SEAT 10-K & 10-Q changes, risk factors and insider trading

Risks Related to Our Business and& the Live Events and Ticketing IndustriesIndustry

We are adversely affected by decreases in the supply of and/or demand for live concert, sporting, and theater events.

The supply of live concert, sporting, and theater events depends on several factors, many of which are outside of our control. We rely on artists and sports teams to perform and play at live events, and scenarios such as artists deciding to perform less frequently or at smaller venues, sports league lockouts, promoters or event venues failing to correctly anticipate demand for particular events, or negative trends in the entertainment and/or sporting industries that cause a reduction in the number or availability of live events adversely affect our business, financial condition, and results of operations.

Our business also depends on demand for and attendance at live concert, sporting, and theater events, which is affected by, among other things, discretionary consumer and corporate spending. Many factors impact such spending, including economic conditions (e.g., unemployment levels, interest rates, inflation, and fuelcommodity prices), changes into tax rates/laws, public safety concerns, and other extraordinary events. Reduced discretionary spending, as well as other negative business or industry conditions or trends, can decrease demand for and attendance at live events, as well as reduce ticket sales, which adversely affect our revenue and operating results.

We may be adversely affected by an adverse changechanges in our relationships with ticket buyers, sellers, and/or partners.

Our business depends on developing and maintaining our deep and longstanding relationships with the parties that use our platform to buy and sell tickets, including ticket buyers, sellers, and partners. ThereAny can be no assurance that we will be ablefailure to maintaindo existing or develop new relationshipsso on acceptable terms, or at all, and the failure to do so could adversely affect our business, financial condition, and results of operations. For example, the loss of a significant Private Label Offering distribution partner in 2025 adversely affected both our Private Label Offering and total Marketplace order volumes and revenues.

We may be adversely affected ifby changes into internet search engine algorithms andor dynamics,if we fail to adapt to the impact of AI on how consumers search enginefor disintermediation,live orevent mobile application marketplace rules decrease traffic to our websites and mobile applications.tickets.

We also rely on mobile applicationapp marketplaces, such as Apple’s App Store and Google’s Play Store, to enable downloads of our mobile applications.apps. Such marketplaces have in the past made, and may in the future make, changes (including to securitysecurity, privacy, disclosure, age verification, and privacy policies andother requirements) that may impede access to our applicationsmobile apps or limit the features we can offer. For example, our applicationsmobile apps may receive unfavorable promotion and/or placement treatment compared to those of competing applications,apps, including the order in which they appear within these marketplaces. Further, our Apple iOS and Google Android applicationsmobile apps are an increasingly important distribution channel for ticket sales. If either marketplace were to charge commissions or fees on our application-basedmobile app-based revenue, and we failed to negotiate favorable terms, it could adversely affect our business, financial condition, and results of operations. In addition, certain mobile app marketplace rules are subject to legal challenges, which can create uncertainty and further complicate our ability to comply therewith. Similarly, if problems arise in our relationships with these or other such marketplaces, access to our mobile apps could be impeded and our user growth could be harmed.

We face intense competition in the ticketing industry, and we may be adversely affected if we are unable to maintain or increaseattract ticket listingsbuyers and salessellers onto our platform.

We operate in aan highlyincreasingly competitive industry and face significant and continuous competition from other national, regional, local, and international primary and secondary ticketing service providers to secure newacquire and retain existing ticket buyers, sellers, and partners. We also facecompete competition in the resale of tickets fromwith other professional ticket resellers.resellers in our Resale segment, as well as with providers of other avenues for entertainment, including restaurants, movies, and television, for the discretionary spending of consumers. This competition could cause the volume of our ticketing businesslead to decline,decreased sale volumes and/or profit margins, which would adversely affect our business, financial condition, and results of operations.

Competitive variables that could lead to a decrease in ticket orders, prices, fees, and/or profit margins, certain of which have adversely affected our past financial performance, include: competitive offerings from our competitors that include more favorable terms or pricing; increased marketing spending by our competitors; consolidation among competitors resulting in their increased market share; technological changes and innovationsinnovations, such as consumers’ increasing use of AI to search for live event tickets, that we are unable to adopt or adapt to or are late in adopting or adapting to; other entertainment options or ticket inventory selections and varieties that we do not offer; increased pricing in the primary ticket marketplace, which could result in reduced profits for secondary ticket sellers; primary ticket marketplaces successfullyenacting restrictingpolicies that restrict or impede secondary ticket sales; and increased search engine marketing costs as competitors increase bid prices.

Our ability to attract and retain ticket buyers, sellers, and partners depends in large part on our ability to continue to provide a user-friendly and effective platform, develop and improve our platform, and introduce compelling new solutions and enhancements. Our industry is characterized by rapidly changing technology, service, and product introductions, and changing demands of ticket buyers, sellers, and partners. WeTechnological innovation in areas such as AI and machine learning may further accelerate these changes. While we spend substantial time and resources understanding and responding to suchthese parties’changes needs.and demands, if we fail to adapt, competitors may be able to more successfully enhance their platforms, improve operational efficiency, and/or deliver more personalized user experiences. Developing new and improved solutions and enhancements is costly and complex, and the timetable for commercial release is difficult to predict and may vary from our historical experience. InOur addition,ability afterto development,effectively ticketdevelop, buyers,adopt, sellers,or integrate emerging technologies, including AI and partnersmachine learning, may notalso be satisfied with, or may perceive that their needs are not adequately addressed by,impact our solutions and enhancements. The success of a new solution or enhancementability to ourremain platform can depend on several factors, including timely completion and delivery, competitive pricing, adequate quality testing, platform integration, user awareness, and overall market acceptance and adoption. If we do not continue to maintain and improve our platform, or to successfully develop new and improved solutions and enhancements, our business, financial condition, and results of operations could be adversely affected.competitive.

There are also many factors outside of our control that could undermine and/or harm our reputation and brand. A negative perception of our marketplace could adversely affect our business, including as a result of: complaints or negative publicity and our responsiveness thereto; our inability to timely comply with applicable laws, regulations, and/or consumer protection-related guidance; the use of our platform to sell fraudulent or counterfeit tickets; the timing of refunds and/or payment reversals through our platform; actual or perceived disruptions or defects in our platform; cybersecurity incidents; a lack of awareness of our policies; or changes to our policies that third parties perceive as overly restrictive, unclearunclear, or inconsistent with our values.

We may be adversely affected by extraordinary events, including public safety concerns or disruptions, mass-casualty incidents, acts of civil unrest, terrorist attacks, military actions, disease epidemics or other public health concerns (including any resurgence of the COVID-19 pandemic),concerns, natural disasters, and severe weather events.

The global COVID-19 pandemic and related economic shutdown resulted in significant disruption to our business, the entertainment and sporting industries, and the global economy in 2020 and 2021. The pandemic led governments and other authorities around the world to impose measures intended to control its spread, including travel bans, border closings and restrictions, business closures, quarantines, and vaccine requirements. During the height of the pandemic, many artists, sports teams, promoters, and event venues around the world ceased performances, games, and operations. Because we depend on live events in order to generate revenue from ticket sales, the decreased supply of and demand for such events during the pandemic negatively impacted our business and financial condition. While live events are now generally held at pre-pandemic scope and scale, it is difficult to predict any future outbreaks of disease epidemics (including any resurgence of the COVID-19 pandemic) and whether restrictions could again be imposed. Any of these circumstances could again adversely affect the live events industry and our business and financial condition.

We may be adversely affected if any ofcompleted theor future business acquisitionsacquisition we have made, or may make in the future, areis unsuccessful.

We have operations in CanadaCanada, Japan, and Japan,the United Kingdom, and we continue to strategically expand our international operations. Accordingly, we are subject to risks associated with doing business internationally, including, but not limited to: complying with a variety of newly applicable, and often changing and/or conflicting, laws and regulations, including those relating to anti-bribery, anti-corruption, anti-money laundering, data protection, and privacy; obtaining required governmental approvals, permits, and licenses; obtaining and enforcing our intellectual propertyIP rights; staffing and managing our foreign operations; financial risks such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises, and exposure to foreign currency exchange rate fluctuations; preferences by local consumers for local competitors; and political and economic instability.

Our financial results and cash needs vary from period to period depending on, among other things: the number, location, venue type, and timing of certain live concert, sporting, and theater events; the popularity of and demand for certain artists, sports teams, tours, and events; artists’ decisions about when and where to perform; sports teams’ performances, and the length and team composition of playoff series and championship games; event cancellations; weather, seasonal, and other fluctuations in our operating results; the timing of guaranteed payments, investments, acquisitions, and financing activities; competitive dynamics; and the timing of disbursements of accounts payable to ticket sellers and partners.

Because our results may vary significantly from period to period, our financial performance in one period may not be indicative of, or comparable to, our financial performance in other periods. Typically,Historically, we experiencehave experienced lower financial performance in the first, second, and third quarters, with slightly increased activity in the fourth quarter when all major sports leagues are in season, concert on-sales begin for the following year, and theater event orders increase during the holiday season. However, these fluctuations have recently become less predictable. In addition, the timing of top-grossing tours and events, as well as the number of sports games and the teams involved in playoff series and championship games, can impact the year-to-year comparability of quarterly results (and, in rare cases, annual results). The seasonality of our business could create cash flow management risks if we do not adequately anticipate and plan for periods of decreased activity, which could adversely affect our business, financial condition, and results of operations by negatively impacting our ability to execute on our strategy.

Impairment of our goodwill and certain indefinite-lived trademarks has adversely affected, and may in the future adversely affect, our financial results and condition.

In accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), we test our goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if an event occurs or circumstances change that indicate that the fair value of such assets might be impaired. If thean asset’s carrying amount of our goodwill exceeds its implied fair value, an impairment loss is recorded equal to the amount of the excess. During the year ended December 31, 2020, we recognized a non-cash impairment charge of $573.8 million, which included a goodwill impairment of $377.1 million. As of December 31, 2024, we had a Goodwill – net balance of approximately $943.1 million (which represented approximately 57.6% of our total assets). Due to market volatility, economic uncertainty, and inflationary concerns, there can be no assurance that our goodwill will not be impaired again in the future. Impairment may result from, among other things, a significant decline in our expected cash flows, an adverse change in general economic conditions, and slower growth rates in our industry. If we are required to impair our goodwill in the future, it could adversely affect our financial condition.

Inflation can negatively impact our business by increasing our overall costs, particularly if we are unable to achieve commensurate increases to revenues. Inflation has resulted, and may continue to result, in elevated interest rates and capital costs, increased costs of labor, weakened exchange rates, reduced discretionary consumer and corporate spending, and other similar effects. As a result of inflation, we have experienced, and may continue to experience, increased costs. Although we may take measures to mitigate the effects of inflation, such measures may not be effective and, even if such measures are effective, there could be a difference in timing between the effects of inflation and of such measures. As a result, our business, financial condition (including liquidity), and results of operations may be adversely affected.

Risks Related to Government Regulation and& Litigation

Our operations are subject to federal, state, local, and international laws and regulations governing key aspects of our business such as advertising, anti-bribery, anti-corruption, anti-money laundering, competition, consumer protection, data protection, export taxation, fantasy sports, intellectual property,IP, payments, privacy, sports gaming, ticketing, ticket resale, and unfair business practices. While we strive to conduct our business and operations in compliance with all applicable laws and regulations, there can be no assurance that a particular law or regulation will not be interpreted or enforced in a manner contrary to our understanding of it. The promulgation of new and sometimes conflicting laws and regulations, as well as changes to existing laws and regulations or their interpretation, can make compliance more complex, costly, and challenging. Our failure to comply with any applicable laws or regulations could result in governmental investigations, inquiries, litigation, proceedings, and/or fines against us by governmental authoritiesus, and/or individual private actions brought by individuals which, if material, could adversely affect our business, financial condition, and results of operations.

We depend on the ability of sellersticket holders to sell their tickets on the secondary market unencumbered.

Our business depends on sellers’ticket holders’ ability to listsell eventtheir tickets for sale on the secondary ticket market. SomeCertain jurisdictions prohibithave regulated ticket resale by enacting resale price caps, prohibiting the resale of event tickets at prices above their face value, orand ateven all, or otherwise highly regulatebanning ticket resale.transferability. Such prohibitions, or similar laws and regulations, could restrict or inhibit our ability to operate, or the ability of ticket buyers, sellers, and partners to continue to use, our ticket marketplace. Actions taken by governments, rights holders, orSome primary ticketing companies,companies suchand asrights enactingholders resalehave restrictionenacted policies,policies requiringthat certainsimilarly disclosures,restrict ticket resale, including using technology to limit where and how ticketsa ticket can be sold on the secondary market,resold, charging incremental fees for the ability to sellresell ticketsa onticket, the secondary market, orand partnering with other resale marketplaces on an exclusive basis,basis. Such regulations and policies restrict or inhibit the ability of ticket holders to resell their tickets. This could result in reduced demand for our services, which would adversely affect our business, financial condition, and results of operations.

Our processing of personal data and other sensitive information could give rise to liabilities as a result of governmental regulation, litigation, and conflicting legal requirements, including those relating to personal privacyprivacy, rights.data security, and AI.

In the ordinary course of business, we collect, receive, store, protect, use, transmit, share, and dispose of (collectively, “process”) personal data and other sensitive information. TheseThis activities subjectsubjects us to numerous federal, state, and international laws and regulations, industry standards, external and internal privacy and security policies, and contractual requirements addressing privacy, data protection, and the processing of such data and information.

Many U.S. states, and the federal and local governments, have adopted data protection and security legislation, including laws relating to personal data privacy and data breach notification. Many U.S. states have also enacted comprehensive privacy laws that impose certain obligations on covered businesses, such as requiring certain privacy disclosures and giving residents certain rights with respect to their personal data (e.g., the right to access, correct, or delete such data and to opt-outopt out of certain data processing activities). Certain U.S. states also impose strict requirements on the processing of personal data, such as conducting data privacy impact assessments, and provide statutory fines for non-compliance. For example, the CCPA applies to the personal data of consumers, business representatives, and employees who are California residents,residents and requires covered businesses to provide specific disclosures in privacy noticesnotice disclosures and honor requests of such individuals to exercise certain privacy rights. The CCPA provides for statutory penalties and a private right of action for data breaches resulting from a failure to implement reasonable security procedures and practices. U.S. state and federal legislators continue to consider and enact similar laws, reflecting a trend toward more stringent privacy legislation in the United States. These and any future similar laws are likely to increase our compliance costs and overall risk,costs, particularly when they have conflicting requirements,requirements and evolving judicial interpretations, and may require us to further modify our data processing practices and policies. In addition to new regulations, courts around the country continue to evolve their interpretation of data privacy and protection laws, including the CCPA.

There has also been a noticeable uptick in U.S. class action litigation in the United States in which plaintiffs have utilized a variety ofutilize laws, including the Video Privacy Protection Act of 1988, the Telephone Consumer Protection Act, state wiretapping laws, and other privacy laws and regulations, in relationrelating to the use of tracking technologies such as cookies and pixels.pixels, as well as AI-enabled ‘chatbots’ and customer service agents. This trend may lead legislatures to consider responsive regulation. These practices are also subject to increased challenges by class action plaintiffs. Our inability or failure to obtain consent for these practices or to appropriately disclose them could result in adverse consequences, including class action litigation and mass arbitration demands.

Personal and other user data is also increasingly subject to legislation and regulations in foreign jurisdictions in which we operate. For example, PIPEDA is a comprehensive Canadian privacy and security law for organizations collecting, using, or disclosing information about identified individuals for commercial purposes, and may impose obligations on covered organizations that are greater than what is common in the United States.purposes. Certain Canadian provinces also have their own data protection regulations. Similarly, the United Kingdom, the European Union,Union (the “EU”), and countries in the European Economic Area (the “EEA”) traditionally have taken broader views on, and imposed different legal obligations on companies as to, the types of data that are subject to privacy and data protection laws and regulations. For example, the E.U.EU General Data Protection Regulation (the “GDPR”), which took effect in May 2018, applies to any company established in the EEA and to companies outside the EEA if theythat collect and use personal data in connection with the offering of goods or services to individuals in the EEA or the monitoring of their behavior. The United Kingdom has its own General Data Protection Regulation, which took effect in January 2021.Regulation. Under the GDPR, companies may face temporary or definitive bans on data processing andprocessing, other corrective actions, significant monetary fines, and/or private litigation related to the processing of personal data. The APPI, a Japanese law governing the handling of personal information, may also impose obligations on covered entities that are in addition to, or differ from, those in other jurisdictions (for example, it differs from the GDPR with respect to its approach to notifications and the cross-border transfer of personal data). Compliance with these and any other foreign data privacy laws and regulations may significantly increase our operational costs and our overall risk exposure.

In the ordinary course of business, we transfer personal data from one jurisdiction to another. Certain European jurisdictions, including the United Kingdom, have enacted laws requiring that personal data be localized or limiting the transfer thereof to other jurisdictions, including the United States. Other jurisdictions have adopted or may adopt similar data localization and/or cross-border data transfer restrictions. Although there are various mechanisms that may be used to transfer personalsuch data from the United Kingdom and the EEA to the United States in compliance with these restrictions, they are subject to legal challenges and there can be no assurance that we can satisfy or rely on them. If there were no lawful manner for us to transfermake personalsuch data from the United Kingdom or the EEA to the United States,transfers, or if the requirements for doing so were too onerous, we could face adverse consequences, including the interruption of our operations, the need to relocate our data processing activities, and penalties such as fines and injunctions. In addition, companies that transfer personal data out of the United Kingdom and the EEA have faced increased scrutiny from regulators and litigants, and certain of such companies have been ordered by European regulators to suspend or cease certain such data transfers for allegedly violating the GDPR’s cross-border data transfer restrictions.

We must also comply with certain industry standards and contractual obligations related to personal privacy, data privacysecurity, and security.AI. For example, certain privacy laws, including the CCPA and the GDPR, require the imposition of specific contractual restrictions on service providers. We also publish privacy policies, marketing materials, and other statements related to compliance with certain certifications or self-regulatory principles concerning data privacy and security. U.S. regulators are increasingly scrutinizing these materials, and if they are found to be deficient, unfair, misleading, or misrepresentative of our practices, we could be subject to governmental enforcement actions or other adverse consequences.

From time to time, our personnel use generative artificial intelligence (“AI”) technologies in the course of their work. We use also use generative AI and machine learning technologies (“AI/ML”) in certain of our products. The disclosure and use of personal and/or confidential data in generative AI technologies, and the development and use of AI/ML,such technologies, present various privacy and data security risks and are subject to an increasing number of laws and regulations. Several jurisdictions, including in the United States and Europe, have enacted laws and regulations governing the development and use of AI/ML,AI, such as the EU’s AI Act, Colorado’s Artificial Intelligence Act, and the CCPA’s automated decision-making regulations, and we expect other jurisdictions will adopt similar laws. Certain consumer rights extended by privacy laws (e.g., the right to delete certain personal data and regulate automated decision makingdecision-making) may also be incompatible with the use of AI/ML. technologies. Further, countries and states are applying their data and consumer protection laws to AI technologies, including generative AI and AI-enabled ‘chatbots.’ As a result, our use of these technologies could result in additional compliance costs, lawsuits, and regulatory actions. However, our inability to use these technologies, or limitations on such use, could result in a competitive disadvantage.

In addition, any compromise of our information securitysecurity, including that results in the unauthorized access, acquisition, or release of personal or other user data, or the perception that such a compromise has occurred, could harm our brand and reputation, discourage existing and potential ticket sellers, buyers, and partners from using our platform, and result in litigation (including class claims) and/or fines and proceedings by governmental agencies and users,agencies, any of which could adversely affect our business, financial condition, and results of operations.

The secondary ticket market is regulated by allfederal, U.S.state, statesand tointernational varyinggovernments. degrees,This includingcan byinclude requiring certain disclosures,disclosures refundingand refund practices, orenacting otherprice consumercaps, affairsprohibiting obligations.the resale of tickets above their face value, and even banning ticket transferability. Future laws, regulations, or unfavorable legislative outcomes could impose additional restrictions,restrictions suchand compliance costs on our business, as well as restrict ticket resaleholders’ priceability capsto andsell transfertheir bans,tickets on the secondary market, any of which could adversely affect our industry, business, financial condition, and operating results.

The application of indirect taxes such as sales and use, amusement, value-added, goods and services, business, and gross receipts to businesses like ours, and to ticket buyers and sellers on our marketplace, is a complex and evolving issue. Because significant judgment is required to evaluate applicable tax obligations, amounts recorded are subject to adjustment. In many cases, the ultimate tax determination is uncertain because it is unclear how new and existing statutes might apply to our business. One or more jurisdictions may seek to impose additional reporting, recordkeeping, or indirect tax collection obligations on businesses like ours that facilitate online marketplaces. ImpositionThe imposition of an information reporting or tax collection requirementrequirements could decrease ticket seller activity on our platform, which would adversely affect our business. New legislation could require us, or ticket sellers on our marketplace, to incur substantial compliance costs, including in connection with tax calculation, collection, remittance, as well as audit requirements, which could adversely affect our business, financial condition, and results of operations.

In addition, we could bebecome subject to sales and use tax and value-added tax audits in the futurefuture, and that federal, state, local, or international tax authorities could assert that we are obligated to collect additional amounts as taxes on behalf of ticket sellers and remit those taxes to the proper authorities. We could also be subject to audits and assessments with respect to jurisdictions for which we have not accrued tax liabilities. A successful assertion that we should be collecting additional sales or other taxes in jurisdictions where we have not historically done so, and where we do not accrue for such taxes, could result in substantial tax liabilities for past sales and otherwise adversely affect our business, financial condition, and results of operations.

Risks Related to Information Technology, Cybersecurity,Cybersecurity and& Intellectual Property

The success of our operations depends, in part, on the integrity of our information systems and infrastructure, as well as affiliate and third-party computer systems, computer networks, and other communication systems. System interruptions and the lack of integration and redundancy in such information systems and infrastructure, both of our own ticketing and other computer systems and of affiliate and third-party software, computer networks, and other communications systems service providers on which we rely, may adversely affect our ability to operate our websites and mobile applications,apps, process and fulfill transactions, respond to customer inquiries, and generally maintain cost-efficient operations. Similarly, due to our reliance on a network of technology systems, many of which are outside of our control, changes to interfaces upon which we rely, or a reluctance of our counterparties to continue supporting our systems, could lead, and in the past has led, to technology interruptions. Such interruptions could occur by virtue of a natural disaster, malicious action such as a cyberattack or intrusion, act of terrorism, military action, human error, or the other threats discussed in thesethis risk“Risk factors.Factors” section. In addition, the loss of certain key personnel could subject us to systems interruptions and require us to expend additional resources to continue to maintain our software and systems. The large infrastructure footprint that is required to operate our systems requires an ongoing investment of time, money, and effort to maintain or refresh hardware and software to ensure it remains at a level capable of servicing the demand and volume of our business. Failure to do so may result in system instability, degradation in performance, or unfixable security vulnerabilities that could adversely affect both our business and consumers.

Due to the nature of our business, weWe process certain personal data and other sensitive informationor confidential information, including about ticket buyers and sellers and our employees. Penetration of our information technology systems, or the misappropriation or misuse of such data or information (including credit card information and other personally identifiable information), could interrupt our operations and subject us to adverse consequences, including increased costs, litigation, and governmental enforcement actions. Cyberattacks, malicious internet-based activity, fraud, and similar evolving threats (including phishing attacks, malicious code, software bugs, malware attacks, ransomware attacks, denial-of-service attacks, credential stuffing attacks, and credential harvesting) threaten the confidentiality, integrity, and availability of our information technology systems. Such threats come from a variety of sources and are increasingly prevalent and difficult to detect.

We have devoted significant resources to the development of systems, practices, and policies designed to detect, mitigate, and remediate vulnerabilities in our information technology systems, protect against potential cybersecurity threats and their consequences, and protect sensitive information. However, such measures cannot provide absolute security or certainty. Advances in threat actor capabilities, technologies, methods, and tools, inadvertent violations of our practices or policies, or other developments could result in a compromise or breach of our systems and processes that are used to protect sensitive information. We may also experience delays in developing and deploying remedial measures designed to address identified vulnerabilities.

Any of these or similar threats could lead to a security incident or other interruption that results in the unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, or disclosure of, or access to, our information technology systems, or those of the third parties with whom we conduct business. If we or such a third party experience (or are perceived to have experienced) a significant incident or interruption, it may have adverse consequences on us, including: governmental enforcement actions; lawsuits (including class action claims); additional reporting requirements and/or oversight; bans or restrictions on processing sensitive information; indemnification obligations; negative publicity; and reputational harm among ticket sellers, buyers, and partners; the diversion of management resources; the interruption of our operations (including data availability); financial losses; and incidents of ticketing fraud or counterfeit tickets. In the event of such an incident, we may also be required or voluntarily choose to notify relevant stakeholders (including affected individuals, regulators, and investors) or to take other actions (such as providing credit monitoring and identity theft protection services). Such disclosures and actions can be costly, and the failure to comply with applicable requirements could lead to adverse consequences. Any of the foregoing could adversely affect our business, financial condition, and results of operations.

We may be adversely affected if we are unable to adequately protect or enforce our intellectual propertyIP rights.

Our proprietary technologies and information, including our software, informational databases, and other components that make up our products and services, are critical to our success. We seek to protect our proprietary technologies and information through a combination of methods, including intellectual propertyIP rights such as U.S. and foreign patents, trademarks, domain names, copyrights, and trade secrets, as well as through confidentiality agreementsagreements, IP assignment agreements, and other contractual restrictions with employees, customers, suppliers, affiliates, partners, and others. However, despite these efforts, a third party may be able to copy or otherwise obtain and use our intellectual property without authorization (which, if discovered, could require legal action to correct) and/or independently and lawfully develop products or services substantially similar to ours. Any failure of our strategies to protect our proprietary technologies and information could adversely affect our business, financial condition, and results of operations.

InHowever, addition,despite these efforts, there can be no assurance that our strategies to protect our intellectual propertyIP rights will prevent the authorized use, infringement, misappropriation, dilution, or other violations thereof, particularly in foreign countries where the laws may not protect such rights as fully as they do in the United States. A third party may also lawfully develop products or services substantially similar to ours. A failure to protect our intellectual propertyIP rights in a meaningful manner, or challenges to our related contractual rights, could result in the erosion of our brand names or other intellectualIP, propertywhich andcould adversely affect our business, financial condition, and results of operations. Litigation may be necessary to enforce our intellectual propertyIP rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any such litigation, regardless of the outcome or merit thereof, could result in substantial costs and divert the attention of management and other key technical resources, either of which could adversely affect our business, financial condition, and results of operations.

We may face potential liability and costs for legal claims alleging that we infringe upon third-party intellectual propertyIP rights.

* See the “Key Business Metrics and& Non-U.S. GAAP Financial Measure” section below for more information on Marketplace GOV and adjusted EBITDA, which is a financial measure not defined under U.S. GAAP.

In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partnerspartners, throughfor which we earn revenue from processing ticket sales for live events and facilitating the booking of hotel rooms and packages across our Owned Properties, including: Vivid Seats; Vegas.com, an online ticket marketplace for live event enthusiasts exploring shows, attractions, tours, flights, and hotels in Las Vegas, which we acquired in November 2023; and Wavedash, an online ticket marketplace headquartered in Tokyo, Japan, which we acquired in September 2023. We also earn revenue processing ticket sales for numerous distribution partners through our Private Label Offering.:

Using our online platform, we facilitate customerbuyer payments, deposits and withdrawals, coordinate ticket deliveries, and provide customer service. We do not hold ticket inventory in our Marketplace segment.

WeThe main costs we incur costsin forour Marketplace segment relate to developing and maintaining our platform, providing back-office support and customer service, facilitating payments and deposits, and shipping non-electronic tickets. We also incur substantial marketing costs, primarily related to online advertising.

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

Marketplace GOV represents the total transactional amount of Marketplace orders placedprocessed on our online platform induring a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during that period.cancellations. During the years ended December 31, 2025, 2024, and 2023, andevent 2022,cancellations negatively impacted Marketplace GOV was negatively impacted by event$60.7 cancellations in the amount ofmillion, $95.9 million, and $43.6 million, and $80.3 million, respectively. The increase in event cancellations during the year ended December 31, 2024 was primarily due to higher concert cancellations and a full year of event cancellations from Vegas.com and Wavedash.

Marketplace orders represent the total volume of Marketplace-relatedMarketplace segment transactions placedprocessed on our online platform induring a period, net of event cancellations that occurred during that period.cancellations. During the years ended December 31, 2025, 2024, 2023, and 2022,2023, our Marketplace segment experienced 163,919, 222,472, 99,078, and 199,59599,078 event cancellations, respectively.

Resale orders represent the total volume of Resale-relatedResale segment transactions placedprocessed on a given platform (including our own) induring a period, net of event cancellations that occurred during that period.cancellations. During the years ended December 31, 2025, 2024, 2023, and 2022,2023, our Resale segment experienced 4,702, 5,286, 2,910, and 5,2052,910 event cancellations, respectively.

Adjusted EBITDA is a non-U.S. GAAP financial measure.measure Wethat we believe adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations 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,income (loss), the most directly comparable U.S. GAAP financial measure.

Marketplace GOV is a key driver of Marketplace revenue. Marketplace GOV represents the total transactional amount of Marketplace orders placedprocessed on our online platform induring a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during that period.cancellations. Marketplace GOV reflects our ability to attract and retain customers and provides insight into overall health of the industry.

Marketplace GOV can be impacted by seasonality. Typically,Historically, we experiencehave experienced slightly increased activity in the fourth quarter when all major sports leagues are in season, concert on-sales begin for the following year, and theater event orders increase during the holiday season. However, these fluctuations have recently become less predictable. Quarterly fluctuations in Marketplace GOV can result from, among other things:

Changes in eventEvent supply;

Marketplace GOV decreased by $1,188.1 million, or 31%, during the year ended December 31, 20242025 compared to the year ended December 31, 2023,2024. The decrease resulted primarily as a result offrom a decrease in theMarketplace average order size for concerts, partly due to a shift in venue mix away from stadiums.orders.

Marketplace orders represent the total volume of Marketplace-relatedMarketplace segment transactions placedprocessed on our online platform induring a period, net of event cancellations that occurred during that period.cancellations. A Marketplace order can include one or more tickets, hotel rooms, or parking passes. Marketplace segment orders allow us to monitor transaction volume and better identify trends within our Marketplace segment.

Marketplace orders increaseddecreased by 3.2 million, or 28%, during the year ended December 31, 20242025 compared to the year ended December 31, 2023,2024. The decrease resulted primarily asfrom a result of higherlower activity in our Marketplace segment, which was due in part to the year ended December 31, 2024 entirely including Marketplace-related transactions processed through Vegas.com and Wavedash.segment.

Resale orders represent the total volume of Resale-relatedResale segment transactions placedprocessed on a given platform (including our own) induring a period, net of event cancellations that occurred during that period.cancellations. A Resale order can include one or more tickets or parking passes. Resale orders allow us to monitor transaction volume and better identify trends within our Resale segment.

Resale orders increaseddecreased by less than 0.1 million, or 1%, during the year ended December 31, 20242025 compared to the year ended December 31, 2023,2024. The decrease resulted primarily asfrom a result of higherlower activity in our Resale segment.

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. Additionally, adjustedAdjusted 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 mayspecifically excludeexcludes certain recurring costs such as: income tax expense (benefit);, interest expense – net;net, depreciation and amortization;amortization, sales tax liability;liabilities, transaction costs;costs, equity-based compensation;compensation, litigation, settlements, and related costs;costs, change in fair value of warrants;the Intermediate Warrants (as defined herein), loss on asset disposals;disposals, change in fair value of derivative asset; unrealizedasset, foreign currency lossesloss (gainsgain); – net, adjustment of liabilities under the TRA;TRA, loss on extinguishment of debt, impairment charges, severance compensation, and change in fair value of contingent consideration; and loss on extinguishment of debt.consideration. 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 providespresents a reconciliation of adjusted EBITDA to net income,income (loss), the most directly comparable U.S. GAAP financial measure, for the years ended December 31, 2025, 2024, 2023, and 20222023 (in thousands):

During the years ended December 31, 2025, 2024, 2023, and 2022,2023, we accrued for salesadditional anduncollected indirect tax liabilities in jurisdictions where we werebelieved notit yetwas collectingprobable we should remit payment to U.S. and foreign governmental tax authorities before all required amounts are collected from customersthe (reducedcustomer. byWe also received abatements received and inclusiverecognized other reductions to the balance of any penalties and interest assessed by the respectiveliability jurisdictionsrelated to uncollected indirect taxes (including sales taxes).

RelatesConsists to:of (i) legal, accounting, tax, and other professional fees;fees, (ii) personnel costs related to retention bonuses;bonuses, (iii) integration costs;costs, and (iv) other transaction-related expenses.expenses, none of which are considered indicative of our core operating performance. Costs in the year ended December 31, 2025 primarily related to the February 2025 refinancing of the 2024 First Lien Loan (as defined herein), repurchases of Class A common stock, the Reverse Stock Split (as defined herein), the Corporate Simplification, and various strategic transactions and investments. Costs in the year ended December 31, 2024 primarily related to the June 2024 refinancing of the 2022 First Lien Loan with the 2024 First Lien Loan (each as defined herein), repurchases of our Class A common stock, and various strategic transactions and investments. Costs in the year ended December 31, 2023 primarily related to the 2023 Secondary Offerings (as defined herein), our acquisitions of Vegas.com and Wavedash,Wavedash and variousHoya strategicTopco’s investments.public Costs in the year ended December 31, 2022 primarily related to the refinancingofferings of the 2017 First Lien Loan (as defined herein) with the 2022 First Lien Loan, our acquisition of Vivid Picks, our exchange offering of shares of our Class A common stockstock, foras properlywell tendered public warrants, andas various strategic transactions and investments.

RelatesCosts in the year ended December 31, 2025 primarily related to equity granted by us pursuant to the 2021Incentive PlanAward Plan, which is not considered indicative of our core operating performance. Costs in the years ended December 31, 2024 and 2023 primarily related to equity granted by us pursuant to the Incentive Award Plan, as well as profits interests issued by Hoya Topco prior to the Merger Transaction, neither of which are considered indicative of our core operating performance.

Relates to external legal costs, settlement costs, and insurance recoveriesrecoveries, thatnone wereof unrelatedwhich toare considered indicative of our core businessoperating operations.performance.

Relates to assetdisposals disposals,of fixed assets, which are not considered indicative of our core operating performance.

Relates to the revaluation of derivatives recorded at fair value.value, which revaluations are not considered indicative of our core operating performance.

Relates to unrealized foreign currencynet losses (gains) resulting from the remeasurementimpact of non-operatingexchange assetsrate andchanges liabilitieson transactions denominated in non-functional currenciescurrencies, onwhich theare balancenot sheetconsidered date.indicative of our core operating performance.

GrowthAcquisition and Retention of Ticket Buyers, Sellers,Sellers and& Partners

For ticket buyers, we represent a differentiated value proposition. In addition to our compelling and easy-to-use mobile app and website: our ‘Lowest Price Guarantee’ is designed to ensure that we provide the most competitively priced tickets among our competitors; our ‘100% Buyer Guarantee’ promotes safe and secure transactions; our Vivid Seats Rewards loyalty program allows enrolled buyers to earn reward credits to spend on future orders,orders; and our in-app Game Center engages users with the opportunity to win free tickets or promotional discounts.

For ticket sellers, we offer a variety of products and services designed to help their businesses thrive. In particular, Skybox, our industry-leading ERPenterprise resource planning tool, allows ticket sellers to seamlessly manage their operations. Built on years of transactional and engagement data, Skybox includes tools for inventory management, pricing, and order fulfillment across ticket marketplaces.

The following table summarizes our Marketplace Gross Order Value (“Marketplace GOV”), revenues, net loss, and adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):

During the three and six months ended MarchJune 31,30, 2026, we continued to incur compensation expenses related to severance-related payments made to terminated employees as a result of a reduction in employee headcount in connection with the cost reduction program and the departure of certain members of our leadership team.

The following table summarizes our key business metrics and non-U.S. GAAP financial measure for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):

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 six months ended MarchJune 31,30, 2026 and 2025,2026, event cancellations negatively impacted Marketplace GOV by $9.0$16.4 million and $15.5$25.4 million, respectively, compared to $20.3 million and $35.8 million during the three and six months ended June 30, 2025, respectively.

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 six months ended MarchJune 31,30, 2026 and 2025,2026, our Marketplace segment experienced 29,43430,767 and 42,35360,201 event cancellations, respectively, compared to 47,845 and 90,198 event cancellations during the three and six months ended June 30, 2025, respectively.

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 six months ended MarchJune 31,30, 2026 and 2025,2026, our Resale segment experienced 467605 and 8851,072 event cancellations, respectively, compared to 1,276 and 2,161 event cancellations during the three and six months ended June 30, 2025, respectively.

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 results of operations and serves as a useful measure for making period-to-period comparisons of our business performance.measure. See the “Adjusted EBITDA” section below for more information, including a reconciliation of adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure.

Marketplace orders decreased by 0.60.3 million, or 25%,16%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by 0.9 million, or 21%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from lower activity in our Marketplace segment.

Resale orders decreased by less than 0.1 million, or 22%,13%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by less than 0.1 million, or 18%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from lower activity in our Resale segment.

WeAdjusted present adjusted EBITDA, whichEBITDA is a non-U.S. GAAP financial measure,measure because itthat is a key measure used by analysts, investors,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.

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; loss on asset disposals; change in fair value of derivative asset; foreign currency loss (gain) – net; severance compensation; change in fair value of the Intermediate Warrants; and loss on extinguishment of debt.debt; adjustment of liabilities under the TRA; and impairment charges. 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 loss, the most directly comparable U.S. GAAP financial measure, for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands):

During the three and six months ended MarchJune 31,30, 2026 and 2025, we accrued for additional uncollected indirect tax liabilities in jurisdictions where we believed it was probable we should 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).

Consists of legal, accounting, tax, and other professional fees, integration costs, and other transaction-related expenses, none of which are considered indicative of our cofrecore operating performance. Costs in the three and six months ended MarchJune 31,30, 2026 primarily related to various strategic transactions and investments. Costs in three and six months ended MarchJune 31,30, 2025 primarily related to potential strategic transactions that were explored during the period, the February 2025 refinancing of the 2024 First Lien Loan (as defined herein), repurchases of Class A common stock, and various strategic transactions and investments.

Relates to equity incentive awards granted byto usour employees, directors, and consultants pursuant to our 2021 Incentive Award Plan,Plan (as amended, the “Incentive Award Plan”) and shares of Class A common stock purchased by our employees pursuant to our 2021 Employee Stock Purchase Plan, neither of which is notare considered indicative of our core operating performance.

Relates to external legal costs, settlement costs, and insurance recoveries,recoveries nonerelated ofto whichcertain non-ordinary course legal and regulatory matters that are not considered indicative of our core operating performance.

Relates to the revaluation of the Intermediate Warrants, which revaluations are not considered indicative of our core operating performance (the Intermediate Warrants were amended in October 2025 as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Recent Developments–Corporate Simplification” section of this Report).

During the threesix months ended MarchJune 31,30, 2026, there were no material changes to the “Key Factors Affecting Our Performance” discussed in our 2025 Form 10-K. Our financial position and results of operations depend to a significant extent on those factors.

Comparison of the Three and Six Months Ended MarchJune 31,30, 2026 and 2025

The following table presents our results of operations for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

The following table presents total revenues by segment for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

Total revenues decreased by $38.2$13.7 million, or 23%,10%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $51.9 million, or 17%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from a decrease in Marketplace revenues.

The following table presents Marketplace revenues by event category for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

Marketplace cancellation charges, which generally have a negative impact on Marketplace revenues, represented a reduction to Marketplace revenues of $5.1$4.6 million and $5.3$9.7 million during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to a reduction to Marketplace revenues of $4.2 million and $9.5 million during the three and six months ended June 30, 2025, respectively. The decreaseincreases resulted primarily from lower payment-related chargeback activity primarily due to a decrease in Marketplace orders and fewer event cancellations in our Marketplace segment, partly offset by lower Marketplace revenues recognized from customer credit breakage.breakage, partly offset by lower payment-related chargeback activity due to a decrease in Marketplace orders.

The following table presents Marketplace revenues by business model for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

The decrease in both Owned Properties and Private Label Offering revenues during the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025 resulted primarily from a decrease in Marketplace orders,orders asand, wellin asthe case of Private Label Offering revenues, the loss of a significant Private Label Offering distribution partner.

We also earn Marketplace revenues in the form of referral fees charged to third-party insurance providers in exchange for offering event insurance to ticket buyers. Marketplace revenues earned from referral fees were $3.5$3.4 million and $5.9$6.9 million during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to $4.5 million and $10.3 million during the three and six months ended June 30, 2025, respectively. The decreasedecreases resulted primarily from a decrease in Marketplace orders and a decline in the insurance attachment rate to orders.

Resale revenues decreased by $2.0$3.2 million, or 7%,11%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $5.2 million, or 9%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from a decrease in Resale orders.

Resale cancellation charges, which generally have a negative impact on Resale revenues, represented a reduction to Resale revenues of $0.3$0.5 million and $0.5$0.8 million during the three and six months ended MarchJune 31,30, 20262026, respectively, compared to a reduction to Resale revenues of $0.7 million and $1.2 million during the three and six months ended June 30, 2025, respectively. The decreasedecreases resulted primarily from a decrease in Resale orders.

The following table presents total cost of revenues by segment for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

Total cost of revenues decreased by $5.3$3.8 million, or 12%,9%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $9.1 million, or 10%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from a decrease in MarketplaceResale cost of revenues.

Marketplace cost of revenues decreased by $4.4$0.7 million, or 21%,4%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $5.1 million, or 13%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease,decreases, which waswere primarily due to a decrease in Marketplace orders, waswere relatively consistent with the 25%4% decreaseand 16% decreases in Marketplace GOV during the same period.respective periods.

Resale cost of revenues decreased by $0.9$3.1 million, or 4%,13%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $4.0 million, or 8%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease,decreases, which waswere primarily due to a decrease in Resale orders, waswere notrelatively consistent with the 7%11% decreaseand 9% decreases in Resale revenues during the same period,respective primarily due to lower margins for certain Resale event categories.periods.

The following table presents total marketing and selling expenses, which relate entirely to our Marketplace segment, by advertising category for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

Total marketing and selling expenses decreased by $14.2$1.0 million, or 22%,2%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $15.2 million, or 13%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. TheMarketing decreaseand wasselling notexpenses largely relate to Owned Properties, and the decreases were relatively consistent with the 27%4% decreaseand 12% decreases in MarketplaceOwned Properties revenues during the same period,respective primarily due to higher investment intensity in digital performance marketing channels.periods.

Offline advertising costs decreased by $1.9$2.9 million, or 39%,55%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $4.8 million, or 48%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from lower spending in traditional brand marketing channels.

The following table presents total contribution margin by segment for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

Total contribution margin decreased by $18.7$8.9 million, or 34%,19%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $27.6 million, or 27%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from a decrease in Marketplace contribution margin.

Marketplace contribution margin decreased by $17.7$8.8 million, or 36%,21%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $26.4 million, or 29%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from a decrease in Marketplace orders and higher investment intensity in digital performance marketing channels.revenues.

Resale contribution margin decreased by $1.1$0.1 million, or 16%,2%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease resulted2025, primarily fromas a result of a lower Resale order volume. Resale contribution margin decreased by $1.2 million, or 10%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, driven by a decrease in Resale orders and lowerreduced margins for certain Resale event categories.

The following table presents total general and administrative expenses by category for the three and six months ended MarchJune 31,30, 2026 and 2025 (in thousands, except percentages):

Total general and administrative expenses decreased by $15.0$13.7 million, or 31%,30%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $28.6 million, or 30%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from a decrease in personnel expenses due to lower equity-based compensation expenses as well as a reduction in employee headcount as part of our strategic cost reduction program, for which we incurred general and administrative expenses of less than $0.1 million and $0.2 million related to severance compensation during the three and six months ended MarchJune 31,30, 2026.2026, respectively.

Personnel expenses decreased by $11.5$13.2 million, or 35%,39%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $24.8 million, or 37%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from a decrease in equity-based compensation expenses and other personnel cost savings associated with the reduction in employee headcount under our strategic cost reduction program, for which we incurred personnel expenses of less than $0.1 million and $0.2 million related to severance compensation during the three and six months ended MarchJune 31,30, 2026.2026, respectively.

Non-income tax expense increaseddecreased by $1.9$0.4 million, or 131%,42%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease resulted primarily from a decrease in the amount of value-added taxes owed in jurisdictions where we believed it was probable we should remit payment to U.S. and foreign governmental tax authorities before all required amounts are collected from the customer. Non-income tax expense increased by $1.5 million, or 320%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase resulted primarily from accruing for additional uncollected indirect tax liabilities in jurisdictions where we believed it was probable we should remit payment to U.S. and foreign governmental tax authorities before all required amounts are collected from the customer.

Other general and administrative expenses decreased by $5.3less than $0.1 million, or 33%,0%, during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025 and decreased by $5.4 million, or 19%, during the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decreasedecreases resulted primarily from a decrease in professional service fees.