe earlier in terms of the on-sale activity, but the updated guide or reiterated guide implies a fairly wide dispersion in outcomes for the fourth quarter, particularly on the GOV side. Any color you can provide there on the lower and upper bound outcomes and what factors are playing a role in each of those scenarios or outcomes. And then separately, you know, some focus as we approach here over the next month, the end of the MLB CBA, just any color that you'd give in terms of update on sizing, how much Thanks Cameron. I think the range of outcomes from here is almost

and a number of others. Announcements relative to expectations, perhaps counter to intuition. People actually get a little more aggressive and put a little more pressure on the limited economics to be had. And so you can get a little bit of amplification. And so given the relative uncertainty as we sit here around what the next six, seven weeks will bring in terms of on sales, wanted to give ourselves correspondingly broad aperture. As we think about next year, I think of MLB as mid-single digits of full-year GOV. Within that, you would be right to assume that the spring contribution is less than the peak summer contribution, which is less than the playoff contribution. And so as you think about cases, if there were to just be no season at all, 5%, 6% of GOV headwinds is probably a reasonable starting point. There are a number of scenarios contemplated, but if you assume there's, say, a third of the season that goes away, but it's the first third, I think you could assume slightly less than a third of that number in terms of the headwind.

That's helpful. Thanks. Thank you. Our next question comes from Dan Kernos with Stonex. Your line is open.

Yeah, great. Thanks. Good morning. Congrats on the recap, guys. I guess just I know you said we're going to get more color on that. Can you just be clear, though, is the 200 million of less funded debt, is that net of the new money?

Yeah, if you take the total debt when this is all done compared to the total debt before the transaction, the pro forma number will be 200 million less. Okay, perfect.

And then one more housekeeping before I ask a more tactical question. Just on the World Cup tailwind, I know you've sized it generically over the two quarters. Can you give us a sense of how big it was in July? Obviously, there were bigger games, so any sense of how much it was in Q3?

Yeah, it was, as you noted, it was sort of the culmination of the playoff bracket, so fewer games, higher profile games, and and a number of others.

And then I guess Larry, you know, you've made a big point of pushing everything into the app. You know, I don't know if you could give us an update on repeat rates, what it looks like, how that initiative is going and given sort of the landscape and now that you have the recap behind you, you know, are there other I'm sure that took a little bit of your time, so are there other actions you guys are contemplating to kind of continue forging ahead from here?

Yeah, thanks, Dan. That got a little chuckle out of the group, but yeah, I think as we approach and now actually lap the one-year mark of first rolling out our app initiative, it's been a wonderful success. As you start to lap initial deployment, obviously the bar goes up to continue delivering compounded gains. But I think we had said at the outset our ambitions were to, in the near term, continue to have app shares of GOV increase, and then over the longer term, get it to that a majority of the business transacts on the app. We haven't yet achieved the latter, but we continue to trend well on the former in terms of continuing to deliver higher share year over year on the app. And when you look at the fundamental economics that we're seeing in the app, continuing to refine and drive incremental improvements, but there's always a balance between volume and contribution, and we're finding a really nice balance there where we're seeing profitable growth. So more volume, more profitable. On the retention, that's ultimately the benchmark on if our collective efforts to keep customers coming back because they're enjoying their experience with us That's the scoreboard. We actually saw some distortion throughout the summer, which time will confirm, but we think was a lot of World Cup traffic and behavior that was different from typical. So we've seen the September cohort normalize. Don't want to declare victory just yet, but if you ignore those World Cup months, it looks like we continue to have nice growth year over year in all of our retention and repeat metrics. All of that said, so where do we go from here? We're actively developing kind of the next phase of kind of reasons to come to the app. I think of it as a kind of refreshed and revamped take on our loyalty program. So more expansive with the ultimate objective being how do you give win-win reasons for folks to come back to your app? Thank you for joining us today. to customers and test and iterate on what works most effectively. But think of that app journey as one that we're pleased with our progress in year one. Plenty more to come.

Awesome. Thanks for all the colors, Larry. Appreciate it. Thanks, Dan.

Thank you. Our next question comes from Andrew Marock with Raymond James. Your line is open.

Hi. Thanks for taking my questions, too, if I could, please. The first Thank you so much for having me. I think some of your competitors maybe had some higher profile missteps in terms of customer service and experience and things like that where you guys had much less of that. I know in the past you've kind of called out that it can take a while for a customer to repeat because these are not necessarily the most frequent purchases. But with that goodwill, I think, that you've earned with consumers coming out of the World Cup, does that represent an opportunity for 27 to be able to monetize those customers? Thanks.

Yeah, thanks, Andrew. Starting with the consumer health, I think on the Vivid Seats properties, we have continued to see what I would characterize as continued health. And when we see ebbs and flows, it's primarily tied to the underlying event calendar. The World Cup is the low-hanging fruit in that example, where huge event, high prices, and stadiums overflowing. I think on the flip side, while the World Series and the run from a small market team was probably fun for the diehard baseball fans, it's probably not ideal from a ticketing standpoint. Not necessarily because people suddenly weren't able to buy baseball tickets, but the Tampa fan base just isn't as deep and passionate as the Yankees fan base. So I think that's been broadly our observation on the Vivid Seats properties. I would contrast that with Vegas, where we are indexed, just given the nature of the shows and the tickets we sell, to a full spectrum of customers. And you'll hear and we've seen a number of Vegas operators talk about some pressure overall to Vegas traffic. And in particular, within that, you have a bit of a two different stories happening in parallel where the high end consumer is hanging in there and the lower end consumer has been under moderate, if not approaching severe pressure, at least specific to Vegas. So we've seen that come through in the data. I think it's likely one part underlying pressure on the lower end consumer and one part the Vegas value proposition needing a little bit of a refresh. And so you're seeing a number of Vegas shows either get canceled and going to be replaced, getting refreshed, reimagined. I think that new content slate will line up well. A lot of chatter around the $15 waters and some of the value propositions that have become detached from Vegas' historical allure and appeal. But that's the area where we've really seen it and where we'll look for improvement on a cyclical basis as we head into 27. On the customer experience side, I think that's You nailed what we think is a great opportunity, also a threshold obligation. I will say as a user myself, if I need to interact with customer service, it's probably not a great sign. I expect friction-free, no-touch transactions, whether that's buying something on Amazon or calling your Uber. If you're talking to customer service, something went wrong. And so that's our ultimate ambition. to avoid customers having to interact at all. But if they do, you take care of folks because things do go wrong. I don't think we'll ever get to 100.0%, but make people feel like they've been treated the right way. And so there's initiatives afoot on both of those. I think, as you noted, we feel like we handled ourselves exceptionally well with the World Cup. That should pay dividends. But there's continued opportunity to remove friction from this space. And as we look at our initiatives as we head into 27, removing that friction and reducing the need for customers to contact us is actually one of our top priorities.

Great. Thank you very much.

Thank you. Our next question comes from Ralph Shacker with William Blair. Your line is open.

Thanks for taking the question. Larry, maybe sort of continuing that last thought about removing friction from the process. You've talked about this historically, but maybe frame one or two initiatives in terms of how you're doing this and how you're focused on it. And then also, I think somewhere in the prepared remarks, you talked about an upgrade in the transaction funnel. I believe you might have said Q4. Just an update on this or color and what you're looking to achieve there.

Thank you. Yeah, so... On the friction side, a significant number of our contacts are anxiety around, where are my tickets? When do I get my tickets? And if I were to contrast where I think we can get to versus where we are, I'd point to perhaps the airlines. Everybody just knows you get your boarding pass 24 hours before You're going to have to download the United app to get it. And as a result, I don't think people freak out when three days before the flight, they don't have their boarding pass. And I give them credit for having made that expectation clear and consistently enforced. I'm sure they get some for first time flyers. Where's my ticket? But as a general user base, I think people are very familiar with how and when to receive their ticket for numerous reasons. I think our space has some unique complications around how to get tickets fulfilled when they're fulfilled, the need to sometimes download a second app, usually Ticketmaster to get those tickets, which just introduces all of the baseline plus some incremental customer anxiety. And so through better messaging, better follow-up, better verification and validation that people When the tickets are sent, have downloaded them, that they can locate them right away. Do that as quickly as possible to avoid the need for a panicked follow-up eight minutes before the show starts, at which point things can get out of hand quickly. That would be like the thematic focus, right? Give people the tickets in a quick, efficient, stress-free way with as much distance from the event start as possible. On the customer funnel, multibillion. multi-dimensional in terms of what we've been pushing through. But the way we've come at it, almost think of starting at the end of the funnel and moving your way backwards. So our thought was if you have a leaky bucket, if you press buy and for whatever reason the transaction doesn't go through, your authorization rates aren't correct, you've got, oh, I mistyped the zip code, but we don't tell you that you mistyped the zip code so you just give up out of frustration. What you do before you get to that point, kind of moot. You need the end of the funnel to be tight. And then the next step is your checkout process. And before that, you use your seat maps to select your listings. And before that, you use a performer or venue pages to figure out which event or which day you want to select. So that's kind of the end to beginning path. A lot of improvements on the payment and authorization front that have been flowing through the numbers throughout the year. If folks are paying close attention, you'll see that what used to be a four-step checkout is now one step. And now we're moving into the, call it, find the right feed at the right price base. And that'll be multidimensional. The way we present our maps, the inventory we show, the way we score it, all of that is being refreshed in real time. And then we'll turn attention to the preceding step. If you land on, let's say you want to go to a show atmosphere, well, there's The everyday Wizard of Oz option is going to be Rocky Horror. There's also the one-off concerts and there's a lot if you say I want to go to the Sphere to consume and how do you most thoughtfully and efficiently present those choices to get customers to the proper next step. We look forward to call it sometime in Q1, be able to step back and say we completed end-to-end product results. So it's in flight. The analogy we're using on our side is Thank you. Our next question comes from Khadija Gibson with RBC Capital Markets. Your line is open.

Thanks. Good morning, guys. This is Khadijah on for Brad Erickson.

A couple for me, if I may.

The first one is just a recap. Once it closes and you guys are operating with a healthier balance sheet, how should we think about the priority stack for capital deployment? Is the focus purely on reinvesting in the business, or does the extended maturity and lower debt service open the door to more offensive moves like M&A? And then secondly, with S&M down 11% year-over-year and GOV growing, can you help us understand How much of the order volume decline is a deliberate pullback in lower ROI spend versus organic demand softness? And how should we think about that line going forward? Thanks.

Yeah, thanks. I'm starting with capital deployment. Obviously, very excited to get back to having a fully durable capital structure, which I think over time will open up the full spectrum of opportunities. But in the near term, it's going to be head down are all operating centric. So we've got a number of initiatives that they're all funded within our budget in our existing capital plan, so it wouldn't bridge into the realm of capital allocation. But we think exciting growth opportunities from our continued product enhancement. Some of the things that get us really excited about the product rebuild that we've talked about, we're doing that in a way where You know, the improvements to your checkout, the improvements to your seat maps, those will apply in the US. They would apply internationally. And if you build it properly, they can be extended to some of your private label partners. So we started with some of these initiatives that will be extensible. And when we get very excited about heading into next year is with a kind of rebuilt approach and deployment concept, redoubling our efforts on international growth, reinvigorating and a number of other people. And I think it's really important for us to have a pipeline pursuit across our private label business and get maximum bang for the buck on the product refresh and rebuild that we've been doing. And if we're successful in executing against that, I think that is the path to opening up kind of the right to pursue M&A, whether it's small-scale tuck-ins or something more meaningful. On the sales and marketing, I think you nailed one of the core elements of our approach. and a portion of this industry has been and remains very competitive. We see oscillations from our largest competitor. We've seen continued increase from the relatively new entrant. And that has continued to put pressure on the paid search channel. And it's sort of the flip side of our app-centric approach. The majority of new customers do come through paid search, so I think you need to continue to play in that space, but doing so prudently and doing a better job of retaining folks once you acquire them through that quite expensive channel is core to building sustainable enterprise value. But what you are seeing is a correct assessment. We have pulled back on our unit economic spend in the paid search channel with a view on making sure it's kind of sustainable economics that would pass any corporate finance textbooks evaluation of what is prudent.

Thank you. This concludes the question and answer session and today's conference call. Thank you for participating. You may now disconnect.