Press Release: Vivid Seats Reports Third Quarter 2025 Results; Announces CEO Transition

Dow Jones11-06

Lawrence Fey Appointed Chief Executive Officer

Provides 2026 Initial Outlook Driven by Leading Value Proposition & Efficiency Initiatives

CHICAGO, Nov. 06, 2025 (GLOBE NEWSWIRE) -- Vivid Seats Inc. (NASDAQ: SEAT) ("Vivid Seats" or "we"), 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 provided financial results for the third quarter ended September 30, 2025 and announced a leadership transition.

Third Quarter 2025 Key Operational and Financial Metrics

   -- Marketplace GOV of $618.1 million -- down 29% from $871.7 million in Q3 
      2024 
 
   -- Revenues of $136.4 million -- down 27% from $186.6 million in Q3 2024 
 
   -- Net loss of $19.7 million -- down $28.9 million from net income of $9.2 
      million in Q3 2024 
 
   -- Adjusted EBITDA of $4.9 million -- down $29.2 million from $34.1 million 
      in Q3 2024 

Vivid Seats today announced that Lawrence Fey, Vivid Seats' Chief Financial Officer, will succeed Stan Chia as Chief Executive Officer, effective immediately. Mr. Chia, who became Chief Executive Officer in 2018, will stay on in an advisory role through December 1, 2025. As part of the transition, Ted Pickus, who has served as Vivid Seats' Chief Accounting Officer since 2022, has been appointed Interim Chief Financial Officer until a successor is identified.

"We believe Larry is uniquely qualified to guide Vivid Seats through this evolving industry environment and into the next chapter," said Board Chair David Donnini. "With extensive history with the company dating back to 2017, including most recently as CFO, he brings a wealth of knowledge about the company and its potential. The Board has confidence in him as a results-driven leader with a clear vision and plan to return to profitable growth."

Mr. Donnini continued, "The Board is deeply appreciative of Stan's leadership and dedicated service to Vivid Seats over the past seven years. We thank him for his many contributions during his tenure, including leading the company through COVID and launching and growing Vivid Seats Rewards, which is a foundational element of the Vivid Seats value proposition."

Regarding strategic priorities and outlook, Lawrence Fey said, "Our priorities are clear -- we are focused on operating the most efficient platform powered by the best technology and data. Our platform efficiency will allow us to sustainably deliver a unique value proposition to fans through the combined impact of our Lowest Price Guarantee, which we launched late in the third quarter, and Vivid Seats Rewards."

Commenting on third quarter results and the 2026 initial outlook, Lawrence Fey said, "We are more than doubling our annualized cost savings target to $60 million and have simplified our corporate structure as a central part of our commitment to maximize our operating efficiency. These cost reductions enable reinvestment in our value proposition and we are seeing encouraging early signs including Owned Properties delivering sequential GOV growth and the Vivid Seats app delivering year-over-year GOV growth. At the same time, Private Label performance weighed negatively on year-over-year and sequential trends and negatively impacted consolidated results. Our progress to date executing our cost reduction program underpins our 2026 Initial Outlook and gives us confidence that we are building a more efficient, resilient, and profitable business for the long term."

Key Business Metrics and Non-U.S. GAAP Financial Measure

We use the following metrics to evaluate our performance, identify trends, formulate financial projections, and make strategic decisions. We believe these metrics provide useful information to investors and others in understanding and evaluating our results of operations in the same manner as management.

The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three and nine months ended September 30, 2025 and 2024 (in thousands):

 
                Three Months Ended     Nine Months Ended 
                  September 30,          September 30, 
               --------------------  ---------------------- 
                 2025       2024        2025        2024 
               --------  ----------  ----------  ---------- 
Marketplace 
 GOV(1)        $618,139  $  871,726  $2,123,986  $2,898,269 
Marketplace 
 orders(2)        2,101       2,969       6,570       8,943 
Resale 
 orders(3)          115         116         317         316 
Adjusted 
 EBITDA(4)     $  4,905  $   34,077  $   40,982  $  117,172 
 
 
 
(1)    Marketplace Gross Order Value ("Marketplace GOV") 
        represents the total transactional amount of Marketplace 
        orders processed on our online platform during a period, 
        inclusive of fees, exclusive of taxes and net of event 
        cancellations. During the three and nine months ended 
        September 30, 2025, event cancellations negatively 
        impacted our Marketplace GOV by $11.4 million and 
        $47.2 million, respectively, compared to $35.4 million 
        and $74.9 million during the three and nine months 
        ended September 30, 2024, respectively. 
 
(2)    Marketplace orders represent the total volume of Marketplace 
        segment transactions processed on our online platform 
        during a period, net of event cancellations. During 
        the three and nine months ended September 30, 2025, 
        our Marketplace segment experienced 39,414 and 129,612 
        event cancellations, respectively, compared to 77,012 
        and 179,453 event cancellations during the three and 
        nine months ended September 30, 2024, respectively. 
 
(3)    Resale orders represent the total volume of Resale 
        segment transactions processed on a given platform 
        (including our own) during a period, net of event 
        cancellations. During the three and nine months ended 
        September 30, 2025, our Resale segment experienced 
        1,598 and 3,759 event cancellations, respectively, 
        compared to 2,411 and 4,494 event cancellations during 
        the three and nine months ended September 30, 2024, 
        respectively. 
 
(4)    Adjusted EBITDA is a non-U.S. GAAP financial measure 
        that we believe provides useful information to investors 
        and others in understanding and evaluating our operating 
        results and serves as a useful measure for making 
        period-to-period comparisons of our business performance. 
        See the "Adjusted EBITDA" section below for more information, 
        including a reconciliation of adjusted EBITDA to net 
        income (loss), its most directly comparable U.S. GAAP 
        financial measure. 
 
 

2026 Initial Outlook

Vivid Seats anticipates Marketplace GOV and Adjusted EBITDA for the year ending December 31, 2026 to be:

   -- Marketplace GOV in the range of $2.2 billion to $2.6 billion 
 
   -- Adjusted EBITDA in the range of $30.0 million to $40.0 million* 

Additional detail around the initial 2026 outlook will be available on the third quarter 2025 earnings call.

* We calculate forward-looking non-GAAP Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking net income, the most directly comparable GAAP measure. We do not attempt to provide a reconciliation of forward-looking Adjusted EBITDA to forward-looking net income because the timing and/or probable significance of certain excluded items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. Such items could have a significant and unpredictable impact on our future GAAP financial results.

Corporate Simplification Agreement

As announced on October 20, 2025, we entered into a corporate simplification agreement (the "CSA") to effect a series of transactions that simplify our organizational structure. Pursuant to the CSA and the ancillary agreements described therein, a series of transactions was consummated over the two business days ending on October 31, 2025 that, among other things, eliminated our dual-class, umbrella partnership C corporation (Up-C) structure and terminated our Tax Receivable Agreement (the "TRA") in exchange for 403,022 shares of our Class A common stock.

The transactions eliminate $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, we will retain 100% of realized tax savings that, but for the TRA termination, would have been payable to the former TRA holders, resulting in up to $180 million of lifetime savings for the company. As a result, we expect to substantially reduce our annual cash tax payments to approximately $3 million, with future taxes primarily the result of taxable income generated in foreign jurisdictions. In addition, we expect to realize approximately $1 million in annual savings from reduced compliance and financial reporting costs associated with a single-class stock structure.

As part of the transactions, the former TRA holders exchanged all outstanding shares of our Class B common stock (and corresponding units of our operating subsidiary) for shares of our Class A common stock on a one-for-one basis. As a result, we now have a single class of common stock with approximately 10.7 million Class A shares outstanding (including the shares issued to the former TRA holders as consideration for the agreement).

Webcast Details

Vivid Seats will host a webcast at 8:30 a.m. Eastern Time today to discuss the third quarter 2025 financial results and leadership transition. Participants may access the live webcast and supplemental earnings presentation on the events page of the Vivid Seats Investor Relations website at https://investors.vividseats.com/events-and-presentations.

About Vivid Seats

Founded in 2001, Vivid Seats is a leading online ticket marketplace committed to becoming the ultimate partner for connecting fans to the live events, artists, and teams they love. Based on the belief that everyone should "Experience It Live," the Chicago-based company provides exceptional value by providing one of the widest selections of events and tickets in North America and an industry leading Vivid Seats Rewards program where all fans earn on every purchase. Through its proprietary software and unique technology, Vivid Seats drives the consumer and business ecosystem for live event ticketing and enables the power of shared experiences to unite people. Vivid Seats has been recognized by Newsweek as one of America's Best Companies for Customer Service in ticketing. Fans who want to have the best live experiences can start by downloading the Vivid Seats mobile app, going to vividseats.com, or calling 866-848-8499.

Forward-Looking Statements

This press release 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," as well as similar expressions which predict or indicate future events and trends or which do not relate to historical matters, are intended to identify such forward-looking statements. The forward-looking statements in this press release relate to, without limitation: our future operating results and financial position, including our expectations with respect to our return to growth and fiscal year 2026 Marketplace GOV and adjusted EBITDA; our expectations with respect to live event industry growth, concert supply, and our TAM and competitive positioning; our business strategy; the expected benefits of our cost reduction program and the transactions contemplated by the CSA, including future savings; the anticipated impact of our leadership transition; and the plans and objectives of management for future operations. Forward-looking statements are not guarantees of future performance, conditions, or results, and are subject to risks, uncertainties, and assumptions that can be difficult to predict and/or are outside of our control. Therefore, actual results may differ materially from those contemplated by any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to: our ability to generate sufficient cash flows and/or raise additional capital when necessary or desirable; the supply and demand of live concert, sporting, and theater events; the impact of adverse economic conditions and other factors affecting discretionary consumer and corporate spending; our ability to maintain and develop our relationships with ticket buyers, sellers, and partners; our ability to compete in the ticketing industry; our ability to continue to maintain and improve our platform and to successfully develop new and improved solutions and enhancements; the impact of extraordinary events, including disease epidemics; our ability to identify suitable acquisition targets, to complete planned acquisitions, and to realize the expected benefits of completed acquisitions and other strategic investments; our ability to comply with applicable laws and regulations; the impact of unfavorable outcomes in legislation and legal proceedings; our ability to maintain the integrity of our information systems and infrastructure, and to identify, assess, and manage relevant cybersecurity risks; our ability to realize the expected benefits of our cost reduction program and/or the transactions contemplated by the CSA, including future savings (including due to changes in applicable laws or fluctuations in our taxable income); our ability to motivate and retain our senior management team, key technical employees, and other highly skilled personnel; and other factors discussed in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

Investors

Kate Africk

Kate.Africk@vividseats.com

Media

Julia Young

Julia.Young@vividseats.com

 
                            VIVID SEATS INC. 
                  CONDENSED CONSOLIDATED BALANCE SHEETS 
       (in thousands, except share and per share data) (Unaudited) 
 
                                      September 30,     December 31, 
                                          2025              2024 
                                     ---------------   -------------- 
Assets 
Current assets: 
  Cash and cash equivalents           $      145,108    $     243,482 
  Restricted cash                                605            1,166 
  Accounts receivable -- net                  38,483           48,315 
  Inventory -- net                            23,569           19,601 
  Prepaid expenses and other 
   current assets                             26,147           32,607 
                                         -----------       ---------- 
   Total current assets                      233,912          345,171 
Property and equipment -- net                 12,814           12,567 
Right-of-use assets -- net                    10,921           12,008 
Intangible assets -- net                     189,166          233,116 
Goodwill -- net                              648,622          943,119 
Deferred tax assets -- net                     1,181           77,967 
Investments                                    6,599            6,929 
Other assets                                   3,867            5,219 
                                         -----------       ---------- 
Total assets                          $    1,107,082    $   1,636,096 
                                         ===========       ========== 
Liabilities, redeemable 
noncontrolling interests, and 
shareholders' equity 
Current liabilities: 
  Accounts payable                    $      199,157    $     232,984 
  Accrued expenses and other 
   current liabilities                       126,990          165,047 
  Deferred revenue                            18,123           23,804 
  Current maturities of long-term 
   debt                                        3,950            3,950 
                                         -----------       ---------- 
   Total current liabilities                 348,220          425,785 
Long-term debt -- net                        384,212          384,960 
Long-term lease liabilities                   17,079           18,731 
TRA liability                                    180          155,720 
Other liabilities                             21,892           36,865 
                                         -----------       ---------- 
   Total liabilities                         771,583        1,022,061 
                                         -----------       ---------- 
Commitments and contingencies 
Redeemable noncontrolling interests           63,344          352,922 
Shareholders' equity: 
  Class A common stock, $0.0001 par 
   value; 500,000,000 shares 
   authorized, 7,456,747 and 
   7,190,975 shares issued and 
   outstanding at September 30, 
   2025 and December 31, 2024, 
   respectively                                   14               14 
  Class B common stock, $0.0001 par 
   value; 250,000,000 shares 
   authorized, 3,811,250 shares 
   issued and outstanding at 
   September 30, 2025 and December 
   31, 2024                                        8                8 
  Additional paid-in capital               1,450,104        1,267,710 
  Treasury stock, at cost, 949,665 
   and 571,687 shares at September 
   30, 2025 and December 31, 2024, 
   respectively                              (93,892)         (75,568) 
  Accumulated deficit                     (1,084,314)        (930,171) 
  Accumulated other comprehensive 
   income (loss)                                 235             (880) 
                                         -----------       ---------- 
   Total shareholders' equity                272,155          261,113 
                                         -----------       ---------- 
Total liabilities, redeemable 
 noncontrolling interests, and 
 shareholders' equity                 $    1,107,082    $   1,636,096 
                                         ===========       ========== 
 
 
 
                          VIVID SEATS INC. 
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 
                      (in thousands) (Unaudited) 
 
                     Three Months Ended       Nine Months Ended 
                        September 30,           September 30, 
                    ---------------------   ---------------------- 
                      2025        2024        2025         2024 
                    --------   ----------   ---------   ---------- 
Revenues            $136,373   $  186,605   $ 443,962   $  575,773 
Costs and 
expenses: 
  Cost of revenues 
   (exclusive of 
   depreciation 
   and 
   amortization 
   shown 
   separately 
   below)             44,340       51,029     131,294      149,377 
  Marketing and 
   selling            55,973       67,835     173,885      205,695 
  General and 
   administrative     45,183       46,306     139,537      149,725 
  Depreciation and 
   amortization       13,723       10,669      37,689       31,654 
  Impairment 
  charges                 --           --     320,449           -- 
                     -------    ---------    --------    --------- 
   Total costs and 
    expenses         159,219      175,839     802,854      536,451 
                     -------    ---------    --------    --------- 
Income (loss) from 
 operations          (22,846)      10,766    (358,892)      39,322 
Interest expense 
 -- net                6,111        6,300      17,410       16,706 
Other income -- 
 net                     (13)      (9,020)   (154,364)      (3,236) 
Loss on 
extinguishment of 
debt                      --           --         801           -- 
                     -------    ---------    --------    --------- 
Income (loss) 
 before income 
 taxes               (28,944)      13,486    (222,739)      25,852 
Income tax expense 
 (benefit)            (9,231)       4,290      70,089        7,136 
                     -------    ---------    --------    --------- 
Net income (loss)    (19,713)       9,196    (292,828)      18,716 
Net income (loss) 
 attributable to 
 redeemable 
 noncontrolling 
 interests           (11,187)       3,900    (138,685)       8,405 
                     -------    ---------    --------    --------- 
Net income (loss) 
 attributable to 
 Class A common 
 stockholders       $ (8,526)  $    5,296   $(154,143)  $   10,311 
                     =======    =========    ========    ========= 
 
 
 
                            VIVID SEATS INC. 
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
                       (in thousands) (Unaudited) 
 
                                   Nine Months Ended September 30, 
                                ------------------------------------- 
                                       2025                 2024 
                                ------------------      ------------- 
Cash flows from operating 
activities 
Net income (loss)                $        (292,828)     $      18,716 
Adjustments to reconcile net 
income (loss) to net cash 
provided by (used in) 
operating activities: 
  Depreciation and 
   amortization                             37,689             31,654 
  Amortization of leases                     1,165              1,379 
  Amortization of deferred 
   financing costs                             735                718 
  Equity-based compensation                 33,886             38,284 
  Change in fair value of 
   Intermediate Warrants                    (5,713)            (5,713) 
  Loss on asset disposals                      380                160 
  Change in fair value of 
   derivative asset                            841                537 
  Deferred income tax expense               76,786              3,378 
  Non-cash interest expense 
   (income) -- net                             499               (442) 
  Foreign currency loss (gain) 
   -- net                                   (2,363)               266 
  Loss on extinguishment of 
  debt                                         801                 -- 
  Adjustment of liabilities 
   under TRA                              (149,787)                -- 
  Impairment charges                       320,449                 -- 
  Write-off of 2024 
  Sponsorship Loan                           2,024                 -- 
Changes in operating assets 
and liabilities: 
  Accounts receivable -- net                10,027             (6,879) 
  Inventory -- net                          (3,967)            (1,234) 
  Prepaid expenses and other 
   current assets                            6,254              4,164 
  Accounts payable                         (34,242)           (33,113) 
  Accrued expenses and other 
   current liabilities                     (39,611)           (35,140) 
  Deferred revenue                          (5,681)           (10,042) 
  Long-term lease liabilities               (1,731)                -- 
  Other assets and liabilities 
   -- net                                   (9,009)              (558) 
                                    --------------       ------------ 
   Net cash provided by (used 
    in) operating activities               (53,396)             6,135 
Cash flows from investing 
activities 
Disbursement of 2024 
 Sponsorship Loan                               --             (2,000) 
Purchases of property and 
 equipment                                  (2,053)              (767) 
Purchases of personal seat 
 licenses                                     (990)              (737) 
Investments in developed 
 technology                                (12,533)           (14,334) 
Purchases of seat images                      (686)                -- 
                                    --------------       ------------ 
  Net cash used in investing 
   activities                              (16,262)           (17,838) 
Cash flows from financing 
activities 
Payments of 2022 First Lien 
 Loan                                           --               (689) 
Payments of Shoko Chukin Bank 
 Loan                                           --             (2,655) 
Proceeds from 2024 First Lien 
 Loan                                           --            125,500 
Repurchases of Class A common 
 stock                                     (18,292)           (22,998) 
Payments of taxes related to 
 net settlement of equity 
 incentive awards                           (1,848)              (645) 
Repurchase and retirement of 
 fractional shares resulting 
 from Reverse Stock Split                       (5)                -- 
Tax distributions to 
 redeemable noncontrolling 
 interests                                  (1,689)            (9,253) 
Payment of liabilities under 
 TRA                                        (4,005)               (77) 
Payment of deferred financing 
 costs and other debt-related 
 expenses                                     (162)              (315) 
Payments of 2024 First Lien 
 Loan                                      (76,986)              (987) 
Proceeds from 2025 First Lien 
Loan                                        76,986                 -- 
Payments of 2025 First Lien 
 Loan                                       (1,964)                -- 
Payments toward Acquired 
 Domain Name Obligation                     (1,500)                -- 
                                    --------------       ------------ 
   Net cash provided by (used 
    in) financing activities               (29,465)            87,881 
Effect of exchange rate 
 changes on cash, cash 
 equivalents, and restricted 
 cash                                          188               (151) 
                                    --------------       ------------ 
Net increase (decrease) in 
 cash, cash equivalents, and 
 restricted cash                           (98,935)            76,027 
                                    --------------       ------------ 
Cash, cash equivalents, and 
 restricted cash -- beginning 
 of period                                 244,648            132,434 
                                    --------------       ------------ 
Cash, cash equivalents, and 
 restricted cash -- end of 
 period                          $         145,713      $     208,461 
                                    ==============       ============ 
 
 
 
                          VIVID SEATS INC. 
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
                     (in thousands) (Unaudited) 
 
Supplemental disclosures of cash flow 
information 
Cash paid for interest                            $20,984  $16,728 
Cash paid for income taxes                        $ 5,259  $ 5,144 
                                                   ======   ====== 
 
 

Adjusted EBITDA

We present adjusted EBITDA, which is a non-U.S. GAAP financial measure, because it is a key measure used by analysts, investors, and others to evaluate companies in our industry. Adjusted EBITDA is also used by management to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting.

We believe adjusted EBITDA is a useful measure for understanding, evaluating, and highlighting trends in our operating results and for making period-to-period comparisons of our business performance because it excludes the impact of items that are outside of our control and/or not reflective of ongoing performance related directly to the operation of our business.

Adjusted EBITDA is not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with U.S. GAAP. Adjusted EBITDA does not reflect all amounts associated with our operating results as determined in accordance with U.S. GAAP and specifically excludes certain recurring costs such as income tax expense (benefit), interest expense -- net, depreciation and amortization, sales tax liabilities, transaction costs, equity-based compensation, litigation, settlements, and related costs, change in fair value of warrants, loss on asset disposals, change in fair value of derivative asset, foreign currency loss (gain) -- net, loss on extinguishment of debt, adjustment of liabilities under our Tax Receivable Agreement, impairment charges, and severance compensation. In addition, other companies may calculate adjusted EBITDA differently than we do, thereby limiting its usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the U.S. GAAP amounts that are excluded from our presentation of adjusted EBITDA.

The following table presents a reconciliation of adjusted EBITDA to net income (loss), the most directly comparable U.S. GAAP financial measure, for the three and nine months ended September 30, 2025 and 2024 (in thousands):

 
                       Three Months Ended       Nine Months Ended 
                          September 30,           September 30, 
                      ---------------------   ---------------------- 
                        2025        2024        2025         2024 
                      --------   ----------   ---------   ---------- 
Net income (loss)     $(19,713)  $    9,196   $(292,828)  $   18,716 
Adjustments to 
reconcile net 
income (loss) to 
adjusted EBITDA: 
  Income tax expense 
   (benefit)            (9,231)       4,290      70,089        7,136 
  Interest expense 
   -- net                6,111        6,300      17,410       16,706 
  Depreciation and 
   amortization         13,723       10,669      37,689       31,654 
  Sales tax 
   liability(1)            500          526        (860)       2,613 
  Transaction 
   costs(2)                935        1,243       8,816        6,649 
  Equity-based 
   compensation(3)      11,483       10,685      33,886       38,284 
  Litigation, 
   settlements, and 
   related costs(4)        228          157         933          164 
  Change in fair 
   value of 
   warrants(5)            (864)      (3,952)     (5,713)      (5,713) 
  Loss on asset 
   disposals(6)            184           38         380          160 
  Change in fair 
   value of 
   derivative 
   asset(7)                268          456         841          537 
  Foreign currency 
   loss (gain) -- 
   net(8)                1,211       (5,531)     (2,363)         266 
  Loss on 
  extinguishment of 
  debt(9)                   --           --         801           -- 
  Adjustment of 
   liabilities under 
   TRA(10)                (615)          --    (149,787)          -- 
  Impairment 
  charges(11)               --           --     320,449           -- 
  Severance 
   compensation(12)        685           --       1,239           -- 
                       -------    ---------    --------    --------- 
Adjusted EBITDA       $  4,905   $   34,077   $  40,982   $  117,172 
                       =======    =========    ========    ========= 
 
 
 
(1)     During the periods presented, we accrued for additional 
         uncollected indirect tax liabilities in jurisdictions 
         where we expect to remit payment to U.S. and foreign 
         governmental tax authorities before all required amounts 
         are collected from the customer. We also received 
         abatements and recognized other reductions to the 
         balance of the liability related to uncollected indirect 
         taxes (including sales taxes). 
 
(2)     Consists of: (i) legal, accounting, tax, and other 
         professional fees; (ii) personnel costs related to 
         retention bonuses; (iii) integration costs; and (iv) 
         other transaction-related expenses, none of which 
         are considered indicative of our core operating performance. 
         Costs in the three and nine months ended September 
         30, 2025 primarily related to the refinancing of our 
         first lien loan, repurchases of Class A common stock, 
         the 1-for-20 reverse stock split that was effected 
         on August 5, 2025, and various strategic transactions 
         and investments. Costs in the three and nine months 
         ended September 30, 2024 primarily related to the 
         refinancing of our first lien loan, repurchases of 
         Class A common stock, acquisitions, and various strategic 
         investments. 
 
(3)     Costs in the three and nine months ended September 
         30, 2025 primarily related to equity granted pursuant 
         to our 2021 Incentive Award Plan (as amended, the 
         "2021 Plan"), which is not considered indicative of 
         our core operating performance. Costs in the three 
         and nine months ended September 30, 2024 primarily 
         related to equity granted pursuant to the 2021 Plan 
         and profits interests issued prior to the 2021 transaction 
         pursuant to which Horizon Acquisition Corporation 
         merged with and into us (the "Merger Transaction"), 
         neither of which are considered indicative of our 
         core operating performance. 
 
(4)     Relates to external legal costs, settlement costs, 
         and insurance recoveries, none of which are considered 
         indicative of our core operating performance. 
 
(5)     Relates to the revaluation of warrants to purchase 
         common units of Hoya Intermediate, LLC held by Hoya 
         Topco, LLC following the Merger Transaction, which 
         is not considered indicative of our core operating 
         performance. 
 
(6)     Relates to disposals of fixed assets, which are not 
         considered indicative of our core operating performance. 
 
(7)     Relates to the revaluation of derivatives recorded 
         at fair value, which is not considered indicative 
         of our core operating performance. 
 
(8)     Relates to net losses (gains) resulting from the impact 
         of exchange rate changes on transactions denominated 
         in non-functional currencies, which are not considered 
         indicative of our core operating performance. 
 
(9)     Relates to losses incurred during the nine months 
         ended September 30, 2025 in connection with the extinguishment 
         of our former first lien term loan, which are not 
         considered indicative of our core operating performance. 
 
(10)    Relates to the remeasurement of the Tax Receivable 
         Agreement liability, which is not considered indicative 
         of our core operating performance. 
 
(11)    Relates to non-cash impairment charges related to 
         our goodwill and certain indefinite-lived intangible 
         assets triggered by the effects of recent declines 
         in our financial performance, near-term outlook and 
         Class A common stock price, among other factors, during 
         the nine months ended September 30, 2025. 
 
(12)    Relates to severance-related payments paid to terminated 
         employees as a result of a reduction in employee headcount 
         during the three and nine months ended September 30, 
         2025. The reduction was part of our strategic cost 
         reduction program and is not considered indicative 
         of our core operating performance. 
 

(END) Dow Jones Newswires

November 06, 2025 06:30 ET (11:30 GMT)

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