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Impairments - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Impairment of definite-lived intangible assets	$ 115,872
Impairment charges	377,100	$ 377,100
Goodwill - net	$ 943,119	$ 947,359	$ 715,258

- Definition

Amount, after accumulated impairment loss, of asset representing future economic benefit arising from other asset acquired in business combination or from joint venture formation or both, that is not individually identified and separately recognized.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Prepaid Expenses and Other Current Assets - Additional Information (Details) $ in Millions	12 Months Ended
	Dec. 31, 2024 USD ($)
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Change in recovery of future customer compensation	$ 5.4

Background, Description of Business and basis of presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 18, 2021	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Cash and cash equivalents		$ 243,482	$ 125,484
Merger Transaction fees	$ 54,300
Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	29,431,260
Class B Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares	118,200,000
$10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 10
$15 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 15
Dollar Ten and Fifteen Exercise Warrants[Member] \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 15
Horizon Sponsor LLC
Defined Benefit Plan Disclosure [Line Items]
Cash and cash equivalents	$ 293,200
Stock issued during period, values	475,200
Repayments of debt	482,400
Acquisition of noncontrolling interests from Business Transaction	$ 18,700			$ 15,500
Horizon Sponsor LLC \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock Issued During Period, Shares, New Issues	47,517,173
Horizon Sponsor LLC \| $10 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock Issued During Period, Shares, New Issues	50,000
Stock value issued for exercise of warrants		17,000,000
Warrant exercise price per share	$ 10	$ 10
Horizon Sponsor LLC \| $15 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		17,000,000
Warrant exercise price per share		$ 15
Horizon Sponsor LLC \| Private Warrants [Member] \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 11.5
Hoya Intermediate, LLC
Defined Benefit Plan Disclosure [Line Items]
Redemption of preferred units	$ 236,000
Stock value issued for exercise of warrants	1,000,000
Warrant exercise price per share	$ 10
Hoya Intermediate, LLC \| Maximum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	15
Hoya Intermediate, LLC \| Minimum
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share	$ 10
Hoya Intermediate, LLC \| $10 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		10
Hoya Intermediate, LLC \| $15 Exercise Warrants
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		15
Hoya Intermediate, LLC \| $15 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Warrant exercise price per share		$ 15
Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	18,132,776
Warrant exercise price per share	$ 11.5
Warrants \| Class B Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	6,000,000
Warrant exercise price per share	$ 0.001
Warrants \| Horizon Sponsor LLC
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants		5,166,666
Warrants \| Horizon Sponsor LLC \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock issued during period, shares		18,132,776
Warrants \| Horizon Sponsor LLC \| $10 Exercise Warrants \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	17,000,000
Warrants \| Horizon Sponsor LLC \| Dollar Ten and Fifteen Exercise Warrants[Member] \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	17,000,000
Warrants \| Horizon Sponsor LLC \| Private Warrants [Member] \| Class A Common Stock
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	6,519,791
Warrants \| Hoya Intermediate, LLC
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 10
Warrants \| Hoya Intermediate, LLC \| Common Units
Defined Benefit Plan Disclosure [Line Items]
Stock value issued for exercise of warrants	3,000,000
Warrant exercise price per share	$ 15

Consolidated Statements of Comprehensive Income - Subsidiaries [Member] - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Net income	$ 14,302	$ 113,141	$ 70,779
Other comprehensive income (loss):
Foreign currency translation adjustment	(2,672)	1,152	0
Unrealized gain on Note	119	196	0
Total other comprehensive income (loss)	(2,553)	1,348	0
Comprehensive income	11,749	114,489	70,779
Net income attributable to redeemable noncontrolling interests	4,877	38,605	42,117
Foreign currency translation adjustment attributable to redeemable noncontrolling interests	(970)	511	0
Unrealized gain on Note attributable to redeemable noncontrolling interests	44	90	0
Total other comprehensive income (loss) attributable to redeemable noncontrolling interests	(926)	601	0
Comprehensive income attributable to Class A common stockholders	$ 7,798	$ 75,283	$ 28,662

Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt

13. Long-Term Debt – Net

The following table summarizes our long-term debt, net of unamortized debt issuance costs and current maturities as of December 31, 2024 and 2023 (in thousands):


	December 31,			December 31,
	2024			2023
2022 First Lien Loan	$	—		$	270,188
Shoko Chukin Bank Loan		—			2,954
2024 First Lien Loan		393,025			—
Outstanding debt		393,025			273,142
Less: unamortized debt issuance costs		(4,115	)		(4,577	)
Long-term debt		388,910			268,565
Less: current maturities of long-term debt		(3,950	)		(3,933	)
Long-term debt – net	$	384,960		$	264,632

2017 Term Loans

In June 2017, we entered into a $575.0 million first lien debt facility comprising a $50.0 million revolving credit facility and a $525.0 million term loan (the “2017 First Lien Loan”), and a second lien credit facility comprising a $185.0 million second lien term loan (the “2017 Second Lien Loan” and, together with the 2017 First Lien Loan, the “2017 Term Loans”). In July 2018, we amended the 2017 First Lien Loan to upsize the committed amount by $115.0 million.

In October 2019, we repaid the 2017 Second Lien Loan in its entirety. The revolving credit facility component of the first lien debt facility was retired in May 2020. In October 2021, we made an early principal payment related to the 2017 First Lien Loan of $148.2 million in connection with, and using the proceeds from, the Merger Transaction and the PIPE Financing.

On February 3, 2022, we repaid $190.7 million of the 2017 First Lien Loan and refinanced the remaining balance with a new $275.0 million term loan (as discussed in the “2022 First Lien Loan” section below).

2022 First Lien Loan

On February 3, 2022, we amended the June 2017 First Lien Loan to refinance the remaining balance with a new $275.0 million term loan (the “2022 First Lien Loan”), which had an original maturity date of February 3, 2029, and added a $100.0 million revolving credit facility (the “Revolving Facility”) with a maturity date of February 3, 2027.

The terms of the 2022 First Lien Loan specified a secured overnight financing rate (“SOFR”)-based floating interest rate and contain a springing financial covenant that requires compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels. All obligations under the 2022 First Lien Loan were unconditionally guaranteed by Hoya Intermediate and substantially all of Hoya Intermediate’s existing and future direct and indirect wholly owned domestic subsidiaries (collectively, the “Guarantors”). The 2022 First Lien Loan required quarterly amortization payments of $0.7 million. The Revolving Facility does not require periodic payments. All obligations under the 2022 First Lien Loan were secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our and the Guarantors’ assets. The 2022 First Lien Loan carried an interest rate of SOFR (subject to a 0.5% floor) plus a margin of 3.25%. The effective interest rate on the 2022 First Lien Loan was 9.05% per annum at December 31, 2023.

The 2022 First Lien Loan was held by third-party financial institutions and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. Because the fair value was estimated using quoted prices that were directly observable in the marketplace, it was estimated on a Level 2 basis. At December 31, 2023, the fair value of the 2022 First Lien Loan approximated its carrying value.

We were subject to certain reporting and compliance-related covenants to remain in good standing under the 2022 First Lien Loan. These covenants, among other things, limited our ability to incur additional indebtedness and, in certain circumstances, to enter into transactions with affiliates, create liens, merge or consolidate, and make certain

payments. Non-compliance with these covenants and failure to remedy could have resulted in the acceleration of the loans or foreclosure on the collateral. As of December 31, 2023, we were in compliance with all debt covenants related to the 2022 First Lien Loan and had no outstanding borrowings under the Revolving Facility.

During the year ended December 31, 2022, we recognized an expense of $4.3 million for losses incurred in relation to the refinancing of the 2017 First Lien Loan with the 2022 First Lien Loan, which is recorded in Loss on extinguishment of debt in the Consolidated Statements of Operations.

On June 14, 2024, we refinanced the remaining $269.5 million balance of the 2022 First Lien Loan with a new $395.0 million term loan (as discussed in the “2024 First Lien Loan” section below).

Shoko Chukin Bank Loan

In connection with the Wavedash Acquisition, we assumed the Shoko Chukin Bank Loan of JPY 458.3 million (approximately $3.1 million), which had an original maturity date of June 24, 2026 and was subject to a fixed interest rate of 1.27% per annum.

The Shoko Chukin Bank Loan was held by third-party financial institutions and was carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. Because the fair value was estimated using quoted prices that are directly observable in the marketplace, it was estimated on a Level 2 basis. At December 31, 2023, the fair value of the Shoko Chukin Bank Loan approximated its carrying value.

On April 4, 2024, we paid off the Shoko Chukin Bank Loan balance in its entirety.

2024 First Lien Loan

On June 14, 2024, we amended the 2022 First Lien Loan to refinance the remaining balance with a new $395.0 million term loan (the “2024 First Lien Loan”), which has a maturity date of February 3, 2029. The Revolving Facility was not impacted by the refinancing of the 2022 First Lien Loan with the 2024 First Lien Loan.

The terms of the 2024 First Lien Loan specify a SOFR-based floating interest rate and contain a springing financial covenant that requires compliance with a first lien net leverage ratio when revolver borrowings exceed certain levels. All obligations under the 2024 Lien Loan are unconditionally guaranteed by the Guarantors. The 2024 First Lien Loan requires quarterly amortization payments of $1.0 million. All obligations under the 2024 First Lien Loan are secured, subject to permitted liens and other exceptions, by first-priority perfected security interests in substantially all of our and the Guarantors’ assets. The 2024 First Lien Loan carries an interest rate of SOFR (subject to a 0.5% floor) plus a margin of 3.00%; provided that such margin may be reduced to 2.75% if the corporate rating assigned to us by Moody’s Investors Service, Inc. and S&P Global Ratings is at least Ba3/BB- (in each case, stable or better). The effective interest rate on the 2024 First Lien Loan was 7.89% per annum at December 31, 2024.

The 2024 First Lien Loan is held by third-party financial institutions and is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. Because the fair value was estimated using quoted prices that are directly observable in the marketplace, it is estimated on a Level 2 basis. At December 31, 2024, the fair value of the 2024 First Lien Loan approximated its carrying value.

We are subject to certain reporting and compliance-related covenants to remain in good standing under the 2024 First Lien Loan. These covenants, among other things, limit our ability to incur additional indebtedness and, in certain circumstances, to enter into transactions with affiliates, create liens, merge or consolidate, and make certain payments. Non-compliance with these covenants and failure to remedy could result in the acceleration of the loans or foreclosure on the collateral. As of December 31, 2024, we were in compliance with all debt covenants related to the 2024 First Lien Loan and had no outstanding borrowings under the Revolving Facility.

The refinancing of the 2022 First Lien Loan with the 2024 First Lien Loan was accounted for as a debt modification (the “First Lien Loan Modification”). During the year ended December 31, 2024, we recognized an expense of $1.7 million for third-party fees incurred in relation to the First Lien Loan Modification, which is recorded in Other income – net in the Consolidated Statements of Operations.

On February 5, 2025, we amended the 2024 First Lien Loan to reprice all $393.0 million of the then-outstanding balance. See Note 23, Subsequent Events, for more information.

Future Maturities of Outstanding Debt

The following table summarizes the future maturities of our outstanding debt, which entirely consists of the 2024 First Lien Loan, as of December 31, 2024 (in thousands):


	2024 First Lien Loan
2025	$	3,950
2026		3,950
2027		3,950
2028		3,950
2029		377,225
Future maturities of outstanding debt	$	393,025

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
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-Topic 470
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+ Details

Subsequent Events

12 Months Ended

Dec. 31, 2024

Subsequent Event [Line Items]

SUBSEQUENT EVENTS

23. Subsequent Events

On February 5, 2025, we amended the 2024 First Lien Loan to reprice all $393.0 million of the then-outstanding balance, reducing the applicable interest thereon to SOFR (subject to a 0.5% floor) plus a margin of 2.25%; provided that such margin may be reduced to 2.00% if the corporate rating assigned to us by Moody’s Investors Service, Inc. and S&P Global Ratings is at least Ba3/BB- (in each case, stable or better). The amendment did not materially change any of the other terms and conditions of the 2024 First Lien Loan; accordingly, except as set forth in the preceding sentence, the repriced 2024 First Lien Loan has the same material terms (including with respect to maturity, prepayment, security, covenants and events of default) as described under “2024 First Lien Loan” in Note 13, Long-Term Debt – Net.

Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Customer credits redeemed	$ 18.5	$ 15.1	$ 24.3
Reduction in Estimated Rate of Future Cancellations	6.4	2.8
Revenue from breakage	12.2	20.6	11.5
Increase and decrease in revenue	$ 1.1	$ 0.1	$ 2.3

Leases - Lease Related Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Right-of-use assets - net	$ 12,008	$ 9,826
Current operating lease liabilities included in Accrued expenses and other current liabilities	1,973	2,059
Long-term lease liabilities	18,731	16,215
Present value of lease liabilities	$ 20,704	$ 18,274
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Liabilities, Current	Liabilities, Current

Investments - Financial instruments measured at fair value (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2024	Dec. 31, 2023
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Total unrealized gains (losses)		$ 100	$ 200
Note \| Level 3
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Balance beginning	$ 2,411	2,868
Accretion of discount	23	116
Interest paid-in-kind	238	501
Recognized in net income	0	0
Recognized in other comprehensive income (loss)	196	119
Total unrealized gains (losses)	196	119
Balance Closing	2,868	3,604	2,868
Warrants \| Level 3
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items]
Balance beginning	3,589	4,125
Accretion of discount	0	0
Interest paid-in-kind	0	0
Recognized in net income	536	(800)
Recognized in other comprehensive income (loss)	0	0
Total unrealized gains (losses)	536	(800)
Balance Closing	$ 4,125	$ 3,325	$ 4,125

Business Acquisition (Tables)

12 Months Ended

Dec. 31, 2024

VDC Holdco, LLC [Member]

Business Acquisition [Line Items]

Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed

The following table summarizes the final allocation (described in further detail below) of the purchase price amongst Vegas.com’s tangible and intangible assets and liabilities as of the Vegas.com Acquisition Date (in thousands):


Cash and cash equivalents	$	1,868
Accounts receivable		2,469
Prepaid expenses and other current assets		2,175
Property and equipment		264
Intangible assets		130,549
Goodwill		185,276
Right-of-use assets		779
Other assets		449
Accounts payable		(34,589	)
Accrued expenses and other current liabilities		(11,291	)
Deferred revenue		(1,864	)
Long-term lease liabilities		(69	)
Deferred tax liability		(27,721	)
Purchase price	$	248,295

Schedule of Components of Intangible Assets Acquired

The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the Vegas.com Acquisition Date:


	Cost		Estimated Useful Life
Trade name	$	43,669	Indefinite
Supplier relationships		37,160	4 years
Customer relationships		27,590	3 years
Acquired developed technology		22,130	4 years
Acquired intangible assets	$	130,549

Schedule of Unaudited Pro forma Financial Information

The following table summarizes, on an unaudited pro forma basis, the condensed consolidated results of our operations for the years ended December 31, 2023 and 2022, assuming the Vegas.com Acquisition had occurred on January 1, 2022 (in thousands):


	Years Ended December 31,
	2023		2022
Revenues	$	797,879	$	688,629
Income before income taxes		79,007		74,026

WD Holdings Co. [Member]

Business Acquisition [Line Items]

Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed

The following table summarizes the final allocation (described in further detail below) of the purchase price amongst Wavedash’s tangible and intangible assets and liabilities as of the Wavedash Acquisition Date (in thousands):


Cash and cash equivalents	$	18,390
Accounts receivable		2,182
Inventory		49
Prepaid expenses and other current assets		259
Property and equipment		67
Right-of-use assets		1,927
Other assets		675
Intangible assets		31,846
Goodwill		45,351
Accounts payable		(7,427	)
Accrued expenses and other current liabilities		(3,901	)
Current maturities of long-term debt		(566	)
Long-term debt		(2,546	)
Other liabilities		(11,981	)
Purchase price	$	74,325

Schedule of Components of Intangible Assets Acquired

The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the Wavedash Acquisition Date:


	Cost		Estimated Useful Life
Trade name	$	2,173	Indefinite
Supplier relationships		19,963	5 years
Customer relationships		5,500	4 years
Acquired developed technology		4,210	3 years
Acquired intangible assets	$	31,846

Debt - Summary of our long-term debt, net of unamortized debt issuance costs and current maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Long-Term Debt	$ 393,025	$ 273,142
Shoko Chukin Bank Loan	0	2,954
Less: unamortized debt issuance costs	(4,115)	(4,577)
Long-term debt	388,910	268,565
Less: current maturities of long-term debt	(3,950)	(3,933)
Long-term debt, net	384,960	264,632
2022 First Lien Loan
Debt Instrument [Line Items]
Long-Term Debt	0	270,188
2024 First Lien Loan
Debt Instrument [Line Items]
Long-Term Debt	$ 393,025	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Goodwill and Intangible Assets - Schedule of definite-lived intangible assets and weighted average remaining life (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Line Items]
Definite-lived intangible assets	$ 189,919	$ 156,005
Foreign currency translation adjustment, Definite-lived Intangible Assets	(1,891)	1,315
Accumulated amortization	(67,208)	(25,484)
Foreign currency translation adjustment, Accumulated amortization	357	(97)
Foreign currency translation adjustment, Indefinite-lived Intangible Assets	(133)	96
Intangible assets - net	233,116	241,155
Trademarks [Member]
Goodwill [Line Items]
Indefinite-lived Intangible Assets	110,538	110,538
Supplier Relationships [Member]
Goodwill [Line Items]
Definite-lived intangible assets	57,123	57,123
Accumulated amortization	$ (16,048)	$ (2,881)
Weighted Average Remaining Life (in years)	3 years 1 month 6 days	4 years 1 month 6 days
Customer Relationships [Member]
Goodwill [Line Items]
Definite-lived intangible assets	$ 34,620	$ 34,620
Accumulated amortization	$ (14,053)	$ (3,522)
Weighted Average Remaining Life (in years)	2 years	3 years
Acquired Developed Technology [Member]
Goodwill [Line Items]
Definite-lived intangible assets	$ 29,240	$ 29,240
Accumulated amortization	$ (10,025)	$ (2,551)
Weighted Average Remaining Life (in years)	2 years 7 months 6 days	3 years 7 months 6 days
Capitalized Development Costs [Member]
Goodwill [Line Items]
Definite-lived intangible assets	$ 46,293	$ 28,912
Accumulated amortization	$ (27,325)	$ (16,433)
Weighted Average Remaining Life (in years)	1 year 7 months 6 days	1 year 6 months
Capitalized Development Costs - Work In Progress [Member]
Goodwill [Line Items]
Definite-lived intangible assets	$ 6,839	$ 4,795
Acquired Domain Name [Member]
Goodwill [Line Items]
Definite-lived intangible assets	17,348
Accumulated amortization	$ (88)
Weighted Average Remaining Life (in years)	15 years 4 months 24 days
Seat Images [Member]
Goodwill [Line Items]
Definite-lived intangible assets	$ 347
Accumulated amortization	$ (26)
Weighted Average Remaining Life (in years)	3 years

Prepaid Expenses and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at December 31, 2024 and 2023 (in thousands):


	December 31,		December 31,
	2024		2023
Recovery of future customer compensation	$	20,335	$	25,750
Prepaid expenses		7,388		8,218
Other current assets		4,884		93
Prepaid expenses and other current assets	$	32,607	$	34,061

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Restricted Cash

Restricted cash includes cash and cash equivalents that are restricted through legal contracts or regulations, including funds reserved for Vivid Picks users, and letters of credit required by certain vendors.

Foreign Currency Translation

Our reporting currency is the U.S. dollar. Assets and liabilities of foreign operations denominated in local currencies are translated at the spot rate in effect at the applicable reporting date. Revenues and expenses of foreign operations are translated at the weighted average rate of exchange during the applicable period. The resulting cumulative foreign currency translation adjustment is recorded in the Consolidated Balance Sheets as a component of Accumulated other comprehensive income (loss) within Shareholders' equity. Unrealized foreign currency gains and losses generated by transactions denominated in a currency different from the functional currency of the applicable entity are recorded in Other income – net in the Consolidated Statements of Operations in the period in which they occur.

Issued Accounting Standards Not Yet Adopted

Income Taxes

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendments are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments will be effective for annual reporting periods beginning after December 15, 2024. We are currently evaluating the impact of adopting the amendments, which are expected to result in enhanced disclosures, on our future consolidated financial statements.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU 2024-03, Income Statement Reporting—Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. The standard update improves the disclosures about a public business entity’s expenses by requiring more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, and amortization) included within income statement expense captions. The amendments will be effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The amendments are to be applied prospectively with the option for retrospective application. We are currently evaluating the impact of adopting the amendments on our future consolidated financial statements.

Vivid Seats Inc

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Use of Estimates

We use estimates and assumptions in the preparation of our consolidated financial statements in accordance with U.S. GAAP. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual financial results could differ significantly from these estimates. The significant estimates underlying our consolidated financial statements include: the accrual for future customer compensation and the related recovery of our future customer compensation asset; breakage rates related to customer credits; usage assumptions for our rewards loyalty program (the “Vivid Seats Rewards Program”); inventory valuation; valuation of equity-based compensation; valuation of certain financial instruments; valuation of acquired intangible assets and goodwill; valuation of earnouts issued in connection with our acquisitions of Betcha Sports, Inc. (“Betcha,” which we rebranded as “Vivid Picks”); useful life of definite-lived intangible assets and other long-lived assets; recoverability of goodwill, indefinite-lived intangible assets, definite-lived intangible assets and long-lived assets; income taxes and valuation allowances.

Hoya Intermediate, LLC

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments purchased with original maturities of three months or less. Our cash and cash equivalents consist primarily of domestic and foreign bank accounts, interest-bearing deposit accounts and money market accounts managed by third-party financial institutions. Cash and cash equivalents are valued by us based on quoted prices in an active market, which represent a Level 1 measurement within the fair value hierarchy.

Cash and cash equivalents held in bank accounts may exceed the Federal Deposit Insurance Corporation insurance limits. To reduce credit risk, we monitor the credit standing of the financial institutions that hold our cash and cash equivalents. However, balances could be impacted in the future if the underlying financial institutions fail. As of December 31, 2024 and 2023, we have not experienced any loss or lack of access to our cash and cash equivalents.

Business Combinations

We account for business combinations using the acquisition method. Under this method, the purchase price of an acquisition is allocated to the acquired tangible and identifiable intangible assets and assumed liabilities based on their estimated fair values at the time of the acquisition. This allocation involves a number of assumptions, estimates, and judgments that could materially affect the timing or amounts recognized in our consolidated financial statements. As a result, we may record adjustments to the fair values of assets acquired and liabilities assumed within the measurement period (up to one year from the acquisition date) with the corresponding offset to goodwill. Critical estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer and buyer relationships, trade names, acquired developed technology and discount rates.

Acquisition-related costs, including advisory, legal, accounting, valuation, and other similar costs, are expensed in the periods in which they are incurred. The results of operations of acquired businesses are included in our consolidated financial statements from the acquisition date.

Accounts Receivable - Net

Accounts Receivable – Net

Accounts receivable consist primarily of uncollateralized payment processor obligations due under normal trade terms typically requiring payment within three business days, amounts due from marketplace sellers and distribution partners for canceled events and commissions due from insurance purchased by ticket buyers. Credit risk with respect to accounts receivable from payment processing entities is limited due to the consolidation of those receivables with large financial institutions and the frequency with which the receivables turn over. Accounts receivable balances are stated net of allowance for credit losses and bad debt expense is presented as a reduction of Revenues in the Consolidated Statements of Operations.

Inventory - Net

Inventory – Net

Inventory consists primarily of tickets to live events purchased by our Resale segment. All inventory is valued at the lower of cost or net realizable value, determined by the specific identification method. A provision is recorded to adjust inventory to its estimated realizable value when inventory is determined to be in excess of anticipated demand. During the years ended December 31, 2024, 2023, and 2022, we incurred inventory write-downs of $7.0 million, $4.7 million, and $5.0 million, respectively, which are recorded in Cost of revenues in the Consolidated Statements of Operations.

Property and Equipment - Net

Property and Equipment – Net

Property and equipment are stated at cost, net of depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives:


Asset Class		Estimated Useful Life
Computer equipment		5 years
Purchased software		3 years
Furniture and fixtures		7 years

Leasehold improvements are amortized over the shorter of the term of the lease or the improvements’ estimated useful lives.

Leases

We determine if an arrangement is or contains a lease at inception and classify each lease as operating or financing. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we use the incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets and rent expense for these short-term leases is recorded in General and administrative expenses in the Consolidated Statements of Operations on a straight-line basis over the lease term. We have applied the practical expedient which allows us to not separate lease and non-lease components for all leases.

Goodwill - Net and Intangible Assets - Net

Goodwill – Net and Intangible Assets – Net

Goodwill represents the excess purchase price over the fair value of the net assets acquired. Intangible assets other than goodwill primarily consists of customer and supplier relationships, acquired developed technology, capitalized development costs, and trademarks.

We evaluate goodwill and our indefinite-lived intangible assets for impairment annually on October 31 or more frequently if events or changes in circumstances indicate the carrying value may not be recoverable. We have the option to assess goodwill and our indefinite-lived intangible assets for impairment by first performing a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit or the indefinite-lived intangible assets is less than its carrying value. If it is determined that the reporting unit’s or the indefinite-lived intangible assets’ fair value is more-likely-than-not less than its carrying value, or if we do not elect the option to perform an initial qualitative assessment, we perform a quantitative assessment of the reporting unit’s or the indefinite-lived intangible assets’ fair value. If the fair value of the reporting unit or the indefinite-lived intangible assets is in excess of its carrying value, the related goodwill or the indefinite-lived intangible assets are not impaired. If the fair value of the reporting unit is less than the carrying value, we recognize an impairment equal to the difference between the carrying value of the reporting unit and its fair value, not to exceed the carrying value of goodwill. If the fair value of the indefinite-lived intangible assets is less than the carrying value, we recognize an impairment equal to the difference. No impairment triggering events to our goodwill and indefinite-lived intangible assets were identified during the years ended December 31, 2024, 2023, and 2022.

We review our definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. If circumstances require a definite-lived intangible asset or its asset group to be held and used be tested for possible impairment, we first compare the undiscounted cash flows expected to be generated by that definite-lived intangible asset or asset group to the corresponding carrying amount. If the carrying amount of the definite-lived intangible asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds fair value. No impairment triggering events to our definite-lived intangible assets were identified during the years ended December 31, 2024, 2023, and 2022.

Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives:


Asset Class		Estimated Useful Life
Supplier relationships		4-5 years
Customer relationships		2-5 years
Acquired developed technology		3-5 years
Capitalized development costs		3 years
Acquired domain name		15 years
Seat images		3 years

Capitalized Development Costs and Cloud Computing Arrangements Implementation Costs

We incur costs related to internal-use software and website development. Costs incurred in both the preliminary project and post-implementation stages of development are expensed as incurred. Qualifying development costs, including those incurred for upgrades and enhancements that result in additional functionality to existing software, are capitalized. Capitalized development costs are recorded in Intangible assets – net in the Consolidated Balance Sheets and are amortized using the straight-line method over the three-year useful life of the applicable software. The accompanying amortization is recorded in Depreciation and amortization in the Consolidated Statements of Operations.

Accounts Payable

Accounts payable primarily consists of amounts due to ticket sellers across our platform. These amounts are recorded at the time the Marketplace orders are confirmed and are payable following the event, or as otherwise agreed upon.

Accrued Customers Credits

Accrued Customer Credits

We may issue credits to customers for cancelled events or travel services that can be applied to future purchases on our marketplace. The amount recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets represents the balance of credits issued to these customers. Breakage income from customer credits that are not expected to be used, and are not subject to escheatment, is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used. We estimate breakage based on historical usage trends for credits issued by us and available data on comparable programs. These estimates could be impacted by changes in credit usage rates, or in the determination of which credits are subject to escheatment, the effects of which could be material to our consolidated financial statements. When customer credits are used to make a purchase, revenue is recognized for the new transaction.

Accrued Future Customer Compensation

Provisions for accrued future customer compensation are included in Accrued expenses and other current liabilities in the Consolidated Balance Sheets and represent compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. The expected recoveries of these obligations are recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets. These provisions, which are based on historic experience, revenue volumes for future events, and management’s estimate of the likelihood of future event cancellations, are recognized as a component of Revenues in the Consolidated Statements of Operations. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material to our consolidated financial statements.

Income Taxes

Hoya Intermediate is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. As a partnership, Hoya Intermediate’s taxable income was passed through to and included in the taxable income of its members, including VSI, for periods following the Merger Transaction.

Following the Merger Transaction, our legal parent entity is VSI. We are subject to income taxes at the U.S. federal, state, and local levels for income tax purposes, including with respect to our allocable share of any taxable income of Hoya Intermediate. Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences on differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. Deferred tax assets are reduced by a valuation allowance when it is more-likely-than not that some portion or all of the deferred tax assets will not be realized. The realization of the deferred tax assets is dependent on the amount of our future taxable income.

We recognize interest and penalties related to underpayment of income taxes in Income tax expense (benefit) in the Consolidated Statements of Operations. To date, the interest or penalties incurred related to income taxes have not been material.

Tax Receivable Agreement

In connection with the Merger Transaction, we entered into a Tax Receivable Agreement (the “TRA”) with the existing Hoya Intermediate unitholders that provides for our payment to such unitholders of 85% of the amount of any tax savings that we realize (or, under certain circumstances, are deemed to realize) as a result of, or attributable to, (i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchanges of Intermediate Units, (ii) existing tax basis (including depreciation and amortization deductions arising from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate and its subsidiaries, and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to us making payments under the TRA.

Long-Term Debt - Net

Long-Term Debt – Net

Long-term debt is carried at the outstanding principal balance, less debt issuance costs and any unamortized discount or premium. Deferred borrowing costs and discounts are amortized over the terms of the respective borrowings using the effective interest method and are recorded in Interest expense – net in the Consolidated Statements of Operations. Upon the repayment of our term debt in 2022, we expensed all applicable prepayment penalties and wrote-off all unamortized borrowing costs and discounts, both of which are recorded in Loss on extinguishment of debt in the Consolidated Statements of Operations.

Fair Value of Financial Instruments

Fair Value Measurements

We measure certain assets and liabilities at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements (“ASC 820”), which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

•

Level 1 — Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 — Measurements that include other inputs that are directly or indirectly observable in the marketplace.

•

Level 3 — Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment.

Our assets and liabilities measured at fair value on a recurring basis are presented in Note 11, Investments, Note 13, Long-Term Debt – Net, and Note 15, Financial Instruments. Our non-financial assets, such as Goodwill – Net, Intangible assets – Net, and various long-lived assets, which are measured at fair value on a nonrecurring basis, utilizing Level 3 inputs, are presented in Note 10, Goodwill – Net and Intangible Assets – Net. Other financial instruments, including Accounts receivable – Net and Accounts payable, are carried at cost, which approximates their fair value because of the short-term nature of these instruments. We did not have any transfers of financial instruments between valuation levels during the years ended December 31, 2024, 2023, and 2022.

Warrants

In connection with the Merger Transaction, we issued several types of warrants. We separately evaluate the terms for each of these outstanding warrants in accordance with ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC Topic 815, Derivatives and Hedging (“ASC 815”), to determine the appropriate classification and accounting treatment. The Public Warrants, the Private Warrants and the Exercise Warrants meet the criteria to be

classified as equity instruments. Because the Intermediate Warrants are exercisable for Intermediate Units, which allow for a potential cash redemption at the discretion of the unitholder, they are recorded in Other liabilities in the Consolidated Balance Sheets. The warrant liability is subject to a fair value remeasurement each period with an offsetting adjustment recorded in Other income – net in the Consolidated Statements of Operations.

Redeemable noncontrolling interests

Redeemable Noncontrolling Interests

VSI holds a 63.4% interest in Hoya Intermediate, with the remainder held by Hoya Topco. Hoya Topco’s interest in Hoya Intermediate represents a redeemable noncontrolling interest. At its discretion, Hoya Topco has the right to exchange its Intermediate Units for shares of Class A common stock on a one-to-one basis or for cash proceeds of equal value at the time of redemption. See Note 16, Redeemable Noncontrolling Interests, for additional detail on Hoya Topco’s right to exchange its Intermediate Units.

As the redeemable noncontrolling interests are redeemable upon the occurrence of an event that is not solely within our control, we classify them as temporary equity. Our redeemable noncontrolling interests were initially measured at Hoya Topco’s share in the net assets of Hoya Intermediate upon consummation of the Merger Transaction. Subsequent remeasurements of our redeemable noncontrolling interests are recorded as a deemed dividend each reporting period, which reduces Retained earnings, if any, or Additional paid-in capital in the Consolidated Balance Sheets. Remeasurements of our redeemable noncontrolling interests are based on the fair value of the Class A common stock.

Equity-Based Compensation

We account for restricted stock units (“RSUs”) and stock options at their grant date fair value. We award RSUs to our employees, directors, and certain consultants. We award stock options to certain of our employees and consultants. We account for forfeitures of outstanding but unvested grants in the period they occur. The awards are subject to the recipient’s continued service through the applicable vesting date. The grant-date fair value of stock options is estimated using an option pricing model, which requires us to make assumptions and judgments about the variables used in the calculation, related to the expected term, volatility of our common stock, risk-free interest rate, and dividend yield. Expenses related to grants of equity-based awards are recognized as equity-based compensation and are recorded in General and administrative expenses in the Consolidated Statements of Operations.

Prior to the Merger Transaction, certain members of management received profits interests in Hoya Topco and phantom units in a cash bonus pool funded by Hoya Topco. Under ASC 480 and ASC Topic 718, Compensation – Stock Compensation, the grants of profits interests meet the criteria to be recognized as equity-classified awards, whereas the grants of phantom units meet the criteria to be recognized as liability-classified awards.

For the profits interests and phantom units, we used a market-based approach to determine the total equity value of Hoya Topco and allocated the resulting value between share classes using the Black-Scholes model to determine the grant date fair value of employee grants. The exercise prices used are based on various scenarios considering the waterfall payout structure of the units that exists at the Hoya Topco level. For phantom units with service and performance conditions, we recognize a liability for the fair value of the outstanding units only when we conclude it is probable that the performance condition will be achieved.

On June 10, 2024, the Board of Managers of Hoya Topco (the “Hoya Topco Board”) approved the redemption, repurchase and cancellation by Hoya Topco (using Hoya Topco’s funds) of all of its outstanding profits interests held by our employees (including the Class B-1, Class D, and Class E Units discussed elsewhere in this Annual Report on Form 10-K). Accordingly, we recognized equity-based compensation expense related to the profits interests of $4.6 million for the year ended December 31, 2024. See Note 21, Equity-Based Compensation, for more detail.

equity-based compensation expense related to the phantom units of $5.0 million for the year ended December 31, 2024. There was no equity-based compensation expense previously recognized related to the phantom units.

Hoya Topco had no outstanding profits interests or phantom units held by our employees, and we had no unrecognized equity-based compensation expense related thereto, as of December 31, 2024.

Revenue Recognition

We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606“). We report revenue on a gross or net basis based on our assessment of whether we are acting as a principal or agent in the transaction. Revenue is reported net of sales taxes. The timing of revenue recognition, and the determination of whether we are acting as a principal or an agent in a transaction, is based on the evaluation of control over the asset being transferred.

Marketplace Segment

We act as an intermediary between buyers, sellers, and partners in our online platform. Revenue primarily consists of service and delivery fees and is reduced by incentives provided to buyers.

Our performance obligation for marketplace transactions is facilitating the transaction between buyers, sellers, and partners. For live event tickets, our performance obligation is satisfied at the time the order is confirmed, as control of the ticket, and the related rights of ownership, transfer to the buyer at that time. For hotels and tours, our performance obligation is satisfied at the time of check-in, as the buyer is unable to control the asset until that point. In all of these transactions, we act as an agent as we do not control the asset prior to facilitating the transfer to the buyer.

Payment from the ticket buyer is generally due at the time of sale. Our sales terms generally provide that we will compensate the ticket buyer for the total amount of the purchase if an event is cancelled, the ticket is invalid or the ticket is delivered after the promised time. In certain circumstances for travel reservations, we may allow buyers to initiate returns or cancel. We have determined this is considered a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. The revenue reversal is reflected within Accrued expenses and other current liabilities in the Consolidated Balance Sheets when the buyer has yet to be compensated. We estimate the customer compensation liability, and corresponding charge against revenue, using the expected value method, which best predicts customer compensation for future cancellations. To the extent we estimate that a portion of the refund is recoverable from ticket sellers or partners, we record the recovery as revenue to align with the net presentation of the original transaction. In extreme circumstances, such as the COVID-related shutdowns during 2020, the timing of event cancellations vs. new sales transactions can result in customer compensation costs exceeding current period sales resulting in negative Marketplace revenue for that period.

In certain instances, ticket buyers are compensated with credit to be used on future purchases. When a credit is redeemed, revenue is recognized for the newly placed order. Breakage income from customer credits that are not expected to be used, and not subject to escheatment, is estimated and recognized as revenue in proportion to the pattern of redemption for the customer credits that are used.

We also earn referral commissions on purchases of third-party insurance services by ticket buyers at the time of sale of the associated ticket on the Marketplace platform. Referral commissions are recognized as revenue when the ticket buyer makes a purchase from the third-party insurance provider during customer checkout. Payment from the third-party provider is due to us within 30 days from being invoiced. This revenue is included within all categories of Marketplace disaggregated revenue described in Note 4, Revenue Recognition.

In addition, we earn revenue from online display advertising, which revenue is recognized when an advertisement is displayed as that is when we have fulfilled our obligation.

The revenue we earn from our Vivid Picks daily fantasy sports offering is the difference between cash entry fees collected and cash amounts paid out to users for winning picks, less customer promotions and incentives.

Resale Segment

We sell tickets we own on secondary ticket marketplaces. The Resale business has one performance obligation, which is to transfer control of a live event ticket to a ticket buyer once an order has been confirmed.

We act as a principal in these transactions as we own the ticket and therefore control the ticket prior to transferring it to the customer. Revenue is recorded on a gross basis based on the value of the ticket and is recognized when an order is confirmed in the secondary ticket marketplace. Payment from the marketplace is typically due upon delivery of the ticket or after the event has passed.

Secondary ticket marketplace terms and conditions require sellers to repay amounts received for events that are cancelled or tickets that are invalid or delivered after the promised time. We have determined that this is considered a stand-ready obligation to provide a return that is not a separate performance obligation, but is an element of variable consideration, which results in a reduction to revenue. We recognize a liability for known and estimated cancellation charges within Accrued expenses and other current liabilities in the Consolidated Balance Sheets. We estimate the future customer compensation liability, and corresponding charge against revenue, using the expected value method. To the extent we estimate that a portion of the charge is recoverable from the event host, we record the estimated recovery asset to Prepaid expenses and other current assets.

When our Resale business sells a ticket on our own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues.

Deferred Revenue

Deferred revenue consists of fees received related to unsatisfied performance obligations at the end of the period. The majority of unsatisfied performance obligations are related to the Vivid Seats Rewards Program, which allows enrolled Vivid Seats ticket buyers to earn stamps for each ticket purchased. These buyers can convert those stamps into credits upon reaching certain thresholds and then redeem those credits on future transactions. The credits earned in the program represent a material right to the ticket buyer and constitute an additional performance obligation for us. As such, we defer revenue based on expected future usage and recognize the Deferred revenue as credits are redeemed.

Deferred revenue also consists of service fees on hotel and tour transactions where check-in has not yet occurred. In addition, revenue from sales of contingent events, such as postseason sporting events, is initially recorded as Deferred revenue in the Consolidated Balance Sheets and is recognized when the contingency is resolved.

Sales and Indirect Taxes

Sales and indirect taxes are imposed by country, state, county, and city governmental authorities. In most jurisdictions, we collect sales and indirect taxes from ticket buyers in our Marketplace segment where required and remit to the appropriate governmental agency. For these jurisdictions where we collect and remit taxes, they are recorded as a liability until remitted and there is no impact on the Consolidated Statements of Operations as revenues are recorded net of sales taxes. We also remit sales and indirect taxes on certain Resale segment transactions. Sales and indirect taxes that are recorded in General and administrative expenses in the Consolidated Statements of Operations represent estimated liabilities for jurisdictions for which we are not yet collecting and remitting taxes.

Advertising Costs

We utilize various forms of advertising, including paid search, brand partnerships, e-mail marketing and other forms of media. Advertising costs, which are expensed as incurred and recorded in Marketing and selling expenses in the Consolidated Statements of Operations, were $284.7 million, $273.5 million, and $247.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Shipping and Handling

Shipping and handling charges to customers are included in Revenues in the Consolidated Statements of Operations. Shipping and handling costs incurred by us are treated as fulfillment activities, and as such are included in Cost of revenues in the Consolidated Statements of Operations. These costs are accrued upon the recognition of revenue.

Recent Accounting Pronouncements

As an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, we are provided the option to comply with new or revised accounting guidance within the same time periods as those applicable to either public or non-public companies, including early adoption when permissible. The following provides a brief description of recent accounting pronouncements that could have a material effect on our consolidated financial statements:

Financial Instruments Credit Losses

Financial Instruments – Credit Losses

In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which changes how entities will measure credit losses for financial assets and certain other instruments that are not measured at fair value through net income. The new expected credit loss impairment model requires immediate recognition of estimated credit losses expected to occur. Additional disclosures are required regarding assumptions, models, and methods for estimating the credit losses. ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, deferred the effective date for non-public companies. The standard is effective for non-public companies for fiscal years beginning after December 15, 2022. We adopted these requirements as of January 1, 2023 with no material impact on our consolidated financial statements.

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, as modified in January 2021. The ASU is intended to help stakeholders during the global market-wide reference rate transition period. The new guidance provides optional expedients and exceptions for applying U.S GAAP to contract modifications and hedging relationships, subject to meeting certain criteria, that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued. The guidance also establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. We adopted these requirements as of January 1, 2023 with no material impact on our consolidated financial statements.

Acquired Contract Assets and Contract Liabilities

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, as if it had originated the contracts. Under the previous guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU allows for immediate adoption on a retrospective basis for all business combinations that have occurred since the beginning of the annual period that includes the interim period of adoption. We elected to adopt these requirements during the three months ended December 31, 2023 with no material impact on our consolidated financial statements.

Segment Reporting - Improvements to Reportable Segment Disclosures

Segment Reporting – Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We adopted these requirements during the year ended December 31,

2024 with no material impact on our consolidated financial statements, other than the impact of the required changes to our Segment Reporting Note. See Note 5, Segment Reporting, for more information.

Prepaid Expenses and Other Current Assets

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Prepaid Expenses and Other Current Assets

7. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following at December 31, 2024 and 2023 (in thousands):


	December 31,		December 31,
	2024		2023
Recovery of future customer compensation	$	20,335	$	25,750
Prepaid expenses		7,388		8,218
Other current assets		4,884		93
Prepaid expenses and other current assets	$	32,607	$	34,061

Recovery of future customer compensation represents expected recoveries of compensation to be paid to customers for event cancellations or other service issues related to previously recorded sales transactions. Recovery of future customer compensation costs decreased by $5.4 million at December 31, 2024 compared to December 31, 2023, primarily due to a decrease in estimated future cancellations driven by lower sales volumes for future events. A related provision for expected compensation to customers is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Business Acquisition - Schedule of Components of Intangible Assets Acquired (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
VDC Holdco, LLC [Member]
Business Acquisition [Line Items]
Intangible assets	$ 130,549
VDC Holdco, LLC [Member] \| Trade Names [Member]
Business Acquisition [Line Items]
Intangible assets	43,669
VDC Holdco, LLC [Member] \| Supplier Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 37,160
Estimated useful life	4 years
VDC Holdco, LLC [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 27,590
Estimated useful life	3 years
VDC Holdco, LLC [Member] \| Acquired Developed Technology [Member]
Business Acquisition [Line Items]
Intangible assets	$ 22,130
Estimated useful life	4 years
WD Holdings Co. [Member]
Business Acquisition [Line Items]
Intangible assets	$ 31,846
WD Holdings Co. [Member] \| Trade Names [Member]
Business Acquisition [Line Items]
Intangible assets	2,173
WD Holdings Co. [Member] \| Supplier Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 19,963
Estimated useful life	5 years
WD Holdings Co. [Member] \| Customer Relationships [Member]
Business Acquisition [Line Items]
Intangible assets	$ 5,500
Estimated useful life	4 years
WD Holdings Co. [Member] \| Acquired Developed Technology [Member]
Business Acquisition [Line Items]
Intangible assets	$ 4,210
Estimated useful life	3 years

Financial Instruments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Dec. 07, 2023	Jul. 05, 2022	Oct. 18, 2021	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	May 26, 2022
Debt Securities, Available-for-Sale [Line Items]
Fair value of option contingent warrants				$ 1,600
Derivative Warrant Liabilities				Other liabilities
Derivative warrant liability				$ 20,400
Change in fair value of warrants				$ (4,044)	$ (971)	$ (8,227)
Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant expiration period				10 years
$10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 10
Class A Warrants				17,000,000
Hoya Intermediate Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants				1,000,000
Warrant exercise price per share				$ 10
Class A Warrants				4,000,000
Fair value of option contingent warrants				$ 4,000	1,000	8,200
Hoya Topco, LLC
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants	2,000,000
Fair value of option contingent warrants	$ 1,100
Hoya Topco, LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 10
Hoya Topco, LLC \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant to purchase shares issue				15
Hoya Topco, LLC \| Hoya Intermediate Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants				3,000,000
Warrant exercise price per share				$ 15
Option Contingent Warrants [Member] \| Hoya Intermediate Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants				1,000,000
Warrant exercise price per share				$ 15
Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Interest expense – net				$ 23,172	$ 13,505	$ 12,858
Number of securities called by warrants			1,000,000
Warrant exercise price per share			$ 10
Warrant to purchase shares issue				17,000,000
Hoya Intermediate, LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 10
Class A Warrants				2,000,000
Hoya Intermediate, LLC \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 15
Class A Warrants				2,000,000
Hoya Intermediate, LLC \| Maximum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share			15
Hoya Intermediate, LLC \| Minimum
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share			$ 10
Mirror Warrant [Member]
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 11.5
Class A Warrants				13,286,644
Warrant to purchase shares issue				24,652,557
Tendered warrants				11,365,913
Warrant issued				2,727,785
Mirror Warrant [Member] \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 10
Class A Warrants				17,000,000
Mirror Warrant [Member] \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 15
Class A Warrants				17,000,000
Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrants exercisable period				30 days
Warrant expiration period				5 years
Warrants \| Horizon Sponsor LLC
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants				5,166,666
Warrants \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants			3,000,000
Warrant exercise price per share			$ 10
Private Warrants
Debt Securities, Available-for-Sale [Line Items]
Class A Warrants				6,519,791
Class A Common Stock
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares			29,431,260
Class A Common Stock \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 15
Class A Warrants				17,000,000
Class A Common Stock \| Horizon Sponsor LLC \| Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Class A Warrants				34,000,000
Class A Common Stock \| Horizon Sponsor LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants				17,000,000
Warrant exercise price per share			$ 10	$ 10
Class A Common Stock \| Horizon Sponsor LLC \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants				17,000,000
Warrant exercise price per share				$ 15
Class A Common Stock \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Warrant to purchase shares issue				17,000,000
Class A Common Stock \| Hoya Intermediate, LLC \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 15
Class A Common Stock \| Mirror Warrant [Member]
Debt Securities, Available-for-Sale [Line Items]
Class A Warrants				47,286,644
Class A Common Stock \| Mirror Warrant [Member] \| $15 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant to purchase shares issue				15
Class A Common Stock \| Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants			18,132,776
Warrant exercise price per share			$ 11.5
Class A Warrants		6,766,853		6,766,853
Value of Common Stock Exceeded				$ 18
Redemption price per share for warrant				$ 0.01
Number of Trading Days				20 days
Class A Common Stock \| Warrants \| Class A Public Warrants
Debt Securities, Available-for-Sale [Line Items]
Warrant exercise price per share				$ 11.5
Class A Warrants		11,365,913
Number of securities called by each public warrant outstanding							0.24
Tendered warrants		2,727,785
Class A Common Stock \| Warrants \| Maximum
Debt Securities, Available-for-Sale [Line Items]
Number of Trading Days				30 days
Class A Common Stock \| Warrants \| Minimum
Debt Securities, Available-for-Sale [Line Items]
Stock Price				$ 18
Class A Common Stock \| Warrants \| Horizon Sponsor LLC
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares				18,132,776
Class A Common Stock \| Warrants \| Horizon Sponsor LLC \| $10 Exercise Warrants
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants			17,000,000
Class A Common Stock \| Private Warrants \| Horizon Sponsor LLC \| Class A Private Warrants
Debt Securities, Available-for-Sale [Line Items]
Stock issued during period, shares				6,519,791
Warrant exercise price per share				$ 11.5
Common Stock Member \| Hoya Topco, LLC
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants				3,000,000
Warrant exercise price per share				$ 10
Common Stock Member \| Warrants \| Hoya Intermediate, LLC
Debt Securities, Available-for-Sale [Line Items]
Number of securities called by warrants			3,000,000
Warrant exercise price per share			$ 15

Redeemable Noncontrolling Interests (Additional Information) (Details)	12 Months Ended
	Dec. 31, 2024
Class A Common Stock
Noncontrolling Interest [Line Items]
Conversion basis	one-to-one
Class B Common Stock \| Hoya Topco L L C [Member]
Noncontrolling Interest [Line Items]
Common units ownership	100.00%
Hoya Intermediate, LLC \| Hoya Topco L L C [Member]
Noncontrolling Interest [Line Items]
Common units ownership	36.60%

Summary of Significant Accounting Policies (Tables) - Hoya Intermediate, LLC

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Schedule of Estimated Useful Life

Depreciation is computed using the straight-line method over the following estimated useful lives:


Asset Class		Estimated Useful Life
Computer equipment		5 years
Purchased software		3 years
Furniture and fixtures		7 years

Schedule of Definite-Lived Intangible Assets Amortized

Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives:


Asset Class		Estimated Useful Life
Supplier relationships		4-5 years
Customer relationships		2-5 years
Acquired developed technology		3-5 years
Capitalized development costs		3 years
Acquired domain name		15 years
Seat images		3 years

Accrued Expenses and Other Current Liabilities

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Accrued Expenses and Other Current Liabilities

12. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following at December 31, 2024 and 2023 (in thousands):


	December 31,		December 31,
	2024		2023
Accrued marketing expense	$	30,573	$	39,210
Accrued customer credits		55,785		64,318
Accrued future customer compensation		26,614		33,010
Accrued payroll		10,128		17,381
Accrued operating expenses		16,193		20,828
Other current liabilities		25,754		16,895
Accrued expenses and other current liabilities	$	165,047	$	191,642

Accrued customer credits represent credits issued and outstanding for event cancellations or other service issues related to recorded sales transactions. The accrued amount is reduced by the amount of credits estimated to go unused, or breakage, provided that the credits are not subject to escheatment. We estimate breakage based on historical usage trends and available data on comparable programs, and recognize breakage in proportion to the pattern of redemption for customer credits. Our breakage estimates could be impacted by future activity differing from our estimates, the effects of which could be material.

During the years ended December 31, 2024, 2023, and 2022, $18.5 million, $15.1 million, and $24.3 million of accrued customer credits were redeemed, respectively, and we recognized revenue from breakage of $12.2 million, $20.6 million, and $11.5 million, respectively. Breakage amounts are net of reductions in associated accounts receivable balances.

Accrued future customer compensation represents an estimate of the amount of customer compensation due from cancellation charges in the future. These provisions, which are based on historic experience, revenue volumes for future events, and management’s estimate of the likelihood of future event cancellations, are recognized as a component of Revenues in the Consolidated Statements of Operations. The expected recoveries of these obligations are recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets. This estimated accrual could be impacted by future activity differing from our estimates, the effects of which could be material. During the years ended December 31, 2024, 2023, and 2022, we recognized a net increase in revenue of $1.1 million, $0.1 million, and $2.3 million, respectively, from the reversals of previously recorded revenue and changes to accrued future customer compensation related to event cancellations where the performance obligations were satisfied in prior periods. During the years ended December 31, 2024 and 2023, accrued future customer compensation decreased by $6.4 million and increased by $2.8 million, respectively, due to a decrease in the estimated rate of future cancellations as of December 31, 2024 and an increase in the estimated rate of future cancellations as of December 31, 2023.

Background, Description of Business and basis of presentation	12 Months Ended
	Dec. 31, 2024
Vivid Seats Inc
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
BACKGROUND, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION	1. Background and Basis of Presentation Vivid Seats Inc. (“VSI”) and its subsidiaries, including Hoya Intermediate, LLC (“Hoya Intermediate”), Hoya Midco, LLC, and Vivid Seats LLC (collectively, the “Company,” “us,” “we,” and “our”), provide an online ticket marketplace that enables ticket buyers to easily discover and purchase tickets to live events and attractions and book hotel rooms and packages in the United States, Canada, and Japan. In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners within our online ticket marketplace, while enabling ticket sellers and partners to seamlessly manage their operations. In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own. We have prepared these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These consolidated financial statements include all of our accounts, including those of our consolidated subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. VSI was incorporated in Delaware on March 29, 2021 as a wholly owned subsidiary of Hoya Intermediate for the purpose of completing the transactions (collectively, the “Merger Transaction”) contemplated by the transaction agreement, dated April 21, 2021, among VSI, Horizon Acquisition Corporation, a publicly traded special purpose acquisition company (“Horizon”), Hoya Intermediate, Horizon Sponsor, LLC (“Horizon Sponsor”), and Hoya Topco, LLC (“Hoya Topco”). The Merger Transaction and PIPE Financing The Merger Transaction, which was consummated on October 18, 2021, was accounted for as a reverse recapitalization, with Hoya Intermediate treated as the accounting acquirer. Accordingly, our consolidated financial statements represent a continuation of Hoya Intermediate’s financial statements with the net assets of Hoya Intermediate stated at historical cost. In connection with the Merger Transaction, we: • issued 29,431,260 shares of Class A common stock to former shareholders of Horizon, whereby $293.2 million in cash and cash equivalents (after the payment of $18.7 million in transaction costs incurred by Horizon) of Horizon became available to VSI, and subsequently paid an additional $15.5 million in transaction costs incurred by Horizon using such cash and cash equivalents; • issued 118,200,000 shares of Class B common stock and warrants to purchase 6,000,000 shares of Class B common stock at an exercise price of $0.001 per share, which are only exercisable upon the exercise of a corresponding Intermediate Warrant (as defined below), to Hoya Topco in exchange for its outstanding Intermediate Units (as defined below); • issued to certain investors, including Horizon Sponsor, 47,517,173 shares of Class A common stock in exchange for $475.2 million in aggregate consideration, pursuant to a private investment in public equity (the “PIPE Financing”); • used the proceeds from the transactions described above to pay (i) $482.4 million towards our outstanding debt, (ii) $236.0 million to facilitate the redemption of preferred units of Hoya Intermediate and (iii) $54.3 million for transaction fees incurred in connection with the Merger Transaction; • issued to Horizon Sponsor (i) 50,000 shares of Class A common stock, (ii) warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share (the “$10 Exercise Warrants”), (iii) warrants to purchase 17,000,000 shares of Class A common stock at an exercise of $15.00 per share (the “$15 Exercise Warrants” and, together with the $10 Exercise Warrants, the “Exercise Warrants”), and (iv) warrants to purchase 6,519,791 shares of Class A common stock at an exercise price of $11.50 per share (the “Private Warrants”); and • issued to former warrant holders of Horizon (including Horizon Sponsor) warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). In connection with the Merger Transaction, Hoya Intermediate issued to Hoya Topco warrants to purchase 3,000,000 common units of Hoya Intermediate (“Intermediate Units”) at an exercise price of $10.00 per unit (the “$10 Intermediate Warrants“) and warrants to purchase 3,000,000 Intermediate Units at an exercise of $15.00 per unit (the “$15 Intermediate Warrants“ and, together with the $10 Intermediate Warrants, the “Intermediate Warrants”). A portion of the Intermediate Warrants, consisting of 1,000,000 $10 Intermediate Warrants and 1,000,000 $15 Intermediate Warrants (together, the “Option Contingent Warrants”), were issued in tandem with stock options we issued to members of our management team and would only become exercisable by Hoya Topco if such a stock option was forfeited or expired unexercised. On December 7, 2023, Hoya Topco voluntarily terminated all of the Option Contingent Warrants. Immediately following the Merger Transaction, the legacy unitholders of Hoya Intermediate owned a controlling interest in VSI through their ownership of Class B common stock. The numbers of outstanding warrants, units and shares have changed subsequent to the transactions described above. For additional details regarding the issuance of warrants in connection with the Merger Transaction, as well as amounts outstanding on December 31, 2024, see Note 15, Financial Instruments.

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2024

Hoya Intermediate, LLC

Disaggregation of Revenue [Line Items]

Schedule Of Market Place Revenues

During the years ended December 31, 2024, 2023, and 2022, Marketplace revenues by business model consisted of the following (in thousands):


	Years Ended December 31,
	2024		2023		2022
Owned Properties revenues	$	533,086	$	462,263	$	400,413
Private Label Offering revenues		114,805		135,125		110,681
Marketplace revenues	$	647,891	$	597,388	$	511,094

During the years ended December 31, 2024, 2023, and 2022, Marketplace revenues consisted of the following event categories (in thousands):


	Years Ended December 31,
	2024		2023		2022
Concert revenues	$	283,192	$	308,507	$	251,423
Sport revenues		202,220		199,837		196,467
Theater revenues		137,715		83,273		61,483
Other revenues		24,764		5,771		1,721
Marketplace revenues	$	647,891	$	597,388	$	511,094

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Schedule of changes in the carrying amount of goodwill

The following table summarizes the changes in the carrying amount of our goodwill during the years ended December 31, 2024 and 2023 (in thousands):


	Goodwill – Net
Balance at January 1, 2023	$	715,258
2023 Acquisitions (Note 3)		230,091
Foreign currency translation adjustment		2,010
Balance at December 31, 2023		947,359
Vegas.com Acquisition (Note 3)		536
Foreign currency translation adjustment		(4,776	)
Balance at December 31, 2024	$	943,119

Schedule of definite-lived intangible assets and weighted average remaining life

The following tables summarize the carrying amount and weighted average remaining life (in years, if applicable) of our intangible assets at December 31, 2024 and 2023 (in thousands):


	December 31,			Weighted Average
	2024			Remaining Life
Definite-lived intangible assets
Supplier relationships	$	57,123			3.1
Customer relationships		34,620			2.0
Acquired developed technology		29,240			2.6
Capitalized development costs		46,293			1.6
Capitalized development costs – work in progress		6,839
Acquired Domain Name		17,348			15.4
Seat images		347			3.0
Foreign currency translation adjustment		(1,891	)
Total gross book value		189,919
Less: accumulated amortization
Supplier relationships		(16,048	)
Customer relationships		(14,053	)
Acquired developed technology		(10,025	)
Capitalized development costs		(27,325	)
Acquired Domain Name		(88	)
Seat images		(26	)
Foreign currency translation adjustment		357
Total accumulated amortization		(67,208	)
Indefinite-lived intangible assets
Trademarks		110,538
Foreign currency translation adjustment		(133	)
Intangible assets – net	$	233,116


	December 31,			Weighted Average
	2023			Remaining Life
Definite-lived intangible assets
Supplier relationships	$	57,123			4.1
Customer relationships		34,620		3.0
Acquired developed technology		29,240			3.6
Capitalized development costs		28,912			1.5
Capitalized development costs – work in progress		4,795
Foreign currency translation adjustment		1,315
Total gross book value		156,005
Less: accumulated amortization
Supplier relationships		(2,881	)
Customer relationships		(3,522	)
Acquired developed technology		(2,551	)
Capitalized development costs		(16,433	)
Foreign currency translation adjustment		(97	)
Total accumulated amortization		(25,484	)
Indefinite-lived intangible assets
Trademarks		110,538
Foreign currency translation adjustment		96
Intangible assets – net	$	241,155

Summary of Estimated Future Amortization Expenses

The estimated future amortization expense related to our definite-lived intangible assets (other than work in progress capitalized development costs) at December 31, 2024 is as follows (in thousands):


	Definite-Lived Intangible Assets
2025	$	41,753
2026		36,368
2027		19,916
2028		3,202
2029		780
Thereafter		13,853
Estimated future amortization expense	$	115,872

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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+ Details

Earnings Per Share - Schedule of net loss attributable to redeemable noncontrolling interests (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Earnings Per Share [Abstract]
Net income - Hoya Intermediate	$ 13,427	$ 69,420	$ 70,794
Hoya Topco's weighted average % allocation of Hoya Intermediate's net income	36.30%	55.60%	59.50%
Net income attributable to Hoya Topco's redeemable noncontrolling interests	$ 4,877	$ 38,605	$ 42,117

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Recovery of future customer compensation	$ 20,335	$ 25,750
Prepaid expenses	7,388	8,218
Other current assets	4,884	93
Prepaid expenses and other current assets	$ 32,607	$ 34,061

Summary of Significant Accounting Policies (Additional Information) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($) Segment shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts receivable	$ 60,300	$ 68,555
Allowance for doubtful accounts	12,000	10,000
Bad deb, Write-offs	200	300	$ 4,900
Inventory write down	$ 7,000	4,700	5,000
Number of operating segments \| Segment	2
Advertisement expenses	$ 284,700	273,500	247,300
Tax benefit percent under tax receivable agreement	85.00%
Impairment Of Intangible Assets Excluding Goodwill	$ 0	0	0
Total operating lease liabilities	28,111
Goodwill - net	$ 943,119	947,359	715,258
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Lease term	12 months
Class A Common Stock
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Conversion basis	one-to-one
Hoya Intermediate, LLC \| Redeemable Noncontrolling Interests [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity Method Investment, Ownership Percentage	63.40%
Profit Interests [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity-based compensation expense	$ 4,600	3,500	$ 4,500
Phantom Share Units (PSUs) [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity-based compensation expense	5,000	$ 0
Phantom Share Units (PSUs) [Member] \| Employees
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Equity-based compensation expense	$ 0
Number of units outstanding \| shares	0

Business Acquisition

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Business Acquisition

3. Business Acquisitions

During 2023, we acquired VDC Holdco, LLC, the parent company of Vegas.com, LLC (together, “Vegas.com”), and WD Holdings Co., Ltd., the parent company of Wavedash Co., Ltd. (together, “Wavedash”). These transactions have been accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations.

Vegas.com Acquisition

On November 3, 2023 (the “Vegas.com Acquisition Date”), we acquired 100% of the outstanding shares of Vegas.com, an online ticket marketplace headquartered in Las Vegas, Nevada (the “Vegas.com Acquisition”). The purchase price was $248.3 million, consisting of $152.8 million in cash and $95.5 million in equity (for which we issued 15.6 million shares of our Class A common stock). We financed the cash portion of the purchase price at closing with cash on hand, as well as cash balances acquired. The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting.

The goodwill acquired in the Vegas.com Acquisition is not deductible for income tax purposes. The goodwill, which is included in our Marketplace segment, is primarily attributable to revenue opportunities with the Vegas.com service offerings and the assembled workforce.

During the year ended December 31, 2023, we recognized an expense of $1.9 million for direct costs incurred in relation to the Vegas.com Acquisition, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.


Cash and cash equivalents	$	1,868
Accounts receivable		2,469
Prepaid expenses and other current assets		2,175
Property and equipment		264
Intangible assets		130,549
Goodwill		185,276
Right-of-use assets		779
Other assets		449
Accounts payable		(34,589	)
Accrued expenses and other current liabilities		(11,291	)
Deferred revenue		(1,864	)
Long-term lease liabilities		(69	)
Deferred tax liability		(27,721	)
Purchase price	$	248,295

During the year ended December 31, 2024, we finalized the purchase price allocation of the Vegas.com Acquisition upon the expiration of the one-year remeasurement period that began on the Vegas.com Acquisition Date. The sole difference between the preliminary purchase price allocation and the final purchase price allocation presented above relates to a reclassification adjustment that increased the balance of Goodwill – net by $0.5 million and decreased the balance of Prepaid expenses and other current assets by $0.5 million.

The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the Vegas.com Acquisition Date:


	Cost		Estimated Useful Life
Trade name	$	43,669	Indefinite
Supplier relationships		37,160	4 years
Customer relationships		27,590	3 years
Acquired developed technology		22,130	4 years
Acquired intangible assets	$	130,549

Unaudited Pro forma Financial Information


	Years Ended December 31,
	2023		2022
Revenues	$	797,879	$	688,629
Income before income taxes		79,007		74,026

The unaudited pro forma financial information presented above is for informational purposes only and is not necessarily indicative of the actual results of operations that might have occurred had the Vegas.com Acquisition occurred on January 1, 2022, nor are they necessarily indicative of future results. The unaudited pro forma information for all periods presented above reflects the following adjustments, where applicable, assuming the Vegas.com Acquisition had occurred on January 1, 2022: (i) incremental amortization expense related to the long-lived intangible assets acquired in the Vegas.com Acquisition; (ii) reclassification of transaction costs incurred in connection to the Vegas.com Acquisition to the earliest year presented; (iii) alignment of Vegas.com’s revenue

recognition with our policies; and (iv) elimination of interest expense incurred by Vegas.com prior to the Vegas.com Acquisition.

Wavedash Acquisition

On September 8, 2023 (the “Wavedash Acquisition Date”), we acquired 100% of the outstanding shares of Wavedash, an online ticket marketplace headquartered in Tokyo, Japan (the “Wavedash Acquisition” and, together with the Vegas.com Acquisition, the “2023 Acquisitions”). The purchase price was JPY 10,946.1 million, or approximately $74.3 million based on the exchange rate in effect on the Wavedash Acquisition Date, before considering the net effect of cash acquired equal to the amount in the table below. We financed the purchase price at closing with cash on hand. The acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting.

In connection with the Wavedash Acquisition, we also assumed long-term debt owed to Shoko Chukin Bank (the “Shoko Chukin Bank Loan”) of JPY 458.3 mil (approximately $3.1 million), which had an original maturity date of June 24, 2026 and was subject to a fixed interest rate of 1.27% per annum. On April 4, 2024, we paid off the Shoko Chukin Bank Loan balance in its entirety. See Note 13, Long-Term Debt – Net, for more information.

The goodwill recognized in the Wavedash Acquisition is not deductible for income tax purposes. The goodwill, which is included in our Marketplace segment, is primarily attributable to revenue opportunities associated with Wavedash’s service offerings and assembled workforce.

During the year ended December 31, 2023, we recognized an expense of $2.7 million for direct costs incurred in relation to the Wavedash Acquisition, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.


Cash and cash equivalents	$	18,390
Accounts receivable		2,182
Inventory		49
Prepaid expenses and other current assets		259
Property and equipment		67
Right-of-use assets		1,927
Other assets		675
Intangible assets		31,846
Goodwill		45,351
Accounts payable		(7,427	)
Accrued expenses and other current liabilities		(3,901	)
Current maturities of long-term debt		(566	)
Long-term debt		(2,546	)
Other liabilities		(11,981	)
Purchase price	$	74,325

During the year ended December 31, 2024, we finalized the purchase price allocation of the Wavedash Acquisition upon the expiration of the one-year remeasurement period that began on the Wavedash Acquisition Date. There were no differences between the preliminary purchase price allocation and the final purchase price allocation presented above.

The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the Wavedash Acquisition Date:


	Cost		Estimated Useful Life
Trade name	$	2,173	Indefinite
Supplier relationships		19,963	5 years
Customer relationships		5,500	4 years
Acquired developed technology		4,210	3 years
Acquired intangible assets	$	31,846

Pro forma financial information for the Wavedash Acquisition was not considered material to our consolidated financial statements and has not been presented.

Vivid Picks Acquisition

On December 13, 2021 (the “Vivid Picks Acquisition Date“), we acquired 100% ownership of Betcha (the “Vivid Picks Acquisition” and, together with the 2023 Acquisitions, the “Acquisitions”). In August 2022, we rebranded Betcha as Vivid Picks. Vivid Picks is a real money daily fantasy sports app with social and gamification features that enhance fans’ connection with their favorite live sports. The Vivid Picks Acquisition was accounted for as an acquisition of a business in accordance with the acquisition method of accounting.

During the year ended December 31, 2022, we recognized an immaterial expense for direct costs incurred in relation to the Vivid Picks Acquisition, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.

The Vivid Picks Acquisition Date fair value of the consideration consisted of $0.8 million in cash and 2.1 million shares of Class A common stock.

The total consideration included cash earnouts of $3.4 million (the “Vivid Picks Earnouts”) as of the Vivid Picks Acquisition Date representing the estimated fair value that we would be obligated to pay if Vivid Picks met certain earnings objectives. The Vivid Picks Earnouts are measured at fair value using a Monte Carlo simulation model. The change in fair value of the Vivid Picks Earnouts is recorded in Change in fair value of contingent consideration in the Consolidated Statements of Operations. As of December 31, 2024, the estimated fair value of the Vivid Picks Earnouts was zero. For the years ended December 31, 2024, 2023, and 2022, the estimated fair value of the Vivid Picks Earnouts decreased by zero, $1.0 million, and $2.1 million, respectively. We made no payments related to the Vivid Picks Earnouts during the years ended December 31, 2024, 2023, and 2022.

In addition, the consideration included future milestone payments of $9.5 million (collectively, the “Vivid Picks Milestone Payments”) as of the Vivid Picks Acquisition Date representing the estimated fair value that we would be obligated to pay upon the achievement of certain integration objectives For the years ended December 31, 2024, 2023, and 2022, we paid Vivid Picks Milestone Payments of zero, $6.0 million, and $1.1 million, respectively. During the year ended December 31, 2022, we also issued 0.3 million shares of Class A common stock such that the total Vivid Picks Milestone Payment consisted of $1.1 million cash and 0.3 million shares of Class A common stock. As of December 31, 2023, the integration objectives were fully met and we had no further liabilities related to the Vivid Picks Milestone Payments.

As part of the Vivid Picks Acquisition, we agreed to pay cash bonuses to certain Vivid Picks employees over three years following the anniversary of the employee start date. The payouts are subject to continued service, and therefore treated as compensation and expensed.

Leases (Tables)

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Lease-Related Assets and Liabilities

The following table presents the lease-related assets and liabilities in the Consolidated Balance Sheets as of December 31, 2024 and 2023 (in thousands):


	December 31,		December 31,
	2024		2023
Right-of-use assets – net	$	12,008	$	9,826

Current operating lease liabilities included in Accrued expenses and other current liabilities	$	1,973	$	2,059
Long-term lease liabilities		18,731		16,215
Operating lease liabilities	$	20,704	$	18,274

Summarizes the weighted average minimum lease term and incremental borrowing rate

The following table summarizes the weighted average remaining minimum lease term and the weighted average incremental borrowing rate as of December 31, 2024 and 2023:


	December 31,	December 31,
	2024	2023
Weighted average remaining minimum lease term	8.2 years	8.1 years
Weighted average incremental borrowing rate	8.5%	7.4%

Future lease payments

The following table summarizes the present value of our operating lease liabilities as of December 31, 2024 (in thousands):


	Operating Leases
2025	$	3,483
2026		3,627
2027		3,453
2028		3,240
2029		3,311
Thereafter		10,997
Total future lease payments		28,111
Less: imputed interest		(7,407	)
Present value of lease liabilities	$	20,704

Debt (Additional Information) (Details) $ in Thousands, ¥ in Millions						1 Months Ended	12 Months Ended
	Feb. 05, 2025 USD ($)	Jun. 14, 2024 USD ($)	Apr. 04, 2024 JPY (¥)	Feb. 03, 2022 USD ($)	Oct. 28, 2019	Jun. 30, 2017 USD ($)	Dec. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Apr. 04, 2024 USD ($)	Oct. 18, 2021 USD ($)	Jul. 31, 2018 USD ($)
Line of Credit Facility [Line Items]
Debt Instrument, Maturity Date			Jun. 24, 2026
Term loan							$ 384,960	$ 264,632
Amortization of Debt Issuance Costs							988	924	$ 1,052
Loss on extinguishment of debt							$ 0	$ 0	(4,285)
Maximum
Line of Credit Facility [Line Items]
Term loan										$ 3,100
Merger Transaction
Line of Credit Facility [Line Items]
Loan Principal Payments											$ 148,200
SOFR
Line of Credit Facility [Line Items]
Effective interest rate							3.25%
2017 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit						$ 575,000
Line of Credit Up-sized												$ 115,000
Repayments of debt				$ 190,700
Revolving Facility						50,000
2017 Second Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit						185,000
Debt Instrument, Redemption Period, End Date					Oct. 28, 2019
2017 Second Lien Loan \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Long-Term Line of Credit						$ 525,000
2022 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit				$ 275,000
Repayments of debt		$ 269,500
Debt Instrument, Maturity Date				Feb. 03, 2029
Fees expense									$ 4,300
Amortization of Debt Issuance Costs							$ 700
Effective interest rate								9.05%
2022 First Lien Loan \| SOFR
Line of Credit Facility [Line Items]
Floor Rate							0.50%
2022 First Lien Loan \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Outstanding Borrowings								$ 0
Revolving Facility				$ 100,000
2024 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit		395,000
June 2024 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit		$ 395,000
Debt Instrument, Maturity Date		Feb. 03, 2029
Fees expense							$ 1,700
Amortization of Debt Issuance Costs							1,000
June 2024 First Lien Loan \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Outstanding Borrowings							$ 0
Subsequent Event \| 2024 First Lien Loan
Line of Credit Facility [Line Items]
Long-Term Line of Credit	$ 393,000
Reduced of effective interest rate	2.00%
Effective interest rate	2.25%
Wavedashs Long Term Debt
Line of Credit Facility [Line Items]
Term loan			¥ 458.3							$ 458,300
Debt Interest Rate			1.27%							1.27%
Moody Investors Service Inc \| SOFR
Line of Credit Facility [Line Items]
Effective interest rate							3.00%
Moody Investors Service Inc \| June 2024 First Lien Loan
Line of Credit Facility [Line Items]
Reduced of effective interest rate							2.75%
Effective interest rate							7.89%
Moody Investors Service Inc \| June 2024 First Lien Loan \| SOFR
Line of Credit Facility [Line Items]
Floor Rate							0.50%

Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands								1 Months Ended	12 Months Ended
	Dec. 07, 2023	Jun. 14, 2023	Mar. 10, 2023	Nov. 11, 2022	Mar. 11, 2022	Nov. 02, 2021	Oct. 19, 2021	Oct. 31, 2021	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Oct. 18, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Capitalized development costs									$ 800	$ 400	$ 100
Weighted-average grant-date fair value per share, stock options outstanding									$ 8.11	$ 8.02	$ 12.09
Fair value of each affected stock									$ 1,600
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, exercise price, decrease						$ 12.86
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, exercise price, decrease						0.23
Directors \| Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Option Exercise Price						$ 13.09
Special dividend per share												$ 0.23
Consultants [Member] \| Tranche Three
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted										400
Consultants [Member] \| Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted										200
Consultants [Member] \| Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted										300
Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted										3,601
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense									31,000	$ 14,300	$ 8,400
Unrecognized compensation expense									$ 51,300
Awards granted in period									11,376	2,775
Weighted-Average Grant Date Fair Value Per Share, Forfeited									$ 7.41	$ 8.81
RSUs \| Directors
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted in period									300,000	100,000	100,000
Weighted average grant date fair value									$ 5.24	$ 7.68	$ 8.85
RSUs \| Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Awards granted in period									100,000	100,000	100,000
Weighted average grant date fair value									$ 3.7	$ 7.98	$ 8.94
RSUs \| Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted									11,100,000	2,600,000	1,700,000
Weighted average grant date fair value									$ 5.3	$ 7.18	$ 10.01
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense									$ 10,700	$ 10,200	$ 6,200
Unrecognized compensation expense									$ 7,300
Compensation expense expected to be recognized									6 months
Outstanding Options, Granted		0.9	3,600,000	100,000	2,600,000
Stock Option Exercise Price			$ 7.17	$ 8.22	$ 10.26
Weighted-Average Grant Date Fair Value Per Share, Forfeited									$ 3.53	$ 0	$ 3.83
Weighted-Average Grant Date Fair Value Per Share, Cancelled										3.68
Weighted-average grant-date fair value per share, stock options outstanding									3.44	2.88	3.82
Weighted average grant date fair value			$ 3.3	$ 3.66	$ 3.99				$ 3.58	$ 3.89	$ 3.71
Stock Options \| Tranche Three
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		400,000
Stock Option Exercise Price		$ 23
Weighted average grant date fair value		$ 1.44
Stock Options \| Tranche One
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		200,000
Stock Option Exercise Price		$ 7.98
Weighted average grant date fair value		$ 3.22
Stock Options \| Tranche Two
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		300,000
Stock Option Exercise Price		$ 17
Weighted average grant date fair value		$ 1.87
Stock Options \| Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted							3,100,000
Stock Option Exercise Price							$ 13.09
Cancellation and Repricing
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Options grant in fair value									$ 6,600
Stock Option Exercise Price	$ 15							$ 12.86
Stock option granted shares	894,840
Fair value of each affected stock									100
Remaining requisite service									3,000
Cancellation and Repricing \| Class A Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, exercise price, decrease	$ 6.76
Employees [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted							1,000,000
Stock Option Exercise Price							$ 15
Profit Interests [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense									4,600	$ 3,500	$ 4,500
Phantom Share Units (PSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense									5,000	$ 0
Phantom Share Units (PSUs) [Member] \| Employees
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity-based compensation expense									$ 0

Goodwill and Intangible Assets - Schedule of changes in the carrying amount of goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Balance at January 1, 2022	$ 947,359	$ 715,258
2023 Acquisitions (Note 3)		230,091
Vegas.com Acquisition (Note 3)	536
Foreign currency translation adjustment	(4,776)	2,010
Balance at December 31, 2023	$ 943,119	$ 947,359

- Definition

+ References

+ Details

Earnings Per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Earnings Per Share

22. Earnings Per Share

We calculate basic and diluted net income per share of Class A common stock in accordance with ASC Topic 260, Earnings per Share. Because our Class B common stock does not have economic rights in VSI, it is not considered a participating security for basic and diluted net income per share, and we do not present basic and diluted net income per share of Class B common stock. However, our Class B common stockholders are allocated income in Hoya Intermediate (our operating entity) according to their weighted average percentage ownership of Intermediate Units during each quarter.

Net income attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income in each quarterly period by Hoya Topco’s weighted average percentage ownership of Intermediate Units during the period. See Note 16, Redeemable Noncontrolling Interests, for more information regarding Hoya Topco’s right to exchange its Intermediate Units.

The following table provides the net income attributable to Hoya Topco’s redeemable noncontrolling interests for the years ended December 31, 2024, 2023, and 2022 (in thousands):


	Years Ended December 31,
	2024			2023			2022
Net income—Hoya Intermediate	$	13,427		$	69,420		$	70,794
Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income		36.3	%		55.6	%		59.5	%
Net income attributable to Hoya Topco's redeemable noncontrolling interests	$	4,877		$	38,605		$	42,117

Net income attributable to Class A common stockholders–basic is calculated by subtracting the portion of Hoya Intermediate’s net income attributable to redeemable noncontrolling interests from our total net income, which includes our net income for activities outside of our investment in Hoya Intermediate, including income tax expense (benefit) for VSI’s portion of income, as well as the full results of Hoya Intermediate on a consolidated basis.

Net income per Class A common stock–diluted is based on the average number of shares of our Class A common stock used for the basic earnings per share calculation, adjusted for the weighted average number of Class A common share equivalents outstanding for the period determined using the treasury stock and if-converted methods, as applicable. Net income attributable to Class A common stockholders–diluted is adjusted for (i) our share of Hoya Intermediate’s consolidated net income after giving effect to Intermediate Units that convert into potential shares of our Class A common stock, to the extent it is dilutive, and (ii) the impact of changes in the fair value of the Intermediate Warrants, to the extent they are dilutive.

The following table sets forth the computation of basic and diluted net income per share of Class A common stock for the years ended December 31, 2023 and 2022 (in thousands, except share and per share data):


	Years Ended December 31,
	2024			2023			2022
Numerator—basic
Net income	$	14,302		$	113,141		$	70,779
Less: net income attributable to redeemable noncontrolling interests		(4,877	)		(38,605	)		(42,117	)
Net income attributable to Class A common stockholders—basic		9,425			74,536			28,662
Denominator—basic
Weighted average Class A common stock outstanding—basic		132,330,914			92,678,514			80,257,247
Net income per Class A common stock—basic	$	0.07		$	0.80		$	0.36

Numerator—diluted
Net income attributable to Class A common stockholders—basic	$	9,425		$	74,536		$	28,662
Weighted average effect of dilutive securities:
RSUs		8			79			6
Redeemable noncontrolling interests		2,310			(23,401	)		42,056
Exercise Warrants		—			—			55
Net income attributable to Class A common stockholders—diluted		11,743			51,214			70,779
Denominator—diluted
Weighted average Class A common stock outstanding—basic		132,330,914			92,678,514			80,257,247
Weighted average effect of dilutive securities:
RSUs		586,713			424,954			28,228
Redeemable noncontrolling interests		76,225,000			105,773,973			118,200,000
Exercise Warrants		—			—			258,906
Weighted average Class A common stock outstanding—diluted		209,142,627			198,877,441			198,744,381
Net income per Class A common stock—diluted	$	0.06		$	0.26		$	0.36

Potential shares of our Class A common stock are excluded from the computation of diluted net income per share of Class A common stock if their effect would have been anti-dilutive for the periods presented or if the issuance of shares is contingent upon events that did not occur by the end of the periods presented. The dilution reflected in diluted net income per share of Class A common stock during the year ended December 31, 2023 relates primarily to an assumed conversion of redeemable noncontrolling interests to shares of our Class A common stock, which would not have had a commensurate effect on net income, primarily due to the release of the valuation allowance which benefit is attributable to VSI only. The Vegas.com Acquisition and the subsequent pushdown of the acquired entity to Hoya Intermediate primarily resulted in the recognition of incremental deferred tax expense, which is recognized in Income tax expense (benefit) in the Consolidated Statements of Operations.

The following table presents potentially dilutive securities that are excluded from the computation of diluted net income per share of Class A common stock for the years ended December 31, 2024, 2023, and 2022 that could potentially dilute earnings per share in the future:


	Years Ended December 31,
	2024		2023		2022
RSUs		4,568,900		734,588		1,224,919
Stock options		7,401,783		8,807,848		6,300,837
Public Warrants and Private Warrants		13,286,644		13,286,644		13,286,644
Exercise Warrants		34,000,000		34,000,000		17,000,000
Intermediate Warrants		4,000,000		4,000,000		6,000,000

Segment Reporting - Schedule of Segment Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 44,238	$ 17,178	$ 7,732
Change in fair value of contingent consideration	0	(998)	(2,065)
Loss on extinguishment of debt	0	0	(4,285)
Income before income taxes	(13,427)	(69,420)	(70,794)
Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	775,586	712,879	600,274
Cost of revenues (exclusive of depreciation and amortization shown separately below)	201,854	182,184	140,508
General and administrative	202,123	159,081	127,619
Depreciation and amortization	44,238	17,178	7,732
Change in fair value of contingent consideration	0	(998)	(2,065)
Income from operations	42,225	81,338	78,105
Interest expense – net	23,172	13,505	12,858
Loss on extinguishment of debt	0	0	4,285
Income before income taxes	(9,425)	(74,536)	(28,662)
Marketplace \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	647,891	597,388	511,094
Cost of revenues (exclusive of depreciation and amortization shown separately below)	99,460	94,557	73,126
Marketing and selling expenses	285,146	274,096	248,375
Contribution Margin	263,285	228,735	189,593
Marketplace \| Subsidiaries [Member] \| Online
Segment Reporting Information [Line Items]
Marketing and selling expenses	261,188	239,335	224,872
Marketplace \| Subsidiaries [Member] \| Offline
Segment Reporting Information [Line Items]
Marketing and selling expenses	23,958	34,761	23,503
Resale \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	127,695	115,491	89,180
Cost of revenues (exclusive of depreciation and amortization shown separately below)	102,394	87,627	67,382
Marketing and selling expenses	0	0	0
Contribution Margin	25,301	27,864	21,798
Resale \| Subsidiaries [Member] \| Online
Segment Reporting Information [Line Items]
Marketing and selling expenses	0	0	0
Resale \| Subsidiaries [Member] \| Offline
Segment Reporting Information [Line Items]
Marketing and selling expenses	0	0	0
Consolidated \| Subsidiaries [Member]
Segment Reporting Information [Line Items]
Revenues	775,586	712,879	600,274
Cost of revenues (exclusive of depreciation and amortization shown separately below)	201,854	182,184	140,508
Marketing and selling expenses	285,146	274,096	248,375
Contribution Margin	288,586	256,599	211,391
General and administrative	202,123	159,081	127,619
Depreciation and amortization	44,238	17,178	7,732
Change in fair value of contingent consideration		(998)	(2,065)
Income from operations	42,225	81,338	78,105
Interest expense – net	23,172	13,505	12,858
Other (income) expenses	(3,666)	(3,109)	(8,227)
Loss on extinguishment of debt			4,285
Income before income taxes	22,719	70,942	69,189
Consolidated \| Subsidiaries [Member] \| Online
Segment Reporting Information [Line Items]
Marketing and selling expenses	261,188	239,335	224,872
Consolidated \| Subsidiaries [Member] \| Offline
Segment Reporting Information [Line Items]
Marketing and selling expenses	$ 23,958	$ 34,761	$ 23,503

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Treasury stock, shares	11,433,749	7,291,497
Common Class A [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	143,819,497	141,167,311
Common stock, shares outstanding	143,819,497	141,167,311
Common Class B [Member]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	76,225,000	76,225,000
Common stock, shares outstanding	76,225,000	76,225,000

Redeemable Noncontrolling Interests

12 Months Ended

Dec. 31, 2024

Noncontrolling Interest [Abstract]

Redeemable Noncontrolling Interests

16. Redeemable noncontrolling Interests

As of December 31, 2024, Hoya Topco held 100% of our Class B common stock and 36.6% of the Intermediate Units, representing a redeemable noncontrolling interest in VSI. At its sole discretion, Hoya Topco has the right to exchange its Intermediate Units for shares of our Class A common stock on a one-to-one basis or for cash proceeds of equal value at the time of redemption. If Hoya Topco elects the redemption to be settled in cash: (i) the cash used to settle the redemption must be funded through a private or public offering of our Class A common stock; and (ii) the redemption must be approved by our Board of Directors (our “Board”).

Net income attributable to redeemable noncontrolling interests is calculated by multiplying Hoya Intermediate’s net income incurred in the period by Hoya Topco’s weighted average percentage allocation of Intermediate Units during the period. See Note 22, Earnings per Share, for computation of net income attributable to redeemable noncontrolling interests.

Leases

12 Months Ended

Dec. 31, 2024

Leases [Abstract]

Leases

9. Leases

The following table presents the lease-related assets and liabilities in the Consolidated Balance Sheets as of December 31, 2024 and 2023 (in thousands):


	December 31,		December 31,
	2024		2023
Right-of-use assets – net	$	12,008	$	9,826

Current operating lease liabilities included in Accrued expenses and other current liabilities	$	1,973	$	2,059
Long-term lease liabilities		18,731		16,215
Operating lease liabilities	$	20,704	$	18,274

We entered into all of our lease contracts as a lessee. We are not acting as a lessor under any of our leasing arrangements. The vast majority of our lease contracts are real estate leases for office space. All of our leases are classified as operating. None of our leases contain any material residual value guarantees or restrictive covenants.

Most leases have one or more options to renew, with renewal terms that can initially extend the lease term for various periods up to five years. The exercise of renewal options is at our discretion and are included if they are reasonably certain to be exercised.

The following table summarizes the weighted average remaining minimum lease term and the weighted average incremental borrowing rate as of December 31, 2024 and 2023:


	December 31,	December 31,
	2024	2023
Weighted average remaining minimum lease term	8.2 years	8.1 years
Weighted average incremental borrowing rate	8.5%	7.4%

In December 2021, we entered into a lease agreement for our new corporate headquarters in Chicago, Illinois. The lease commenced in the first quarter of 2022 when we obtained control of the premises, and runs through December

31, 2033 with a five-year renewal option. The aggregate lease payments for the initial term were approximately $16.2 million, with no rent due until March 2024.

The lease agreement provides for a tenant improvement allowance from the landlord in an amount equal to $6.5 million towards the design and construction on the leased premises. As of December 31, 2022, we incurred leasehold improvement costs of $6.5 million related to the tenant improvement allowance. This amount is recorded in Property and equipment – net in the Consolidated Balance Sheets. On the commencement date, we recognized the ROU asset and corresponding lease liability of $3.4 million in Right-of-use assets — net and Long-term lease liabilities, respectively, in the Consolidated Balance Sheets.

In April 2024, we amended our lease agreement to provide for the expansion of our corporate headquarters. The amendment commenced in the fourth quarter of 2024 when we obtained control of the new premises, and runs through December 31, 2033 with a five-year renewal option. The aggregate lease payments for the initial term are approximately $1.5 million with no rent due until November 2025.

The lease agreement provides for a tenant improvement allowance from the landlord in an amount equal to $0.6 million towards the design and construction on the leased premises. As of December 31, 2024, we incurred leasehold improvement costs of $0.6 million related to the tenant improvement allowance. This amount is recorded in Property and equipment – net in the Consolidated Balance Sheets. On the commencement date, we recognized the ROU asset and corresponding lease liability of $0.3 million in Right-of-use assets — net and Long-term lease liabilities, respectively, in the Consolidated Balance Sheets.

Lease expense for operating leases is recognized on a straight-line basis over the lease term and is recorded in General and administrative expenses in the Consolidated Statements of Operations. Operating and variable lease expenses for the years ended December 31, 2024, 2023, and 2022 were $3.0 million, $2.0 million, and $3.6 million, respectively.

Cash payments for operating lease liabilities, which are presented as a component of cash flows from operating activities within the Consolidated Statements of Cash Flows, were $3.4 million, $1.2 million, and $3.1 million during the years ended December 31, 2024, 2023, and 2022, respectively.

The following table summarizes the present value of our operating lease liabilities as of December 31, 2024 (in thousands):


	Operating Leases
2025	$	3,483
2026		3,627
2027		3,453
2028		3,240
2029		3,311
Thereafter		10,997
Total future lease payments		28,111
Less: imputed interest		(7,407	)
Present value of lease liabilities	$	20,704

Property and Equipment - Net

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

8. Property and Equipment – Net

The following table summarizes our major classes of property and equipment, net of accumulated depreciation as of December 31, 2024 and 2023 (in thousands):


	December 31,			December 31,
	2024			2023
Computer equipment	$	3,145		$	2,792
Furniture		1,996			1,705
Leasehold improvements		8,692			7,655
Construction in progress		2,165			-
Property and equipment		15,998			12,152
Less: accumulated depreciation		(3,431	)		(1,996	)
Property and equipment – net	$	12,567		$	10,156

Depreciation expense related to property and equipment for the years ended December 31, 2024, 2023, and 2022 was $1.7 million, $1.4 million, and $0.6 million, respectively, all of which is recorded in Depreciation and amortization in the Consolidated Statements of Operations. There were no impairment charges during the years ended December 31, 2024, 2023, and 2022. In each of the years ended December 31, 2024, 2023, and 2022, we recorded an expense of $0.1 million for losses incurred on property and equipment-related asset disposals, which is recorded in General and administrative expenses in the Consolidated Statements of Operations.

Accrued Expenses and Other Current Liabilities (Tables)

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following at December 31, 2024 and 2023 (in thousands):


	December 31,		December 31,
	2024		2023
Accrued marketing expense	$	30,573	$	39,210
Accrued customer credits		55,785		64,318
Accrued future customer compensation		26,614		33,010
Accrued payroll		10,128		17,381
Accrued operating expenses		16,193		20,828
Other current liabilities		25,754		16,895
Accrued expenses and other current liabilities	$	165,047	$	191,642

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

20. Income Taxes

VSI is subject to U.S. federal and state income taxes with respect to our allocable share of any taxable income of Hoya Intermediate, as well as any stand-alone income we generate. Hoya Intermediate is organized as a limited liability company and treated as a partnership for federal and state income tax purposes. Generally, entities characterized as a partnership for federal and state income tax purposes are not subject to entity-level income taxes. Hoya Intermediate’s taxable income or loss is passed through to its members, including VSI and Hoya Topco, each

of whom are responsible for their own U.S. federal and state income taxes. Other subsidiaries of VSI are treated as corporations and will separately file and pay taxes apart from VSI in various jurisdictions, including the United States (federal, state, and local), Canada, Japan and the United Kingdom. We anticipate this structure to remain in existence for the foreseeable future.

Components of income before income taxes for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands):


	Years Ended December 31,
	2024			2023		2022
United States	$	22,838		$	68,166	$	68,416
Foreign		(119	)		2,776		773
Income before income taxes	$	22,719		$	70,942	$	69,189

During the years ended December 31, 2024, 2023, and 2022, significant components of income tax expense (benefit) were as follows (in thousands):


	Years Ended December 31,
	2024			2023			2022
State and local income tax expense	$	256		$	326		$	248
U.S. federal income tax expense		3,048			1,084			15
Foreign federal income tax expense		3,867			1,250			—
Current income tax expense		7,171			2,660			263
State and local income tax expense (benefit)		2,696			(5,572	)		—
U.S. federal income tax expense (benefit)		2,650			(38,915	)		—
Foreign federal income tax benefit		(4,100	)		(372	)		(1,853	)
Deferred income tax expense (benefit)		1,246			(44,859	)		(1,853	)
Income tax expense (benefit)	$	8,417		$	(42,199	)	$	(1,590	)

A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21% to the rate of our income tax expense (benefit) for the years ended December 31, 2024, 2023, and 2022 was as follows:


	Years Ended December 31,
	2024	2023	2022
U.S. federal statutory income tax rate	21.0%	21.0%	21.0%
State income taxes	3.1%	2.2%	1.8%
Foreign rate differential	(1.9)%	0.4%	0.1%
Redeemable noncontrolling interests	(1.9)%	(10.9)%	(12.3)%
Change in valuation allowance	(21.6)%	(131.9)%	(23.1)%
Deferred tax partnership adjustment	6.8%	30.8%	10.1%
Research and development credit	(4.6)%	(1.1)%	(0.5)%
Limitation on compensation deductions	13.1%	1.5%	—%
Equity-based compensation shortfall	6.5%	—%	—%
Tax rate change	13.1%	—%	—%
Other	3.4%	(0.1)%	0.6%
Impact of restructuring	—%	28.6%	—%
Income tax expense (benefit)	37.0%	(59.5)%	(2.3)%

As of December 31, 2024 and 2023, our deferred tax balances consisted of the following (in thousands):


	December 31,			December 31,
	2024			2023
Deferred tax assets – net
Net operating loss	$	12,487		$	11,972
Interest carryforwards		20,126			16,689
Investment in partnership		28,446			44,894
Tax Receivable Agreement		38,232			40,994
Equity-based compensation		3,797			2,665
Other		3,037			1,914
Deferred tax assets		106,125			119,128
Less: valuation allowance		(26,182	)		(32,318	)
Total deferred tax assets – net	$	79,943		$	86,810
Deferred tax liabilities
Intangible assets	$	6,779		$	9,841
Other		61			1,848
Total deferred tax liabilities	$	6,840		$	11,689
Net deferred tax asset / (liabilities)	$	73,103		$	75,121

As of December 31, 2024, our deferred tax assets were primarily the result of our investment in partnership, the TRA, net operating losses, interest limitations, and tax credit carryforwards. We recognize deferred tax assets to the extent we believe these assets are more likely than not to be realized. As of December 31, 2024, we have recorded a valuation allowance for the tax benefits of a portion of our investment in partnership deferred tax assets. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. After considering all those factors, we recorded a $26.2 million valuation allowance against our deferred tax assets, as we have determined these assets are not more likely than not to be realized as of December 31, 2024.

Excluded from the deferred tax asset for investment in partnership above is a portion of the income tax basis in the partnership investment that will only reverse upon sale as a capital loss. As we do not expect to have sufficient sources of future capital gains to offset this future capital loss, we have not disclosed a deferred tax asset for this portion of the basis difference in the investment in the partnership, nor the associated valuation allowance. We estimate that up to $10.7 million of future valuation allowance release associated with the excluded portion of the deferred tax asset and valuation allowance may result from future ownership changes. We continue to disclose the deferred tax asset associated with items expected to be recovered through ordinary business operations; however, the portion of deferred tax asset disclosed for which no ordinary tax benefit is expected due to partnership allocation rules is offset by a valuation allowance.

The following table summarizes the changes in the carrying amount of our deferred tax asset valuation allowance in 2024, 2023, and 2022 (in thousands):


	2024			2023			2022
Valuation allowance at beginning of year	$	32,318		$	118,734		$	145,668
Prior period adjustments(1)		—			(14,536	)		(6,154	)
Credited to costs and expenses		(4,897	)		(72,968	)		(15,961	)
Charged (credited) to other accounts		(1,239	)		1,088			(4,819	)
Valuation allowance at end of year	$	26,182		$	32,318		$	118,734

(1) In 2022, this adjustment relates to a true-up of the investment in partnership deferred tax asset and related valuation allowance which has been updated to remove partnership tax basis that we expect will only reverse upon sale as a capital loss. In 2023, there was an adjustment to the investment in partnership and net operating

loss deferred tax assets and related valuation allowance. These adjustments had no net impact to our income tax benefit in either period.

As of December 31, 2022, a full valuation allowance was maintained against our U.S. deferred tax assets on the basis of our reassessment of the amount of the deferred tax assets that are more likely than not to be realized. As of each reporting date we consider new evidence, both positive and negative, that could affect our view of the future realization of deferred tax assets. During the year ended December 31, 2023, in part because in the current year we entered into a cumulative income position in the U.S. federal tax jurisdiction, we determined that there is sufficient positive evidence to conclude that it is more likely than not that deferred tax assets of $31.3 million associated with our investment in partnership, U.S. net operating losses, interest limitations, and tax credit carryforwards are realizable. We therefore reduced the valuation allowance accordingly. As of December 31, 2024, after reassessing the realizability of our deferred tax assets, we reduced the valuation allowance by $6.1 million.

As of December 31, 2022, we determined that there was sufficient positive evidence to conclude that it is more likely than not that our Canadian deferred taxes of $1.9 million are realizable. We therefore reduced the valuation allowance accordingly.

At December 31, 2024, we had U.S. state operating loss carryforwards totaling $33.9 million and U.S. federal operating loss carryforwards totaling $44.5 million. Certain of the U.S. federal and state operating loss carryforwards begin to expire in 2029 with the remainder of the federal and state net operating loss carryforwards having no expiration date. Certain tax attributes remain subject to an annual limitation under Section 382 of the Internal Revenue Code of 1986 as a result of the historical acquisitions.

At December 31, 2024, with respect to our operations outside the United States, we had foreign operating loss carryforwards totaling $3.7 million, which begin to expire in 2037.

At December 31, 2024, we were not indefinitely reinvested on undistributed earnings from our foreign operations and the deferred tax liability associated with the future repatriation of these earnings is immaterial.

ASC Topic 740, Income Taxes, prescribes a recognition threshold of more-likely-than not to be sustained upon examination as it relates to the accounting for uncertainty in income tax benefits recognized in an enterprise’s financial statements. The following table summarizes the changes in the carrying amount of our unrecognized benefits related to a tax refund in 2024, 2023, and 2022 (in thousands):


	2024		2023		2022
Unrecognized tax benefits at beginning of year	$	7,500	$	7,500	$	—
Tax positions taken in the prior year		—		—		7,500
Unrecognized tax benefits at end of year	$	7,500	$	7,500	$	7,500

Interest and penalties associated with income taxes are recorded in Income tax expense (benefit) in the Consolidated Statements of Operations. A liability of $1.4 million has been recognized related to interest and penalties as of December 31, 2024, $0.8 million of which was accrued during the year ended December 31, 2024 2024. The total amount of gross unrecognized tax benefits that, if recognized, would impact the effective tax rate is $7.5 million as of December 31, 2024. Due to the expiration of the applicable statute of limitations, it is reasonably possible that our gross unrecognized tax benefits may decrease by $7.5 million within the next 12 months.

We are subject to routine audits by taxing jurisdictions. The periods subject to tax audits are 2020 through 2024. There are currently no audits for any tax periods in progress.

Tax Receivable Agreement

In connection with the Merger Transaction, we entered into the TRA with the existing Hoya Intermediate unitholders that provides for our payment to such unitholders of 85% of the amount of any tax savings that we realize (or, under certain circumstances, are deemed to realize) as a result of, or attributable to, (i) increases in the tax basis of assets owned directly or indirectly by Hoya Intermediate or its subsidiaries from, among other things, any redemptions or exchanges of Intermediate Units, (ii) existing tax basis (including depreciation and amortization deductions arising

from such tax basis) in long-lived assets owned directly or indirectly by Hoya Intermediate and its subsidiaries, and (iii) certain other tax benefits (including deductions in respect of imputed interest) related to us making payments under the TRA.

In connection with the 2023 Secondary Offerings, Hoya Topco exchanged Intermediate Units and, as a result, we recorded a liability of $165.2 million, a deferred tax asset of $75.2 million related to the 2023 Secondary Offerings and projected payments under the TRA, a decrease to additional paid-in capital of $95.8 million, and a $5.8 million income tax benefit related to valuation allowance releases on the portion of the deferred tax asset associated with the basis difference in the investment in the partnership excluded from the disclosure of deferred tax asset and valuation allowance. We also recognized an income tax benefit of $14.0 million related to the release of valuation allowances at the time of the 2023 Secondary Offerings.

In 2024, the TRA liability was remeasured and reduced by $6.0 million. The decrease was primarily due to changes in the state tax rate and our existing tax basis allocations. In connection with the remeasurement of the TRA liability, during the year ended December 31, 2024, we recorded a decrease in Deferred tax assets – net of $2.8 million and recognized $6.0 million of income, which is recorded in Other income – net in the Consolidated Statements of Operations.

TRA-related liabilities are classified as current or long-term based on the expected date of payment. As of December 31, 2024, $4.0 million is due within 12 months and is recorded as a current liability in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The remaining amount is long-term and is recorded in TRA liability in the Consolidated Balance Sheets.

Amounts payable under the TRA are contingent upon the generation of future taxable income over the term of the TRA and future changes in tax laws. If we do not generate sufficient taxable income in the aggregate over the term of the TRA to utilize the tax benefits, then we would not be required to make the related payments. As of December 31, 2024, we estimate that the tax savings associated with all tax attributes described above would aggregate to approximately $187.9 million. Under this scenario, we would be required to pay approximately 85% of such amount, or $159.7 million, primarily over the next 14 years.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Impairments - Summary of Impairment Charges (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Acquired Finite-Lived Intangible Assets [Line Items]
Impairment	$ 377,100	$ 377,100
Carrying Amount of Definite Lived Intangible Assets	115,872
Property and equipment	$ 3,431	$ 1,996

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

GOODWILL AND INTANGIBLE ASSETS

10. Goodwill – Net and Intangible Assets – Net

Goodwill – Net

Goodwill is included in our Marketplace segment. The following table summarizes the changes in the carrying amount of our goodwill during the years ended December 31, 2024 and 2023 (in thousands):


	Goodwill – Net
Balance at January 1, 2023	$	715,258
2023 Acquisitions (Note 3)		230,091
Foreign currency translation adjustment		2,010
Balance at December 31, 2023		947,359
Vegas.com Acquisition (Note 3)		536
Foreign currency translation adjustment		(4,776	)
Balance at December 31, 2024	$	943,119

Goodwill is recorded net of impairment, for which we recognized $377.1 million of cumulative impairment charges as of December 31, 2024 and 2023.

Intangible Assets – Net

The following tables summarize the carrying amount and weighted average remaining life (in years, if applicable) of our intangible assets at December 31, 2024 and 2023 (in thousands):


	December 31,			Weighted Average
	2024			Remaining Life
Definite-lived intangible assets
Supplier relationships	$	57,123			3.1
Customer relationships		34,620			2.0
Acquired developed technology		29,240			2.6
Capitalized development costs		46,293			1.6
Capitalized development costs – work in progress		6,839
Acquired Domain Name		17,348			15.4
Seat images		347			3.0
Foreign currency translation adjustment		(1,891	)
Total gross book value		189,919
Less: accumulated amortization
Supplier relationships		(16,048	)
Customer relationships		(14,053	)
Acquired developed technology		(10,025	)
Capitalized development costs		(27,325	)
Acquired Domain Name		(88	)
Seat images		(26	)
Foreign currency translation adjustment		357
Total accumulated amortization		(67,208	)
Indefinite-lived intangible assets
Trademarks		110,538
Foreign currency translation adjustment		(133	)
Intangible assets – net	$	233,116


	December 31,			Weighted Average
	2023			Remaining Life
Definite-lived intangible assets
Supplier relationships	$	57,123			4.1
Customer relationships		34,620		3.0
Acquired developed technology		29,240			3.6
Capitalized development costs		28,912			1.5
Capitalized development costs – work in progress		4,795
Foreign currency translation adjustment		1,315
Total gross book value		156,005
Less: accumulated amortization
Supplier relationships		(2,881	)
Customer relationships		(3,522	)
Acquired developed technology		(2,551	)
Capitalized development costs		(16,433	)
Foreign currency translation adjustment		(97	)
Total accumulated amortization		(25,484	)
Indefinite-lived intangible assets
Trademarks		110,538
Foreign currency translation adjustment		96
Intangible assets – net	$	241,155

Intangible assets are recorded net of accumulated amortization (for definite-lived components) and impairment (for indefinite-lived components). We recognized $78.7 million of cumulative impairment charges related to our trademarks as of December 31, 2024 and 2023.

On October 22, 2024, we acquired a domain name that we had previously licensed (the “Acquired Domain Name”). In exchange for the Acquired Domain Name, we are required to disburse monthly interest-free cash payments totaling $31.4 million through June 2040 (the “Acquired Domain Name Obligation”).

We account for the Acquired Domain Name as a definite-lived intangible asset under ASC Topic 350, Intangibles—Goodwill and Other. The acquisition cost of the Acquired Domain Name was $17.3 million, which will be amortized over a period of 15.6 years (the “Acquired Domain Name Term”). As of December 31, 2024, the Acquired Domain Name had a carrying value of $17.3 million, which is recorded in Intangible assets – net in the Consolidated Balance Sheets.

We account for the Acquired Domain Name Obligation as a liability for which we will accrue interest over the Acquired Domain Name Term at an effective interest rate of 8.6% per annum. As of December 31, 2024, the Acquired Domain Name Obligation had a carrying value of $17.2 million, $0.6 million of which is recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets. The remaining $16.6 million is recorded in Other liabilities in the Consolidated Balance Sheets. During the year ended December 31, 2024, we incurred $0.2 million of interest for the Acquired Domain Name Obligation, which is recorded in Interest expense – net in the Consolidated Statements of Operations.

During the year ended December 31, 2024, our intangible assets increased primarily as a result of our investments in the Acquired Domain Name and other various capitalized development costs. Amortization expense on our definite-lived intangible assets was $42.4 million, $15.7 million, and $7.1 million for the years ended December 31, 2024, 2023, and 2022, respectively, which is recorded in Depreciation and amortization in the Consolidated Statements of Operations. During the years ended December 31, 2024, 2023, and 2022, we incurred losses of $0.2 million, $0.6 million, and $0.3 million, respectively, on asset disposals related to our definite-lived intangible assets, which are recorded in General and administrative expenses in the Consolidated Statements of Operations.


	Definite-Lived Intangible Assets
2025	$	41,753
2026		36,368
2027		19,916
2028		3,202
2029		780
Thereafter		13,853
Estimated future amortization expense	$	115,872

Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Jun. 15, 2023	May 22, 2022	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Feb. 29, 2024	May 25, 2022
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Repurchases of Class A common stock share			$ 22,982	$ 20,092	$ 32,494
Redeemable Noncontrolling interest			36.60%
Share Repurchase			$ 75,568	$ 52,586
Share Repurchase Program 2022 [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Payments for Commissions					$ 100
Share Repurchase Program 2024
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Share Repurchase Program, Remaining Authorized, Amount			$ 77,200
Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units authorized			500,000,000	500,000,000
Common stock shares issued			143,819,497	141,167,311
Common units outstanding			143,819,497	141,167,311
Common Stock, Voting Rights			one
Class A Common Stock \| Share Repurchase [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Stock repurchased during period				40,000,000	4,300,000
Share Repurchase					$ 32,500
Class A Common Stock \| Share Repurchase Program 2024
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Repurchases of Class A common stock share			$ 22,800
Payments for Commissions			$ 100
Class B Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units authorized			250,000,000	250,000,000
Common stock shares issued			76,225,000	76,225,000
Common units outstanding			76,225,000	76,225,000
Common Units
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Common units outstanding			208,170,326
June 2023 Secondary Offering
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Secondary offering expense				$ 1,500
June 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares issued		16,000,000
December 2023 Secondary Offering
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Secondary offering expense				$ 700
December 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares issued		3,100,000
Vivid Seats Inc \| Redeemable Noncontrolling Interests [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Equity Method Investment, Ownership Percentage			63.40%
Hoya Topco, LLC \| June 2023 Secondary Offering
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Sales price, per share			$ 7.68
Hoya Topco, LLC \| June 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Exchanged shares by stockholder			0
Hoya Topco, LLC \| December 2023 Secondary Offering
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Sales price, per share				$ 6.24
Hoya Topco, LLC \| December 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Exchanged shares by stockholder				0
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares authorized to be repurchased				5,300,000
Stock repurchased during period				2,000,000
Hoya Intermediate, LLC \| Share Repurchase Program 2024
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares authorized to be repurchased			4,100,000
Hoya Intermediate, LLC \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Share repurchase program, authorized amount				$ 2,000		$ 100,000	$ 40,000
Hoya Intermediate, LLC \| Class A Common Stock \| Share Repurchase [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Sales price, per share				$ 6.24
Hoya Intermediate, LLC \| Redeemable Noncontrolling Interests [Member]
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Equity Method Investment, Ownership Percentage			63.40%
Hoya Intermediate, LLC \| June 2023 Secondary Offering
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Sales price, per share			$ 8
Hoya Intermediate, LLC \| June 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares issued	2,400,000
Shares sold by stockholder			18,400,000
Hoya Intermediate, LLC \| June 2023 Secondary Offering \| Class B Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Exchanged shares by stockholder			18,400,000
Hoya Intermediate, LLC \| December 2023 Secondary Offering
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Stock repurchased during period				2,000,000
Sales price, per share				$ 6.5
Hoya Intermediate, LLC \| December 2023 Secondary Offering \| Class A Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Number of shares issued				23,600,000
Shares sold by stockholder				23,600,000
Hoya Intermediate, LLC \| December 2023 Secondary Offering \| Class B Common Stock
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Exchanged shares by stockholder				23,600,000

Equity-Based Compensation - Summary of Activity for Unit Awards (Details) - Hoya Topco, LLC - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Class E Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	500,765	500,765
Repurchased	0	0
Cancelled	(500,765)	0
Forfeited	0	0
Ending Balances	0	500,765
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 25.46	$ 25.46
Weighted-Average Grant Date Fair Value Per Share, Repurchased		0
Weighted-Average Grant Date Fair Value Per Share, Forfeited	25.46
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 0	$ 25.46
Class D Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	1,952,330	1,952,330
Repurchased	0	0
Cancelled	(1,904,250)	0
Forfeited	0	0
Ending Balances	48,080	1,952,330
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 4.6	$ 4.6
Weighted-Average Grant Date Fair Value Per Share, Repurchased		0
Weighted-Average Grant Date Fair Value Per Share, Forfeited	4.31
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 16.09	$ 4.6
Incentive Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning Balances	836,000	836,000
Repurchased	(820,600)	0
Cancelled	0	0
Forfeited	(15,400)	0
Ending Balances	0	836,000
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 2.32	$ 2.32
Weighted-Average Grant Date Fair Value Per Share, Repurchased	2.32
Weighted-Average Grant Date Fair Value Per Share, Forfeited	2.32	0
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 0	$ 2.32

Subsequent events - Additional Information (Details) - 2024 First Lien Loan - USD ($) $ in Millions	Feb. 05, 2025	Jun. 14, 2024
Subsequent Event [Line Items]
Long-term Line of Credit, Total		$ 395.0
Subsequent Event
Subsequent Event [Line Items]
Long-term Line of Credit, Total	$ 393.0
Effective interest rate	2.25%
Reduced of effective interest rate	2.00%
Subsequent Event \| Secured Overnight Financing Rate (SOFR) [Member]
Subsequent Event [Line Items]
Effective interest rate	0.50%

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Impairments (Tables)

12 Months Ended

Dec. 31, 2024

Acquired Finite-Lived Intangible Assets [Line Items]

Schedule of Significant Unobservable Inputs for Level 3 Fair Value Measurement

The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements at December 31, 2024 and 2023:


		December 31,		December 31,
Asset	Significant Unobservable Inputs	2024		2023
Note	Expected term (years)		5.5		6.5
	Implied yield	21.0%		21.7%
Warrant	Expected term (years)		5.5		6.5
	Expected volatility	59.0%		56.0%
	Risk-free rate	4.4%		3.9%
	Expected dividend yield	0.0%		0.0%

Income Taxes - Schedule of Loss from Continuing Operations Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
United States	$ 22,838	$ 68,166	$ 68,416
Foreign	(119)	2,776	773
Income before income taxes	$ 22,719	$ 70,942	$ 69,189

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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+ Details

Revenue Recognition

12 Months Ended

Dec. 31, 2024

Hoya Intermediate, LLC

Disaggregation of Revenue [Line Items]

Revenue Recognition

4. Revenue Recognition

During the years ended December 31, 2024, 2023, and 2022, Marketplace revenues by business model consisted of the following (in thousands):


	Years Ended December 31,
	2024		2023		2022
Owned Properties revenues	$	533,086	$	462,263	$	400,413
Private Label Offering revenues		114,805		135,125		110,681
Marketplace revenues	$	647,891	$	597,388	$	511,094

During the years ended December 31, 2024, 2023, and 2022, Marketplace revenues consisted of the following event categories (in thousands):


	Years Ended December 31,
	2024		2023		2022
Concert revenues	$	283,192	$	308,507	$	251,423
Sport revenues		202,220		199,837		196,467
Theater revenues		137,715		83,273		61,483
Other revenues		24,764		5,771		1,721
Marketplace revenues	$	647,891	$	597,388	$	511,094

In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own. Resale segment revenues were $127.7 million, $115.5 million, and $89.2 million during the years ended December 31, 2024, 2023, and 2022, respectively.

At December 31, 2024, Deferred revenue in the Consolidated Balance Sheets was $23.8 million, which primarily relates to the Vivid Seats Rewards Program. Stamps earned under the loyalty program expire in two to three years, if not converted to credits, and credits expire in two to four years, if not redeemed. We expect to recognize all outstanding Deferred revenue within the next seven years.

At December 31, 2023, $34.7 million was recorded as Deferred revenue in the Consolidated Balance Sheets, of which $25.8 million was recognized as revenue during the year ended December 31, 2024. At December 31, 2022, $32.0 million was recorded as Deferred revenue in the Consolidated Balance Sheets, of which $17.6 million was recognized as revenue during the year ended December 31, 2023.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Dec. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Loss from Continuing Operations Before Income Taxes

Components of income before income taxes for the years ended December 31, 2024, 2023, and 2022 were as follows (in thousands):


	Years Ended December 31,
	2024			2023		2022
United States	$	22,838		$	68,166	$	68,416
Foreign		(119	)		2,776		773
Income before income taxes	$	22,719		$	70,942	$	69,189

Schedule of Components of Income Tax Expense

During the years ended December 31, 2024, 2023, and 2022, significant components of income tax expense (benefit) were as follows (in thousands):


	Years Ended December 31,
	2024			2023			2022
State and local income tax expense	$	256		$	326		$	248
U.S. federal income tax expense		3,048			1,084			15
Foreign federal income tax expense		3,867			1,250			—
Current income tax expense		7,171			2,660			263
State and local income tax expense (benefit)		2,696			(5,572	)		—
U.S. federal income tax expense (benefit)		2,650			(38,915	)		—
Foreign federal income tax benefit		(4,100	)		(372	)		(1,853	)
Deferred income tax expense (benefit)		1,246			(44,859	)		(1,853	)
Income tax expense (benefit)	$	8,417		$	(42,199	)	$	(1,590	)

Schedule of Effective Income Tax Rate Reconciliation


	Years Ended December 31,
	2024	2023	2022
U.S. federal statutory income tax rate	21.0%	21.0%	21.0%
State income taxes	3.1%	2.2%	1.8%
Foreign rate differential	(1.9)%	0.4%	0.1%
Redeemable noncontrolling interests	(1.9)%	(10.9)%	(12.3)%
Change in valuation allowance	(21.6)%	(131.9)%	(23.1)%
Deferred tax partnership adjustment	6.8%	30.8%	10.1%
Research and development credit	(4.6)%	(1.1)%	(0.5)%
Limitation on compensation deductions	13.1%	1.5%	—%
Equity-based compensation shortfall	6.5%	—%	—%
Tax rate change	13.1%	—%	—%
Other	3.4%	(0.1)%	0.6%
Impact of restructuring	—%	28.6%	—%
Income tax expense (benefit)	37.0%	(59.5)%	(2.3)%

Schedule of Deferred Tax Assets and Liabilities

As of December 31, 2024 and 2023, our deferred tax balances consisted of the following (in thousands):


	December 31,			December 31,
	2024			2023
Deferred tax assets – net
Net operating loss	$	12,487		$	11,972
Interest carryforwards		20,126			16,689
Investment in partnership		28,446			44,894
Tax Receivable Agreement		38,232			40,994
Equity-based compensation		3,797			2,665
Other		3,037			1,914
Deferred tax assets		106,125			119,128
Less: valuation allowance		(26,182	)		(32,318	)
Total deferred tax assets – net	$	79,943		$	86,810
Deferred tax liabilities
Intangible assets	$	6,779		$	9,841
Other		61			1,848
Total deferred tax liabilities	$	6,840		$	11,689
Net deferred tax asset / (liabilities)	$	73,103		$	75,121

Summary Of Valuation Allowance

The following table summarizes the changes in the carrying amount of our deferred tax asset valuation allowance in 2024, 2023, and 2022 (in thousands):


	2024			2023			2022
Valuation allowance at beginning of year	$	32,318		$	118,734		$	145,668
Prior period adjustments(1)		—			(14,536	)		(6,154	)
Credited to costs and expenses		(4,897	)		(72,968	)		(15,961	)
Charged (credited) to other accounts		(1,239	)		1,088			(4,819	)
Valuation allowance at end of year	$	26,182		$	32,318		$	118,734

loss deferred tax assets and related valuation allowance. These adjustments had no net impact to our income tax benefit in either period.

Summary of Unrecognized Tax Benefits

The following table summarizes the changes in the carrying amount of our unrecognized benefits related to a tax refund in 2024, 2023, and 2022 (in thousands):


	2024		2023		2022
Unrecognized tax benefits at beginning of year	$	7,500	$	7,500	$	—
Tax positions taken in the prior year		—		—		7,500
Unrecognized tax benefits at end of year	$	7,500	$	7,500	$	7,500

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 13,427	$ 69,420	$ 70,794

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Equity-Based Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Equity-Based Compensation

21. Equity-Based Compensation

Our 2021 Incentive Award Plan (as amended, the “2021 Plan”) was approved and adopted in order to facilitate the grant of equity incentive awards to our employees, non-employee directors, and consultants. The 2021 Plan became effective in October 2021 upon consummation of the Merger Transaction, and the First Amendment to the 2021 Plan became effective on February 5, 2024.

RSUs

RSUs are denominated in a hypothetical equivalent number of shares of our Class A common stock. The value of each RSU is equal to the fair value of our Class A common stock on the grant date. Each RSU is settled in a share of our Class A common stock after vesting.

During the years ended December 31, 2024, 2023, and 2022, we granted to certain employees 11.1 million, 2.6 million, and 1.7 million RSUs, respectively, at a weighted average grant date fair value of $5.30 per share, $7.18 per share, and $10.01 per share, respectively. RSUs granted to employees vest over three years, with one-third vesting on the first anniversary of the grant date and the remaining portion vesting on a quarterly basis thereafter, subject to the employee’s continued employment through the applicable vesting date.

During the years ended December 31, 2024, 2023, and 2022, we granted to our directors 0.3 million, 0.1 million, and 0.1 million RSUs, respectively, at a weighted average grant date fair value of $5.24 per share, $7.68 per share, and $8.85 per share, respectively. RSUs granted to directors fully vest on the earlier of (i) one day prior to the date of our first annual meeting of stockholders following the grant date and (ii) the first anniversary of the grant date, subject to the director’s continued service on our Board through the applicable vesting date.

During each of the years ended December 31, 2024, 2023, and 2022, we granted to certain consultants less than 0.1 million RSUs at a weighted average grant date fair value of $3.70 per share, $7.98 per share, and $8.94 per share,

respectively. RSUs granted to consultants either fully vest on the first anniversary of the grant date or in equal annual installments over three years, subject to the consultant’s continued service through the applicable vesting date.

A summary of the total activity for RSUs during the years ended December 31, 2024 and 2023 is as follows (in thousands, except per RSU data):


	RSUs			Weighted Average Grant Date Fair Value Per RSU
Unvested at December 31, 2022		2,551		$	10.99
Granted		2,775			7.22
Forfeited		(232	)		8.81
Vested		(1,228	)		10.62
Unvested at December 31, 2023		3,866			8.35
Granted		11,376			5.29
Forfeited		(605	)		7.41
Vested		(2,860	)		7.93
Unvested at December 31, 2024		11,777		$	5.61

Stock Options

Our stock options provide for the purchase of shares of our Class A common stock in the future at an exercise price set on the grant (or modification) date.

Our stock option awards vest over three years, with one-third vesting on the one-year anniversary of the grant date and the remaining options vesting on a quarterly basis thereafter. Stock options granted to employees have a contractual term of ten years from the grant date, subject to the employee’s continued service through the applicable vesting date. Stock options granted to consultants have a contractual term of seven years from the grant date, subject to the consultant’s continued service through the applicable vesting date.

2021 Stock Options

On October 19, 2021, we granted to certain employees 3.1 million stock options at an exercise price of $13.09 per share and 1.0 million stock options at an exercise price of $15.00 per share (collectively, the “2021 Stock Options”). The fair value of the 2021 Stock Options was estimated on the grant date using the Hull-White model.

Our Board declared a special dividend of $0.23 per share to holders of Class A common stock on October 18, 2021, which we paid on November 2, 2021. On November 2, 2021, the exercise price of the outstanding 2021 Stock Options with an exercise price of $13.09 per share was modified and reduced by $0.23 per share to $12.86 per share (the “2021 Stock Option Modification”). The amount recognized in compensation expense related to the 2021 Stock Option Modification during the year ended December 31, 2021 was immaterial.

2022 Stock Options

On March 11, 2022, we granted to certain employees 2.6 million stock options at an exercise price of $10.26 per share and a grant date fair value of $3.99 per option (the “March 2022 Stock Options”). The fair value of the March 2022 Stock Options was estimated on the grant date using the Black-Scholes model.

On November 11, 2022, we granted to certain employees 0.1 million stock options at an exercise price of $8.22 per share and a grant date fair value of $3.66 (the “November 2022 Stock Options” and, together with the March 2022 Stock Options, the “2022 Stock Options”). The fair value of the November 2022 Stock Options was estimated on the grant date using the Black-Scholes model.

2023 Stock Options

On March 10, 2023, we granted to certain employees 3.6 million stock options at an exercise price of $7.17 per share and a grant date fair value of $3.30 per option (the “March 2023 Stock Options”). The fair value of the March 2023 Stock Options was estimated on the grant date using the Black-Scholes model.

On June 14, 2023, we granted to certain consultants 0.9 million stock options, divided into three tranches of 0.2 million, 0.3 million, and 0.4 million options, at exercise prices of $7.98, $17.00 and $23.00 per share, respectively, and grant date fair values of $3.22, $1.87 and $1.44 per option, respectively (the “June 2023 Stock Options” and, together with the March 2023 Stock Options, the “2023 Stock Options”). The fair value of the June 2023 Stock Options was estimated on the grant date using the Hull-White model.

Stock Option Cancellation and Repricing

On December 7, 2023 (the “Effective Date”), (i) 894,840 of the 2021 Stock Options with an exercise price of $15.00 per share and 894,840 of the 2021 Stock Options with an exercise price of $12.86 per share were cancelled and (ii) the exercise price of the remaining 2021 Stock Options, as well as all outstanding 2022 Stock Options, was reduced to $6.76 per share, the closing price of the Class A common stock on the Effective Date, provided that if any of such stock options were exercised prior to the one-year anniversary of the Effective Date, the holder would be required to pay the original exercise price (the “Stock Option Cancellation and Repricing”). The Stock Option Cancellation and Repricing was treated as a modification of the affected stock options. The incremental fair value of the modification, which was calculated based on the difference between the fair value of each affected stock option immediately before and after the Stock Option Cancellation and Repricing using the Hull-White model, was less than $0.1 million. The cancelled 2021 Stock Options had a grant date fair value of $6.6 million, of which $3.0 million had not yet been recognized as of the Effective Date and will instead be recognized over the remaining requisite service period of the remaining 2021 Stock Options and March 2022 Stock Options.

The following assumptions were used to calculate the fair value of the 2022 Stock Options, the 2023 Stock Options, and the Stock Option Cancellation and Repricing:


	December 7, 2023			June 14, 2023			March 10, 2023			November 11, 2022			March 11, 2022
Expected term (years)	7.9 - 8.9				7.0			5.9			5.9			5.9
Expected volatility	47.0% - 48.0%				42.0	%		42.0	%		40.0	%		37.5	%
Risk-free rate		4.2	%		4.0	%		3.9	%		3.9	%		2.0	%
Expected dividend yield		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%

No stock options were granted during the year ended December 31, 2024.

A summary of the total activity for stock options during the years ended December 31, 2023 and 2024 is as follows (in thousands, except price per option data):


	Stock Options			Weighted Average Exercise Price Per Stock Option		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2022		6,125		$	12.09		9.0	$	—
Granted to employees		3,601			7.17
Granted to consultants:
Tranche #1		200			7.98
Tranche #2		300			17.00
Tranche #3		400			23.00
Expired		(29	)		13.35
Cancelled		(1,790	)		13.93
Outstanding at December 31, 2023		8,807			8.02		8.7		—
Forfeited		(557	)		7.01
Expired		(148	)		6.90
Outstanding at December 31, 2024		8,102			8.11		7.7		—
Vested and exercisable at December 31, 2024		5,661		$	7.47

The weighted-average grant date fair value for stock options outstanding during the years ended December 31, 2024, 2023, and 2022 was $3.44, $2.88, and $3.82, respectively. The weighted-average grant date fair value for stock options forfeited during the years ended December 31, 2024, 2023, and 2022 was $3.53, zero, and $3.83, respectively. The weighted-average grant-date fair value for stock options vested during the years ended December 31, 2024, 2023, and 2022 was $3.58, $3.89, and $3.71, respectively. The weighted-average grant-date fair value for stock options cancelled was $3.68 during the year ended December 31, 2023.

Hoya Topco Profits Interests and Phantom Units

Prior to the Merger Transaction, certain members of management received equity-based compensation awards for profits interests in Hoya Topco in the form of incentive units, phantom units, Class D Units, and Class E Units. Each incentive unit vests ratably over five years and accelerates upon a change in control of Hoya Topco. We do not expect any future profits interests to be granted after the Merger Transaction. The fair value of the incentive units granted is estimated using the Black-Scholes model.

The Black-Scholes model requires certain subjective inputs and assumptions, including the fair value Hoya Topco’s equity, the expected term, risk-free interest rates, and expected equity volatility. The fair value of incentive units is recognized as equity-based compensation expense on a straight-line basis over the requisite service period. We account for forfeitures as they occur. Changes in assumptions made on expected term, the risk-free rate of interest, and expected volatility can materially impact the estimate of fair value and, ultimately, how much share-based compensation expense is recognized. The expected term is estimated based on the timing and probabilities until a major liquidity event. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant and corresponds to the expected term. The expected volatility is estimated on the date of grant based on the average historical stock price volatility of comparable publicly traded companies.

On June 10, 2024, the Board of Managers of Hoya Topco (the “Hoya Topco Board”) approved the redemption, repurchase and cancellation by Hoya Topco (using Hoya Topco’s funds) of all of its outstanding profits interests held by our current employees (including the Class B-1, Class D, and Class E Units discussed elsewhere in this Report). Accordingly, we recognized equity-based compensation expense related to the profits interests of $4.6 million for the year ended December 31, 2024.

On June 10, 2024, the Hoya Topco Board also approved the repurchase and cancellation by Hoya Topco (using Hoya Topco’s funds) of all of its outstanding phantom units held by our employees. The phantom units held service and performance conditions, requiring us to recognize a liability for the fair value of the outstanding phantom units only when we conclude it is probable that the performance conditions will be achieved. Accordingly, we recognized equity-based compensation expense related to the phantom units of $5.0 million for the year ended December 31, 2024. There was no equity-based compensation expense previously recognized related to the phantom units.

Hoya Topco had no outstanding profits interests or phantom units held by our current employees, and we had no unrecognized equity-based compensation expense related thereto, as of December 31, 2024.

A summary of the total activity for the Hoya Topco incentive units, Class D Units, and Class E Units during the years ended December 31, 2024, 2023, and 2022 is as follows:


	Incentive Units					Class D Units					Class E Units
	Units			Weighted Average Grant Date Fair Value Per Unit		Units			Weighted Average Grant Date Fair Value Per Unit		Units			Weighted Average Grant Date Fair Value Per Unit
Outstanding at December 31, 2022		836,000		$	2.32		1,952,330		$	4.60		500,765		$	25.46
Repurchased		—			—		—			—		—			—
Cancelled		—			—		—			—		—			—
Forfeited		—			—		—			—		—			—
Outstanding at December 31, 2023		836,000			2.32		1,952,330			4.60		500,765			25.46
Repurchased		(820,600	)		2.32		—			—		—			—
Cancelled		—			—		(1,904,250	)		4.31		(500,765	)		25.46
Forfeited		(15,400	)		2.32		—			—		—			—
Outstanding at December 31, 2024		—		$	—		48,080		$	16.09		—		$	—

As of December 31, 2024, the remaining outstanding Class D units are fully vested and held by former employees such that any future activity would not impact our financial results.

Compensation Expense

For the years ended December 31, 2024, 2023, and 2022, equity-based compensation expense related to RSUs was $31.0 million, $14.3 million, and $8.4 million, respectively. Unrecognized compensation expense relating to unvested RSUs as of December 31, 2024 was approximately $51.3 million, which is expected to be recognized over a weighted average period of approximately one year.

For the years ended December 31, 2024, 2023, and 2022, equity-based compensation expense related to stock options was $10.7 million, $10.2 million, and $6.2 million, respectively. Unrecognized compensation expense relating to unvested stock options as of December 31, 2024 was approximately $7.3 million, which is expected to be recognized over a weighted average period of approximately 0.5 years.

For the years ended December 31, 2024, 2023, and 2022, equity-based compensation expense related to profits interests was $4.6 million, $3.5 million, and $4.5 million, respectively. There was no unrecognized compensation expense relating to profits interests as of December 31, 2024.

For the years ended December 31, 2024, 2023, and 2022, equity-based compensation expense excludes $0.8 million, $0.4 million, and $0.1 million related to capitalized development costs.

Employee Benefit Plan

12 Months Ended

Dec. 31, 2024

Retirement Benefits [Abstract]

Employee Benefit Plan

14. Employee Benefit Plan

We have a defined contribution and profit-sharing 401(k) plan that covers substantially all employees who meet eligibility requirements. Participants may contribute to the plan, through regular payroll deductions, an amount subject to limitations imposed by the Internal Revenue Service. The plan also provides for discretionary profit-sharing contributions and matching contributions. We contributed approximately $2.2 million, $1.6 million, and $1.3 million in matching contributions for the years ended December 31, 2024, 2023, and 2022, respectively, which is recorded in General and administrative expenses in the Consolidated Statements of Operations. For the years ended December 31, 2024, 2023, and 2022, there were no discretionary profit-sharing contributions.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 70
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480794/715-70-50-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
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-URI https://asc.fasb.org/1943274/2147480482/715-20-55-17

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)(i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (q)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (l)
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-URI https://asc.fasb.org/1943274/2147480506/715-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/715/tableOfContent

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 715
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147480126/715-20-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480266/715-60-50-3

+ Details

Related-Party Transactions - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Tax receivable agreement percentage of amount of tax savings	85.00%
Liability from secondary offering	$ 165,200
Income tax benefit Secondary Offerings	5,800
Deferred tax asset Secondary Offerings	75,200
Liability From Secondary Offering	165,200
Adjustments to additional paid in capital	95,800
Tax receivable agreement, amount due for payments	4,000
Repurchases of Class A common stock share	22,982	$ 20,092	$ 32,494
December 2023 Secondary Offering
Related Party Transaction [Line Items]
Marketing and selling expenses		700
Income tax benefit Secondary Offerings	14,000
Viral Nation Inc [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	300	1,700	800
Rolling Stone [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	0	700	900
Los Angeles Dodgers [Member]
Related Party Transaction [Line Items]
Marketing and selling expenses	2,200	1,500	$ 0
Tax Receivable Agreement [Member]
Related Party Transaction [Line Items]
Liability from secondary offering	6,000
Decrease in deferred tax assets	2,800
Deferred tax benefit Secondary Offerings	6,000
Liability From Secondary Offering	$ 6,000
Share Repurchase [Member]
Related Party Transaction [Line Items]
Repurchases of Class A common stock share		$ 2,000
Common Stock, per share		$ 6.24
Share Repurchase [Member] \| Hoya Topco [Member]
Related Party Transaction [Line Items]
Voting power of outstanding common stock	36.60%

Property and Equipment - Net (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

The following table summarizes our major classes of property and equipment, net of accumulated depreciation as of December 31, 2024 and 2023 (in thousands):


	December 31,			December 31,
	2024			2023
Computer equipment	$	3,145		$	2,792
Furniture		1,996			1,705
Leasehold improvements		8,692			7,655
Construction in progress		2,165			-
Property and equipment		15,998			12,152
Less: accumulated depreciation		(3,431	)		(1,996	)
Property and equipment – net	$	12,567		$	10,156

Income Taxes - Summary of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Unrecognized tax benefits at beginning of year	$ 7,500	$ 7,500	$ 0
Tax positions taken in the prior year	0	0	7,500
Unrecognized tax benefits at end of year	$ 7,500	$ 7,500	$ 7,500

Equity-Based Compensation - Fair Value Assumptions for Stock Option at the Date of Grant (Details) - Stock Options	Dec. 07, 2023	Jul. 14, 2023	Mar. 10, 2023	Dec. 11, 2022	Mar. 11, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated volatility		42.00%	42.00%	40.00%	37.50%
Expected term (years)		7 years	5 years 10 months 24 days	5 years 10 months 24 days	5 years 10 months 24 days
Risk-free rate	4.20%	4.00%	3.90%	3.90%	2.00%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%	0.00%
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated volatility	48.00%
Expected term (years)	8 years 10 months 24 days
Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Estimated volatility	47.00%
Expected term (years)	7 years 10 months 24 days

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
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-Section 50
-Paragraph 2
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
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+ Details

Property and Equipment - Net - (Additional Information) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 1.7	$ 1.4	$ 0.6
Impairment charges	0.0	0.0	0.0
Loss on disposals of property and equipment	$ 0.1	$ 0.1	$ 0.1

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2024	Feb. 28, 2025	Jun. 28, 2024
Document Information [Line Items]
Document Type	10-K
Entity Registrant Name	Vivid Seats Inc.
Entity Central Index Key	0001856031
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Shell Company	false
Entity Emerging Growth Company	true
Document Period End Date	Dec. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity File Number	001-40926
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	86-3355184
Entity Address, Address Line One	E. Washington Street,
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60602
City Area Code	312
Local Phone Number	291-9966
Document Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Current Reporting Status	Yes
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Public Float			$ 438.7
Entity Ex Transition Period	false
Auditor Firm ID	34
Auditor Location	Chicago, Illinois
Auditor Name	Deloitte & Touche LLP
Documents Incorporated by Reference	Documents incorporated by reference: Portions of the definitive proxy statement relating to the registrant’s 2025 annual meeting of stockholders are incorporated by reference in Part III, Items 10-14 of this Annual Report on Form 10-K.
Auditor Opinion	Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Vivid Seats Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Class A Common Stock
Document Information [Line Items]
Trading Symbol	SEAT
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		132,697,220
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		76,225,000
Warrants
Document Information [Line Items]
Trading Symbol	SEATW
Title of 12(b) Security	Warrants to purchase one share of Class A common stock
Security Exchange Name	NASDAQ

Accounts Receivable - Net (Additional Information) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Receivables, Net, Current [Abstract]
Allowance for doubtful accounts	$ (12.0)	$ (10.0)
Accounts receivable write offs	$ 0.2	$ 0.3	$ 4.9

Equity-Based Compensation - Summary of Activity for RSUs (Details) - RSUs - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Beginning Balances	3,866	2,551
Granted	11,376	2,775
Forfeited	(605)	(232)
Vested	(2,860)	(1,228)
Ending Balances	11,777	3,866
Weighted-Average Grant Date Fair Value Per Share, Beginning Balances	$ 8.35	$ 10.99
Weighted-Average Grant Date Fair Value Per Share, Granted	5.29	7.22
Weighted-Average Grant Date Fair Value Per Share, Forfeited	7.41	8.81
Weighted-Average Grant Date Fair Value Per Share, Vested	7.93	10.62
Weighted-Average Grant Date Fair Value Per Share, Ending Balances	$ 5.61	$ 8.35

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2024

Hoya Intermediate, LLC

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. Summary of Significant Accounting Policies

Use of Estimates

Cash and Cash Equivalents

Restricted Cash

Foreign Currency Translation

Business Combinations

Accounts Receivable – Net

Inventory – Net

Property and Equipment – Net

Property and equipment are stated at cost, net of depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives:


Asset Class		Estimated Useful Life
Computer equipment		5 years
Purchased software		3 years
Furniture and fixtures		7 years

Leasehold improvements are amortized over the shorter of the term of the lease or the improvements’ estimated useful lives.

Leases

Goodwill – Net and Intangible Assets – Net

Definite-lived intangible assets are amortized on a straight-line basis over their estimated period of benefit, over the following estimated useful lives:


Asset Class		Estimated Useful Life
Supplier relationships		4-5 years
Customer relationships		2-5 years
Acquired developed technology		3-5 years
Capitalized development costs		3 years
Acquired domain name		15 years
Seat images		3 years

Capitalized Development Costs and Cloud Computing Arrangements Implementation Costs

Accounts Payable

Accrued Customer Credits

Accrued Future Customer Compensation

Income Taxes

Tax Receivable Agreement

Long-Term Debt – Net

Fair Value Measurements

•

Level 1 — Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

•

Level 2 — Measurements that include other inputs that are directly or indirectly observable in the marketplace.

•

Warrants

Redeemable Noncontrolling Interests

Equity-Based Compensation

Hoya Topco had no outstanding profits interests or phantom units held by our employees, and we had no unrecognized equity-based compensation expense related thereto, as of December 31, 2024.

Revenue Recognition

Marketplace Segment

We act as an intermediary between buyers, sellers, and partners in our online platform. Revenue primarily consists of service and delivery fees and is reduced by incentives provided to buyers.

In addition, we earn revenue from online display advertising, which revenue is recognized when an advertisement is displayed as that is when we have fulfilled our obligation.

Resale Segment

When our Resale business sells a ticket on our own marketplace, the service fee is recorded in Marketplace revenues and the sales price of the ticket is recorded in Resale revenues.

Deferred Revenue

Sales and Indirect Taxes

Advertising Costs

Shipping and Handling

Recent Accounting Pronouncements

Issued Accounting Standards Adopted

Financial Instruments – Credit Losses

Reference Rate Reform

Acquired Contract Assets and Contract Liabilities

Segment Reporting – Improvements to Reportable Segment Disclosures

Issued Accounting Standards Not Yet Adopted

Income Taxes

Disaggregation of Income Statement Expenses

Leases - Future lease payments (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
2025	$ 3,483
2026	3,627
2027	3,453
2028	3,240
2029	3,311
Thereafter	10,997
Total future lease payments	28,111
Less: Imputed interest	(7,407)
Present value of lease liabilities	$ 20,704	$ 18,274

Equity-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Activity for RSUs

A summary of the total activity for RSUs during the years ended December 31, 2024 and 2023 is as follows (in thousands, except per RSU data):


	RSUs			Weighted Average Grant Date Fair Value Per RSU
Unvested at December 31, 2022		2,551		$	10.99
Granted		2,775			7.22
Forfeited		(232	)		8.81
Vested		(1,228	)		10.62
Unvested at December 31, 2023		3,866			8.35
Granted		11,376			5.29
Forfeited		(605	)		7.41
Vested		(2,860	)		7.93
Unvested at December 31, 2024		11,777		$	5.61

Summary of Activity for Stock Option

A summary of the total activity for stock options during the years ended December 31, 2023 and 2024 is as follows (in thousands, except price per option data):


	Stock Options			Weighted Average Exercise Price Per Stock Option		Weighted Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2022		6,125		$	12.09		9.0	$	—
Granted to employees		3,601			7.17
Granted to consultants:
Tranche #1		200			7.98
Tranche #2		300			17.00
Tranche #3		400			23.00
Expired		(29	)		13.35
Cancelled		(1,790	)		13.93
Outstanding at December 31, 2023		8,807			8.02		8.7		—
Forfeited		(557	)		7.01
Expired		(148	)		6.90
Outstanding at December 31, 2024		8,102			8.11		7.7		—
Vested and exercisable at December 31, 2024		5,661		$	7.47

Fair Value Assumptions for Stock Option at the Date of Grant

The following assumptions were used to calculate the fair value of the 2022 Stock Options, the 2023 Stock Options, and the Stock Option Cancellation and Repricing:


	December 7, 2023			June 14, 2023			March 10, 2023			November 11, 2022			March 11, 2022
Expected term (years)	7.9 - 8.9				7.0			5.9			5.9			5.9
Expected volatility	47.0% - 48.0%				42.0	%		42.0	%		40.0	%		37.5	%
Risk-free rate		4.2	%		4.0	%		3.9	%		3.9	%		2.0	%
Expected dividend yield		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%

No stock options were granted during the year ended December 31, 2024.

Hoya Topco, LLC

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Summary of Activity for Unit Awards

the Hoya Topco incentive units, Class D Units, and Class E Units during the years ended December 31, 2024, 2023, and 2022 is as follows:


	Incentive Units					Class D Units					Class E Units
	Units			Weighted Average Grant Date Fair Value Per Unit		Units			Weighted Average Grant Date Fair Value Per Unit		Units			Weighted Average Grant Date Fair Value Per Unit
Outstanding at December 31, 2022		836,000		$	2.32		1,952,330		$	4.60		500,765		$	25.46
Repurchased		—			—		—			—		—			—
Cancelled		—			—		—			—		—			—
Forfeited		—			—		—			—		—			—
Outstanding at December 31, 2023		836,000			2.32		1,952,330			4.60		500,765			25.46
Repurchased		(820,600	)		2.32		—			—		—			—
Cancelled		—			—		(1,904,250	)		4.31		(500,765	)		25.46
Forfeited		(15,400	)		2.32		—			—		—			—
Outstanding at December 31, 2024		—		$	—		48,080		$	16.09		—		$	—

As of December 31, 2024, the remaining outstanding Class D units are fully vested and held by former employees such that any future activity would not impact our financial results.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Summary of Significant Accounting Policies - Estimated Useful Lives of Definite Lived Intangible Assets (Details)	Dec. 31, 2024
Supplier Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	4 years
Supplier Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	5 years
Customer Relationships [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	2 years
Customer Relationships [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	5 years
Acquired Developed Technology [Member] \| Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	3 years
Acquired Developed Technology [Member] \| Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	5 years
Capitalized Development Costs [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	3 years
Acquired Domain Name [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	15 years
Seat Images [Member]
Finite-Lived Intangible Assets [Line Items]
Definite lived intangible assets useful life, years	3 years

Income Taxes - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating Loss Carryforwards [Line Items]
U.S. federal statutory income tax rate	21.00%	21.00%	21.00%
Deferred taxes realizable			$ 1,900
Deferred Tax Assets	$ 106,125	$ 119,128
Future valuation allowance	10,700
Change in deferred tax assets valuation allowance	$ 6,100
Federal and state operating loss carryforwards expire beginning year	2029
Foreign operating loss carryforwards expire beginning year	2037
Operating loss carryforwards, state	$ 33,900
Tax receivable agreement, amount due for payments	4,000
Operating loss carryforwards, Federal	44,500
Deferred Tax Assets Valuation Allowance	26,182	32,318	$ 118,734	$ 145,668
Operating loss carryforwards, foreign	$ 3,700
Percentage of tax payable under tax receivable agreement	85.00%
Amount of tax payable under tax receivable agreement	$ 159,700
Tax receivable agreement period due for payments	14 years
Accrued expenses and other current liabilities	$ 165,047	$ 191,642
Liability from secondary offering	165,200
Deferred tax asset Secondary Offerings	75,200
Income tax benefit Secondary Offerings	5,800
Adjustments to additional paid in capital	95,800
Aggregate tax amount saved	$ 187,900
Tax receivable agreement percentage of amount of tax savings	85.00%
Related To Interest And Penalties	$ 1,400
Impact of unrecognized tax benefits on effective tax rate, if recognized	7,500
Change in gross unrecognized tax benefits	7,500
December 2023 Secondary Offering
Operating Loss Carryforwards [Line Items]
Income tax benefit Secondary Offerings	14,000
Tax Receivable Agreement [Member]
Operating Loss Carryforwards [Line Items]
Decrease in deferred tax assets	2,800
Liability from secondary offering	6,000
Deferred tax benefit Secondary Offerings	$ 6,000
Federal [Member]
Operating Loss Carryforwards [Line Items]
U.S. federal statutory income tax rate	21.00%	21.00%	21.00%
Deferred Tax Assets		$ 31,300

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 243,482	$ 125,484
Restricted cash	1,166	6,950
Accounts receivable- net	48,315	58,481
Inventory - net	19,601	21,018
Prepaid expenses and other current assets	32,607	34,061
Total current assets	345,171	245,994
Property and equipment - net	12,567	10,156
Right-of-use assets - net	12,008	9,826
Intangible assets - net	233,116	241,155
Goodwill - net	943,119	947,359
Deferred tax assets - net	77,967	85,564
Investments	6,929	6,993
Other assets	5,219	3,052
Total Assets	1,636,096	1,550,099
Current liabilities:
Accounts payable	232,984	257,514
Accrued expenses and other current liabilities	165,047	191,642
Deferred revenue	23,804	34,674
Current maturities of long-term debt	3,950	3,933
Total current liabilities	425,785	487,763
Long-term debt - net	384,960	264,632
Long-term lease liabilities	18,731	16,215
TRA liability	155,720	165,699
Other liabilities	36,865	29,031
Total liabilities	1,022,061	963,340
Commitments and contingencies (Note 18)
Redeemable noncontrolling interests	352,922	481,742
Shareholders' deficit
Additional paid-in capital	1,267,710	1,096,430
Treasury stock, at cost, 11,433,749 and 7,291,497 shares at December 31, 2024 and 2023, respectively	(75,568)	(52,586)
Accumulated deficit	(930,171)	(939,596)
Accumulated other comprehensive income (loss)	(880)	747
Total shareholders' equity	261,113	105,017
Total liabilities, redeemable noncontrolling interests, and shareholders' equity	1,636,096	1,550,099
Common Class A [Member]
Shareholders' deficit
Common Stock	14	14
Common Class B [Member]
Shareholders' deficit
Common Stock	$ 8	$ 8

Goodwill and Intangible Assets - Summary of Estimated Future Amortization Expenses (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2025	$ 41,753
2026	36,368
2027	19,916
2028	3,202
2029	780
Thereafter	13,853
Total	$ 115,872

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Nov. 01, 2021	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Attorney And Administrative Fees		$ 3,300
Long-Term Debt		393,025	$ 273,142
Company recognized a liability for unallocated local admission Tax		7,500	3,200
Expense net		5,800	3,200	$ 2,800
Sponsorship Loan [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Long-Term Debt		1,800
Issue Additional Loan Amount		1,500
Disbursed Sponsorship Loan		2,000
Imputed Interest Income		100
Loans Payable		5,000
Accrued expenses and other current liabilities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Accrued liabilities		300
Subsidiaries [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Purchase obligations		10,100
Termination date	Nov. 01, 2021
Purchase obligations, Thereafter		10,500
Subsidiaries [Member] \| Prepaid Expenses and Other Current Assets [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Claim settlement pool		4,500
Canada \| Subsidiaries [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Accrued liabilities		900	900
Accrued Liabilities [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Accrued liabilities		$ 0	$ 0

Financial Instruments

12 Months Ended

Dec. 31, 2024

Investments, All Other Investments [Abstract]

Financial Instruments

15. Financial Instruments

We issued the following warrants during the year ended December 31, 2021 in connection with the Merger Transaction:

Public Warrants

In connection with the Merger Transaction, we issued to former Horizon warrant holders Public Warrants to purchase 18,132,776 shares of Class A common stock at an exercise price of $11.50 per share, 5,166,666 of which were issued to Horizon Sponsor. The Public Warrants are traded on the Nasdaq Global Select Market under the symbol “SEATW.”

On May 26, 2022, we announced the commencement of an offer to the holders of outstanding Public Warrants to receive 0.24 shares of Class A common stock in exchange for each properly tendered outstanding Public Warrant (the “Offer”). On July 5, 2022, 11,365,913 Public Warrants were tendered in exchange for 2,727,785 shares of Class A common stock (the “Exchange”). Following the Exchange, 6,766,853 Public Warrants remained outstanding. During the year ended December 31, 2022, 10 Public Warrants were exercised. The exercise of the Public Warrants is accounted for as an equity transaction and is recorded in Additional paid-in capital in the Consolidated Balance Sheets.

As of December 31, 2024, there were 6,766,853 Public Warrants outstanding.

We may, in our sole discretion, reduce the exercise price of the Public Warrants to induce early exercise, provided that we provide at least five days’ advance notice. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may also be adjusted in certain circumstances including in the event of a share dividend, recapitalization, reorganization, merger, or consolidation. In no event are we required to net cash settle the Public Warrants.

The Public Warrants became exercisable 30 days following the Merger Transaction and expire at the earliest of the date that is five years following the Merger Transaction, the date of our liquidation, or the date of our optional redemption thereof provided that the value of the Class A common stock exceeds $18.00 per share. There is an

effective registration statement and prospectus relating to the shares of Class A common stock issuable upon exercise of the Public Warrants.

Under certain circumstances, we may elect to redeem the Public Warrants at a redemption price of $0.01 per Public Warrant at any time during the term of the Public Warrants in which the trading price of the Class A common stock has been at least $18.00 per share for 20 trading days within a 30 trading-day period. If we elect to redeem the Public Warrants, we must notify the Public Warrant holders in advance, who would then have at least 30 days from the date of such notification to exercise their respective Public Warrants. Any Public Warrants not exercised within that 30-day period will be redeemed pursuant to this provision.

Private Warrants

In connection with the Merger Transaction, we issued to Horizon Sponsor Private Warrants to purchase 6,519,791 shares of Class A common stock at an exercise price of $11.50 per share. The Private Warrants have similar terms to the Public Warrants, with the most notable difference relating to the fact that we are unable to redeem the Private Warrants.

As of December 31, 2024, there were 6,519,791 Private Warrants outstanding.

As part of the Merger Transaction, we modified the terms of the Private Warrants. The modification did not result in a transfer of incremental value to the holders of the Private Warrants.

Exercise Warrants

In connection with the Merger Transaction, we issued to Horizon Sponsor (i) $10 Exercise Warrants to purchase 17,000,000 shares of Class A common stock at an exercise price of $10.00 per share and (ii) $15 Exercise Warrants to purchase 17,000,000 shares of Class A common stock at an exercise of $15.00 per share. The Exercise Warrants have similar terms to the Public Warrants, except that they have different exercise prices, an initial term of 10 years, are not redeemable by us and are fully transferable.

As of December 31, 2024, there were 34,000,000 Exercise Warrants outstanding (comprised of 17,000,000 $10 Exercise Warrants and 17,000,000 $15 Exercise Warrants).

Mirror Warrants

In connection with the Merger Transaction, Hoya Intermediate issued to us warrants to purchase 17,000,000 Intermediate Units at an exercise price of $10.00 per unit (the “$10 Mirror Warrants”), warrants to purchase 17,000,000 Intermediate Units at an exercise of $15.00 per unit (the “$15 Mirror Warrants”), warrants to purchase 24,652,557 Intermediate Units at an exercise price of $11.50 per unit (the “$11.50 Mirror Warrants” and, together with the $10 Mirror Warrants and the $15 Mirror Warrants, the “Mirror Warrants”). The number and terms of the Mirror Warrants are identical to the Public, Private, and Exercise Warrants. Upon the valid exercise of a Public, Private, or Exercise Warrant, Hoya Intermediate will issue to us an equivalent number of Intermediate Units. Similarly, if a Public, Private, or Exercise Warrant is tendered, an equivalent number of Mirror Warrants will be tendered. In connection with the Exchange, we tendered 11,365,913 $11.50 Mirror Warrants and received 2,727,785 Intermediate Units.

As of December 31, 2024, there were 47,286,644 Mirror Warrants outstanding (comprised of 17,000,000 $10 Mirror Warrants, 17,000,000 $15 Mirror Warrants, and 13,286,644 $11.50 Mirror Warrants).

Because the Public, Private, and Exercise Warrants are indexed to our equity and meet the equity classification guidance of ASC Topic 815-40, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, they are accounted for as a component of Shareholders' equity and recorded in Additional paid-in capital in the Consolidated Balance Sheets. The Mirror Warrants eliminate in consolidation and do not impact the presentation of our consolidated financial statements.

Intermediate Warrants

In connection with the Merger Transaction, Hoya Intermediate issued to Hoya Topco (i) $10 Intermediate Warrants to purchase 3,000,000 Intermediate Units at an exercise price of $10.00 per unit and (ii) $15 Intermediate Warrants to purchase 3,000,000 Intermediate Units at an exercise price of $15.00 per unit. A portion of the Intermediate Warrants (the Option Contingent Warrants, which consisted of 1,000,000 $10 Intermediate Warrants and 1,000,000 $15 Intermediate Warrants) were issued in tandem with the Management Options that we issued to members of our management team and would only become exercisable by Hoya Topco if a Management Option was forfeited or expired unexercised.

Because the Intermediate Warrants allow for cash redemption at the option of the warrant holder, they are recorded in Other liabilities in the Consolidated Balance Sheets. Upon consummation of the Merger Transaction, the fair value of the Intermediate Warrants was determined using the Black-Scholes model and estimated at $20.4 million (including $1.6 million of Option Contingent Warrants), for which we recorded a warrant liability. The estimated fair value of the Option Contingent Warrants was adjusted to reflect the probability of forfeiture of the Management Options based on historical forfeiture rates for Hoya Topco profits interests.

On December 7, 2023, Hoya Topco voluntarily terminated all 2,000,000 of the Option Contingent Warrants. Immediately before such termination, the fair value of the liability related to the Option Contingent Warrants was determined using the Black-Scholes model and estimated at $1.1 million. Upon termination, this liability was reduced to zero, with an equivalent increase recorded to Redeemable noncontrolling interests.

As of December 31, 2024, there were 4,000,000 Intermediate Warrants outstanding (comprised of 2,000,000 $10 Intermediate Warrants and 2,000,000 $15 Intermediate Warrants).

The following assumptions were used to calculate the fair value of the Intermediate Warrants at December 31, 2024 and 2023:


	December 31,		December 31,
	2024		2023
Expected term (years)		6.8		7.8
Expected volatility	52.0%		48.0%
Risk-free rate	4.5%		3.9%
Expected dividend yield	0.0%		0.0%

For the years ended December 31, 2024 and 2023, the fair value of the Intermediate Warrants decreased by $4.0 million and $1.0 million, respectively. For the year ended December 31, 2022, the fair value of the Intermediate Warrants (including the Option Contingent Warrants) decreased by $8.2 million. The change in fair value of the Intermediate Warrants (including, for the year ended December 31, 2022, the Option Contingent Warrants) is recorded in Other income – net in the Consolidated Statements of Operations.

Upon the valid exercise of an Intermediate Warrant for Intermediate Units, we will issue an equivalent number of shares of our Class B common stock to Hoya Topco.

Accounts Receivable - Net

12 Months Ended

Dec. 31, 2024

Receivables, Net, Current [Abstract]

Accounts Receivable - Net

6. Accounts Receivable – Net

The following table summarizes our accounts receivable balance, net of allowance for credit losses as of December 31, 2024 and 2023 (in thousands):


	December 31,			December 31,
	2024			2023
Uncollateralized payment processor obligations	$	28,740		$	32,810
Due from ticket sellers for cancellation charges		6,835			5,632
Due from distribution partners for cancellation charges		13,308			12,736
Event insurance and other commissions receivable		4,980			11,414
Other		6,437			5,963
Accounts receivable		60,300			68,555
Less: allowance for credit losses		(11,985	)		(10,074	)
Accounts receivable – net	$	48,315		$	58,481

We recorded an allowance for credit losses of $12.0 million and $10.0 million at December 31, 2024 and 2023, respectively, to reflect potential challenges in collecting funds from distribution partners and ticket sellers, particularly for amounts due upon usage of store credit previously issued to buyers. The allowance for credit losses increased during the year to reflect larger amounts due from distribution partners that are unlikely to be collected based on actual store credit usage.

Write-offs were $0.2 million, $0.3 million, and $4.9 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Costs and expenses:
Depreciation and amortization	$ 44,238	$ 17,178	$ 7,732
Change in fair value of contingent consideration	0	(998)	(2,065)
Other (income) expense:
Loss on extinguishment of debt	0	0	4,285
Income before income taxes	22,719	70,942	69,189
Income tax expense (benefit)	8,417	(42,199)	(1,590)
Net income attributable to redeemable noncontrolling interests	9,425	74,536	28,662
Net income attributable to Class A common stockholders	13,427	69,420	70,794
Hoya Intermediate, LLC
Revenues	775,586	712,879	600,274
Costs and expenses:
Cost of revenues (exclusive of depreciation and amortization shown separately below)	201,854	182,184	140,508
Marketing and selling	285,146	274,096	248,375
General and administrative	202,123	159,081	127,619
Depreciation and amortization	44,238	17,178	7,732
Change in fair value of contingent consideration	0	(998)	(2,065)
Total costs and expenses	733,361	631,541	522,169
Income from operations	42,225	81,338	78,105
Other (income) expense:
Interest expense – net	23,172	13,505	12,858
Other income - net	(3,666)	(3,109)	(8,227)
Loss on extinguishment of debt	0	0	(4,285)
Income before income taxes	22,719	70,942	69,189
Income tax expense (benefit)	8,417	(42,199)	(1,590)
Net income	14,302	113,141	70,779
Net income attributable to redeemable noncontrolling interests	4,877	38,605	42,117
Net income attributable to Class A common stockholders	$ 9,425	$ 74,536	$ 28,662
Net income per Class A common stock:
Basic	$ 0.07	$ 0.8	$ 0.36
Diluted	$ 0.06	$ 0.26	$ 0.36
Weighted average Class A common stock outstanding:
Basic	132,330,914	92,678,514	80,257,247
Diluted	209,142,627	198,877,441	198,744,381

Equity - Schedule of Changes in Each Component of AOCL, Net of Tax Effect (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Balance at January 1, 2023	$ 747	$ 0
Other comprehensive income	(1,627)	747
Balance at December 31, 2024	(880)	747
Unrealized gain on investments
Balance at January 1, 2023	106	0
Other comprehensive income	75	106
Balance at December 31, 2024	181	106
Foreign currency translation adjustment
Balance at January 1, 2023	641	0
Other comprehensive income	(1,702)	641
Balance at December 31, 2024	$ (1,061)	$ 641

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481674/830-30-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481694/830-30-45-17

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-4

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481694/830-30-45-20

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-SubTopic 10
-Topic 220
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482739/220-10-55-15

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

+ Details

Investments (Tables)

12 Months Ended

Dec. 31, 2024

Investments [Abstract]

Schedule of investments recorded at fair value on a recurring basis

Investments recorded at fair value on a recurring basis as of December 31, 2024 and 2023 were as follows (in thousands):


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
December 31, 2024
Note	$	—	$	—	$	3,604	$	3,604
Warrant		—		—		3,325		3,325
	$	—	$	—	$	6,929	$	6,929


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
December 31, 2023
Note	$	—	$	—	$	2,868	$	2,868
Warrant		—		—		4,125		4,125
	$	—	$	—	$	6,993	$	6,993

Schedule of Significant Unobservable Inputs for Level 3 Fair Value Measurement

The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements at December 31, 2024 and 2023:


		December 31,		December 31,
Asset	Significant Unobservable Inputs	2024		2023
Note	Expected term (years)		5.5		6.5
	Implied yield	21.0%		21.7%
Warrant	Expected term (years)		5.5		6.5
	Expected volatility	59.0%		56.0%
	Risk-free rate	4.4%		3.9%
	Expected dividend yield	0.0%		0.0%

Schedule of reconiliation of the financial instruments measured at fair value using Level 3 significant unobservable inputs

The following table summarizes the changes in the carrying amount of the Note and the Warrant (both of which are measured at fair value using Level 3 significant unobservable inputs) during the years ended December 31, 2024 and 2023 (in thousands):


	Note		Warrant
Balance at July 3, 2023 (inception)	$	2,411	$	3,589
Accretion of discount		23		—
Interest paid-in-kind		238		—
Unrealized gains:
Recognized in net income		—		536
Recognized in other comprehensive income		196		—
Total unrealized gains		196		536
Balance at December 31, 2023		2,868		4,125
Accretion of discount		116		—
Interest paid-in-kind		501		—
Unrealized gains (losses):
Recognized in net income		—		(800	)
Recognized in other comprehensive loss		119		—
Total unrealized gains (losses)		119		(800	)
Balance at December 31, 2024	$	3,604	$	3,325

Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
State and local income tax expense	$ 256	$ 326	$ 248
U.S. federal income tax expense	3,048	1,084	15
Foreign federal income tax expense	3,867	1,250	0
Current income tax expense	7,171	2,660	263
State and local income tax expense (benefit)	2,696	(5,572)	0
U.S. federal income tax expense (benefit)	2,650	(38,915)	0
Foreign federal income tax benefit	(4,100)	(372)	(1,853)
Deferred income tax expense (benefit)	1,246	(44,859)	(1,853)
Income tax expense (benefit)	$ 8,417	$ (42,199)	$ (1,590)

Earnings Per Share - Summary of Potentially Dilutive Securities (Details) - Hoya Intermediate, LLC - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Public Warrants and Private Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	13,286,644	13,286,644	13,286,644
Exercise Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	34,000,000	34,000,000	17,000,000
Intermediate Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	4,000,000	4,000,000	6,000,000
RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	4,568,900	734,588	1,224,919
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive common equivalent units	7,401,783	8,807,848	6,300,837

Investments - Level 3 fair value measurements (Details)	12 Months Ended
Investments - Level 3 fair value measurements (Details)	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	6 years 9 months 18 days	7 years 9 months 18 days
Estimated volatility	52.00%	48.00%
Risk-free rate	4.50%	3.90%
Expected dividend yield	0.00%	0.00%
Warrants \| Level 3
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	5 years 6 months	6 years 6 months
Estimated volatility	59.00%	56.00%
Risk-free rate	4.40%	3.90%
Expected dividend yield	0.00%	0.00%
Note \| Level 3
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (years)	5 years 6 months	6 years 6 months
Implied Yield	21.00%	21.70%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Income Taxes - Schedule of Deferred Tax Assets Valuation Allowance and Changes (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Income Tax Disclosure [Abstract]

Valuation allowance at beginning of year

$ 32,318

$ 118,734

$ 145,668

Prior period adjustments

^[1]

(14,536)

(6,154)

Credited to costs and expenses

(4,897)

(72,968)

(15,961)

Charged (credited) to other accounts

(1,239)

1,088

(4,819)

Valuation allowance at end of year

$ 26,182

$ 32,318

$ 118,734

[1]

In 2022, this adjustment relates to a true-up of the investment in partnership deferred tax asset and related valuation allowance which has been updated to remove partnership tax basis that we expect will only reverse upon sale as a capital loss. In 2023, there was an adjustment to the investment in partnership and net operating

loss deferred tax assets and related valuation allowance. These adjustments had no net impact to our income tax benefit in either period.

Segment Reporting (Tables)

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Schedule of Segment Information

The following table represents our segment information for the year ended December 31, 2024 (in thousands):


	Year Ended December 31, 2024
	Marketplace		Resale		Total
Revenues	$	647,891	$	127,695	$	775,586
Cost of revenues (exclusive of depreciation and amortization shown separately below)		99,460		102,394		201,854
Marketing and selling:
Online		261,188		—		261,188
Offline		23,958		—		23,958
Total marketing and selling		285,146		—		285,146
Contribution margin		263,285		25,301		288,586
General and administrative						202,123
Depreciation and amortization						44,238
Income from operations						42,225
Interest expense – net						23,172
Other income – net						(3,666	)
Income before income taxes					$	22,719

The following table represents our segment information for the year ended December 31, 2023 (in thousands):


	Year Ended December 31, 2023
	Marketplace		Resale		Total
Revenues	$	597,388	$	115,491	$	712,879
Cost of revenues (exclusive of depreciation and amortization shown separately below)		94,557		87,627		182,184
Marketing and selling:
Online		239,335		—		239,335
Offline		34,761		—		34,761
Total marketing and selling		274,096		—		274,096
Contribution margin		228,735		27,864		256,599
General and administrative						159,081
Depreciation and amortization						17,178
Change in fair value of contingent consideration						(998	)
Income from operations						81,338
Interest expense – net						13,505
Other income – net						(3,109	)
Income before income taxes					$	70,942

The following table represents our segment information for the year ended December 31, 2022 (in thousands):


	Year Ended December 31, 2022
	Marketplace		Resale		Total
Revenues	$	511,094	$	89,180	$	600,274
Cost of revenues (exclusive of depreciation and amortization shown separately below)		73,126		67,382		140,508
Marketing and selling:
Online		224,872		—		224,872
Offline		23,503		—		23,503
Total marketing and selling		248,375		—		248,375
Contribution margin		189,593		21,798		211,391
General and administrative						127,619
Depreciation and amortization						7,732
Change in fair value of contingent consideration						(2,065	)
Income from operations						78,105
Interest expense – net						12,858
Other income – net						(8,227	)
Loss on extinguishment of debt						4,285
Income before income taxes					$	69,189

Segment Reporting (Additional Information) (Details)	12 Months Ended
Segment Reporting (Additional Information) (Details)	Dec. 31, 2024 Segment
Segment Reporting [Abstract]
Number of operating segments	2

Employee Benefit Plan - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Retirement Benefits [Abstract]
Employee Benefit Plan Contribution	$ 2,200,000	$ 1,600,000	$ 1,300,000
Discretionary profit-sharing contributions	$ 0	$ 0	$ 0

Investments - Investments at fair value on recurring basis (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	$ 6,929	$ 6,993
Level 1
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0	0
Level 2
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0	0
Level 3
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	6,929	6,993
Warrants
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	3,325	4,125
Warrants \| Level 1
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0	0
Warrants \| Level 2
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0	0
Warrants \| Level 3
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	3,325	4,125
Note
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	3,604	2,868
Note \| Level 1
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0	0
Note \| Level 2
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	0	0
Note \| Level 3
Schedule of Investments [Line Items]
Investments, Fair Value Disclosure, Total	$ 3,604	$ 2,868

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2024
Hoya Intermediate, LLC
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
COMMITMENTS AND CONTINGENCIES	18. Commitments and Contingencies Purchase Obligations We enter into non-cancelable arrangements, primarily related to the purchase of marketing services and tickets at an agreed upon price. Our purchase obligations are $10.1 million payable in the next 12 months and $10.5 million payable thereafter. Litigation From time to time, we are involved in various claims and legal actions arising in the ordinary course of business, none of which, in management’s opinion, could have a material effect on our business, financial position, or results of operations other than those matters discussed below. We are a co-defendant in a class action lawsuit in Canada alleging a failure to disclose service fees prior to checkout. A final order approving the settlement of this lawsuit was entered by the court in August 2020. In January 2022, we issued coupons to certain class members. Other class members were notified in 2022 that they are eligible to submit a claim for a coupon. As of December 31, 2024 and 2023, a liability of $0.9 million was recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to expected claim submissions and credit redemptions as of the measurement date. We have been a defendant in multiple class action lawsuits related to customer compensation for cancellations, primarily as a result of COVID-19 restrictions. A final order approving the settlement of one such lawsuit was entered by the court in November 2021, pursuant to which we paid $4.5 million (after insurance) to fund a claims settlement pool in 2021 that was fully disbursed in 2022. A final order approving the settlement of another such lawsuit was entered by the court on January 31, 2023, pursuant to which we paid $3.3 million (after insurance) to cover legal and administrative fees and approved claims, payments for which were made in August 2023. We had no accrued liability as of December 31, 2024 and 2023 related to these matters. We are a defendant in a lawsuit related to an alleged violation of the Illinois Biometric Information Privacy Act. An order preliminarily approving the settlement of this lawsuit was entered by the court on September 27, 2024, which remains subject to final court approval and which will be covered in full by insurance. As of December 31, 2024, a liability of $0.3 million was recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to this matter. We had no accrued liability as of December 31, 2023 related to this matter. Indirect Taxes In 2018, the U.S. Supreme Court issued its decision in South Dakota v. Wayfair Inc., which overturned previous case law that had precluded state and local governments from imposing sales tax collection requirements on retailers without a physical presence. In response, most jurisdictions have adopted laws that attempt to impose tax collection obligations on out-of-state companies, and we have registered and begun collecting tax where required by statute. It is reasonably possible that state or local governments will continue to adopt or interpret laws such that we will be required to calculate, collect, and remit taxes on sales in their jurisdictions. A successful assertion by one or more jurisdictions could result in material tax liabilities, including uncollected taxes on past sales, as well as penalties and interest. Based on our analysis of certain state and local regulations, specifically related to marketplace facilitators and event ticket sales, we have recorded liabilities in all jurisdictions where we believe a risk of loss is probable and reasonably estimable. We will continuously monitor state and local regulations and will implement required collection and remittance procedures if and when we are subject thereto. To the extent we have sales for international events, we may be required to register with various foreign jurisdictions and to collect and remit indirect taxes. It is reasonably possible that foreign jurisdictions may continue to adopt or interpret laws that impact the amount we are required to collect and remit. A successful assertion by one or more such jurisdictions could result in material tax liabilities, including uncollected taxes on past sales, as well as penalties and interest. Based on our analysis of certain foreign indirect tax regulations, specifically related to marketplace facilitators and event ticket sales, we have recorded liabilities in the jurisdictions where we believe a risk of loss is probable and reasonably estimable. We will continuously monitor foreign regulations and will implement required collection and remittance procedures if and when we are subject thereto. As of December 31, 2024 and 2023, a liability of $7.5 million and $3.2 million, respectively, was recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets related to uncollected indirect taxes (including sales taxes). This liability is inclusive of both U.S. and foreign jurisdictions where we believe it is probable we should remit but have not collected all required amounts from customers and is reduced by abatements received. The net expense related to uncollected indirect taxes (including sales taxes) during the years ended December 31, 2024, 2023, and 2022 was $5.8 million, $3.2 million, and $2.8 million, respectively, which is recorded in General and administrative expenses in the Consolidated Statements of Operations. Sponsorship Loan On August 23, 2024, we and a privately held company entered into a sponsorship and custom content partnership agreement that provides us with various marketing services in exchange for our issuance of an interest-free loan payable in installments that could total a maximum of $5.0 million (the “Sponsorship Loan”). We account for the Sponsorship Loan as a note receivable in accordance with ASC Topic 310, Receivables. As of December 31, 2024, we have disbursed $2.0 million of the Sponsorship Loan (the “2024 Sponsorship Loan”). If certain conditions are met, we will issue an additional interest-free $1.5 million loan in each of September 2025 and September 2026. While there is no stated maturity date for the 2024 Sponsorship Loan, we are entitled to a portion of advertising revenue received by the counterparty until the 2024 Sponsorship Loan is repaid in full. The 2024 Sponsorship Loan had a carrying value of $1.8 million as of December 31, 2024, which is recorded in Other assets in the Consolidated Balance Sheets. Additionally, we recognized less than $0.1 million of imputed interest income for the 2024 Sponsorship Loan during the year ended December 31, 2024, which is recorded in Interest expense – net in the Consolidated Statements of Operations.

Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands		12 Months Ended
	Oct. 22, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Goodwill [Line Items]
Carrying Amount of Definite Lived Intangible Assets		$ 115,872
Amortization of Intangible Assets		42,400	$ 15,700	$ 7,100
Intangible Assets, Net (Excluding Goodwill)		233,116	241,155
Other current liabilities		1,973	2,059
Other liabilities		36,865	29,031
Loss on asset disposals		200	600	$ 300
Impairment charges		377,100	377,100
Trademarks [Member]
Goodwill [Line Items]
Impairment charges		$ 78,700	$ 78,700
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]		Operating Income (Loss)	Operating Income (Loss)
Acquired Domain Name Obligation [Member]
Goodwill [Line Items]
Cash payments in exchange for the acquired domain name	$ 31,400
Carrying Amount of Definite Lived Intangible Assets		$ 17,200
Effective interest rate		8.60%
Other current liabilities		$ 600
Other liabilities		16,600
Interest expense-net		200
Acquired Domain Name Term [Member]
Goodwill [Line Items]
Cash payments in exchange for the acquired domain name		$ 17,300
Definite lived intangible assets useful life, years		15 years 7 months 6 days
Intangible Assets, Net (Excluding Goodwill)		$ 17,300

Segment Reporting

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

SEGMENT REPORTING

5. Segment Reporting

Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (the “CODM”) in making decisions regarding resource allocation and performance assessment. The CODM is our Chief Executive Officer (“CEO”). We have determined that we have two operating and reportable segments: Marketplace and Resale.

In our Marketplace segment, we primarily act as an intermediary between ticket buyers, sellers, and partners through which we earn revenue processing ticket sales for live events and attractions and from facilitating the booking of hotel rooms and packages. In our Resale segment, we primarily acquire tickets to resell on secondary ticket marketplaces, including our own.

The CODM evaluates the performance of the segments and allocates resources to them based on contribution margin (defined as revenues less cost of revenues and marketing and selling expenses). Cost of revenues consists largely of payment processing fees for our Marketplace segment and ticket costs for our Resale segment. Marketing and selling expenses, which exclusively relate to our Marketplace segment, almost exclusively consist of online and offline advertising costs. For all segments, the CODM uses contribution margin in the annual budgeting and forecasting process, as well as when reviewing forecast-to-actual variances while making decisions about the allocation of operating and capital resources to each segment.

We do not report assets, capital expenditures, general and administrative expenses, or depreciation and amortization expenses by segment because the CODM does not use this information to evaluate the performance of our operating segments.

The following table represents our segment information for the year ended December 31, 2024 (in thousands):


	Year Ended December 31, 2024
	Marketplace		Resale		Total
Revenues	$	647,891	$	127,695	$	775,586
Cost of revenues (exclusive of depreciation and amortization shown separately below)		99,460		102,394		201,854
Marketing and selling:
Online		261,188		—		261,188
Offline		23,958		—		23,958
Total marketing and selling		285,146		—		285,146
Contribution margin		263,285		25,301		288,586
General and administrative						202,123
Depreciation and amortization						44,238
Income from operations						42,225
Interest expense – net						23,172
Other income – net						(3,666	)
Income before income taxes					$	22,719

The following table represents our segment information for the year ended December 31, 2023 (in thousands):


	Year Ended December 31, 2023
	Marketplace		Resale		Total
Revenues	$	597,388	$	115,491	$	712,879
Cost of revenues (exclusive of depreciation and amortization shown separately below)		94,557		87,627		182,184
Marketing and selling:
Online		239,335		—		239,335
Offline		34,761		—		34,761
Total marketing and selling		274,096		—		274,096
Contribution margin		228,735		27,864		256,599
General and administrative						159,081
Depreciation and amortization						17,178
Change in fair value of contingent consideration						(998	)
Income from operations						81,338
Interest expense – net						13,505
Other income – net						(3,109	)
Income before income taxes					$	70,942

The following table represents our segment information for the year ended December 31, 2022 (in thousands):


	Year Ended December 31, 2022
	Marketplace		Resale		Total
Revenues	$	511,094	$	89,180	$	600,274
Cost of revenues (exclusive of depreciation and amortization shown separately below)		73,126		67,382		140,508
Marketing and selling:
Online		224,872		—		224,872
Offline		23,503		—		23,503
Total marketing and selling		248,375		—		248,375
Contribution margin		189,593		21,798		211,391
General and administrative						127,619
Depreciation and amortization						7,732
Change in fair value of contingent consideration						(2,065	)
Income from operations						78,105
Interest expense – net						12,858
Other income – net						(8,227	)
Loss on extinguishment of debt						4,285
Income before income taxes					$	69,189

Marketing and selling expenses primarily consist of online costs aimed towards acquiring new customers, which include paid search engine marketing, fees paid to our advertising affiliates and distributors, and other online marketing activities. To a lesser extent, marketing and selling expenses also consist of offline costs towards acquiring new customers, which include spending on traditional media channels, advertising agency costs, and partnership expenses with teams and other media partners.

Substantially all of our sales occur and assets reside in the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Equity-Based Compensation - Summary of Activity for Stock Option (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Beginning Balance	8,807	6,125
Outstanding Options, Forfeited	(557)
Outstanding Options, Expired	(148)	(29)
Outstanding Options, Cancelled		(1,790)
Outstanding Options, Ending Balance	8,102	8,807	6,125
Outstanding Options, Vested and exercisable	5,661
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 8.02	$ 12.09
Weighted Average Exercise Price, Forfeited	7.01
Weighted Average Exercise Price, Expired	6.9	13.35
Weighted Average Exercise Price, Cancelled		13.93
Weighted Average Exercise Price, Outstanding, Ending Balance	8.11	$ 8.02	$ 12.09
Weighted Average Exercise Price, Vested and exercisable	$ 7.47
Weighted Average Remaining Contractual Term, Outstanding	7 years 8 months 12 days	8 years 8 months 12 days	9 years
Aggregate Intrinsic Value, Outstanding	$ 0	$ 0	$ 0
Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		3,601
Weighted Average Exercise Price, Granted		$ 7.17
Tranche One \| Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		200
Weighted Average Exercise Price, Granted		$ 7.98
Tranche Two \| Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		300
Weighted Average Exercise Price, Granted		$ 17
Tranche Three \| Consultants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding Options, Granted		400
Weighted Average Exercise Price, Granted		$ 23

Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Numerator for earnings per share calculation
Less: net income attributable to redeemable noncontrolling interests	$ 4,877	$ 38,605	$ 42,117
Subsidiaries [Member]
Numerator for earnings per share calculation
Net income	14,302	113,141	70,779
Less: net income attributable to redeemable noncontrolling interests	(4,877)	(38,605)	(42,117)
Net income attributable to Class A common stockholders - diluted	$ 7,798	$ 75,283	$ 28,662
Denominator for earnings per share calculation
Weighted average Class A common stock outstanding - basic	132,330,914	92,678,514	80,257,247
Weighted average Class A common stock outstanding - diluted	209,142,627	198,877,441	198,744,381
Basic EPS
Net income per share attributable to common stockholders, basic	$ 0.07	$ 0.8	$ 0.36
Diluted EPS
RSUs	8	79	6
RSUs	586,713	424,954	28,228
Redeemable noncontrolling interests	2,310	(23,401)	42,056
Redeemable noncontrolling interests	76,225,000	105,773,973	118,200,000
Exercise Warrants	0	0	55
Net income per Class A common stock - diluted	$ 0.06	$ 0.26	$ 0.36
Subsidiaries [Member] \| Common Class A [Member]
Numerator for earnings per share calculation
Net income attributable to Class A common stockholders - basic	$ 9,425	$ 74,536	$ 28,662
Net income attributable to Class A common stockholders - diluted	$ 11,743	$ 51,214	$ 70,779
Denominator for earnings per share calculation
Weighted average Class A common stock outstanding - basic	132,330,914	92,678,514	80,257,247
Weighted average Class A common stock outstanding - diluted	209,142,627	198,877,441	198,744,381
Basic EPS
Net Income (Loss) Available to Common Stockholders, Basic	$ 9,425	$ 74,536	$ 28,662
Net income per share attributable to common stockholders, basic	$ 0.07	$ 0.8	$ 0.36
Diluted EPS
Exercise Warrants	0	0	258,906
Net income per Class A common stock - diluted	$ 0.06	$ 0.26	$ 0.36

Consolidated Statements of Equity (Deficit) - USD ($) $ in Thousands	Total	Common Class A [Member]	Common Class B [Member]	Noncontrolling Interest	Common Units Common Class A [Member]	Common Units Common Class B [Member]	Additional Paid-in Capital	Treasury Stock, Common [Member]	Accumulated Deficit	Accumulated Other Comprehensive (Income) Loss
Temporary equity, Balances at Dec. 31, 2021				$ 1,286,016
Balances, shares at Dec. 31, 2021					79,091,871	118,200,000		0
Balances at Dec. 31, 2021	$ (860,683)				$ 8	$ 12	$ 182,091	$ 0	$ (1,042,794)
Net income attributable to redeemable noncontrolling interests	28,662			42,117					28,662
Issuances of Class A common stock					591,118
Deemed contributions from former parent	1,824			2,687			1,824
Equity-based compensation	14,621						14,621
Repurchases of Class A common stock share								(4,342,477)
Repurchases of Class A common stock	(32,494)							$ (32,494)
Tax distributions to redeemable noncontrolling interests				(5,245)
Reclassification of contingent consideration	2,657						2,657
Increase in Class A common shares outstanding following warrant exchange					2,727,785
Subsequent remeasurement of redeemable noncontrolling interests	462,715			(462,715)			462,715
Balances, shares at Dec. 31, 2022					82,410,774	118,200,000		(4,342,477)
Balances at Dec. 31, 2022	(382,698)			862,860	$ 8	$ 12	663,908	$ (32,494)	(1,014,132)
Net income attributable to redeemable noncontrolling interests	74,536			38,605					74,536
Issuances of Class A common stock					1,228,279
Deemed contributions from former parent	1,598			1,898			1,598
Equity-based compensation	24,546						24,546
Repurchases of Class A common stock share								(2,949,020)
Repurchases of Class A common stock	(20,092)							$ (20,092)
Tax distributions to redeemable noncontrolling interests				(14,304)
Subsequent remeasurement of redeemable noncontrolling interests	99,000			(101,280)			99,000
Other comprehensive income (loss)	747			601						$ 747
2023 Secondary Offerings of Class A common stock	307,732			(307,732)	$ 4	$ (4)	307,732
2023 Secondary Offerings of Class A common stock, Share					41,975,000	(41,975,000)
Establishment of liabilities under TRA, net of tax and other tax impact of 2023 Secondary Offerings (Note 20)	(95,849)						(95,849)
Termination of Option Contingent Warrants				1,094
Issuance Of Shares Related To Acquisition, Value	95,497				$ 2		95,495
Issuance of shares related to acquisition, Shares					15,553,258
Balances, shares at Dec. 31, 2023		141,167,311	76,225,000		141,167,311	76,225,000		(7,291,497)
Balances at Dec. 31, 2023	105,017			481,742	$ 14	$ 8	1,096,430	$ (52,586)	(939,596)	747
Net income attributable to redeemable noncontrolling interests	9,425			4,877					9,425
Issuances of Class A common stock					2,859,871
Net Settlement of Equity Incentive Awards Shares					(207,685)
Net settlement of equity incentive awards, Value	(714)						(714)
Deemed contributions from former parent	6,073			3,512			6,073
Equity-based compensation	41,604						41,604
Repurchases of Class A common stock, net of tax impacts Share								$ (4,142,252)
Repurchases of Class A common stock	(22,982)
Tax distributions to redeemable noncontrolling interests				(10,014)
Subsequent remeasurement of redeemable noncontrolling interests	126,269			(126,269)			126,269
Other comprehensive income (loss)	(1,627)			(926)						(1,627)
Repurchases of Class A common stock, net of tax impacts	(24,934)						(1,952)	$ (22,982)
Balances, shares at Dec. 31, 2024		143,819,497	76,225,000		143,819,497	76,225,000		(11,433,749)
Balances at Dec. 31, 2024	$ 261,113			$ 352,922	$ 14	$ 8	$ 1,267,710	$ (75,568)	$ (930,171)	$ (880)

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. federal statutory income tax rate	21.00%	21.00%	21.00%
State income taxes	3.10%	2.20%	1.80%
Foreign rate differential	(1.90%)	0.40%	0.10%
Redeemable noncontrolling interests	(1.90%)	(10.90%)	(12.30%)
Change in valuation allowance	(21.60%)	(131.90%)	(23.10%)
Deferred tax partnership adjustment	6.80%	30.80%	10.10%
Research & Development Credit	(4.60%)	(1.10%)	(0.50%)
Limitation on compensation deductions	13.10%	1.50%	0.00%
Equity-based compensation	6.50%	0.00%	0.00%
Tax rate change	13.10%	0.00%	0.00%
Other	3.40%	(0.10%)	0.60%
Impact of restructuring	0.00%	28.60%	0.00%
Income tax expense (benefit)	37.00%	(59.50%)	(2.30%)

Accounts Receivable - Net - Shedule of Accounts receivable balance, net of allowance for doubtful accounts (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 60,300	$ 68,555
Less: allowance for credit losses	(11,985)	(10,074)
Accounts receivable- net	48,315	58,481
Distribution Partners [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	13,308	12,736
Due from Ticket Sellers [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	6,835	5,632
Uncollateralized Payment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	28,740	32,810
Insurance and Other Commissions [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	4,980	11,414
Other Account Receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable	$ 6,437	$ 5,963

Investments

12 Months Ended

Dec. 31, 2024

Investments [Abstract]

Investments

11. Investments

In July 2023, we invested $6.0 million in a privately held company in the form of a convertible promissory note (the “Note”) and a warrant to purchase up to 1,874,933 shares of the company’s stock (the “Warrant”). Interest on the Note accrues at 8.0% per annum and outstanding principal and accrued interest is due and payable at the earlier of July 3, 2030 or a change in control of the company. The Warrant is exercisable until the date three years after the Note is repaid, subject to certain accelerating events.

We account for the Note in accordance with ASC Topic 320, Investments – Debt and Equity Securities. The Note is classified as an available-for-sale security and is recorded at fair value with the change in unrealized gains and losses recorded as a separate component in the Consolidated Statements of Comprehensive Income until realized. The Note’s unrealized gain for the years ended December 31, 2024 and 2023 was $0.1 million and $0.2 million, respectively. The Note’s amortized cost was $3.0 million and $2.7 million at December 31, 2024 and 2023, respectively. We did not recognize any credit losses related to the Note during the years ended December 31, 2024 and 2023.

We account for the Warrant in accordance with ASC 815, pursuant to which we record the derivative instrument in the Consolidated Balance Sheets at fair value with changes in fair value recorded in Other income – net in the Consolidated Statements of Operations on a recurring basis. The classification of the derivative instrument, including whether it should be recorded as an asset or a liability, is evaluated at the end of each reporting period.

We measure our investments in accordance with ASC 820, pursuant to which we disclose fair values as Level 1, Level 2, or Level 3 based on the fair value hierarchy.

Investments recorded at fair value on a recurring basis as of December 31, 2024 and 2023 were as follows (in thousands):


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
December 31, 2024
Note	$	—	$	—	$	3,604	$	3,604
Warrant		—		—		3,325		3,325
	$	—	$	—	$	6,929	$	6,929


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Total
December 31, 2023
Note	$	—	$	—	$	2,868	$	2,868
Warrant		—		—		4,125		4,125
	$	—	$	—	$	6,993	$	6,993

The fair value of the Note is determined using the income approach, utilizing Level 3 inputs. The estimated fair value of the Warrant is determined using the Black-Scholes option pricing model, which requires us to make assumptions and judgments about the variables used in the calculation related to the expected term, the expected volatility, the risk-free rate of interest, and the expected dividend yield. Because of the inherent uncertainty of this valuation, these estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material.

The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements at December 31, 2024 and 2023:


		December 31,		December 31,
Asset	Significant Unobservable Inputs	2024		2023
Note	Expected term (years)		5.5		6.5
	Implied yield	21.0%		21.7%
Warrant	Expected term (years)		5.5		6.5
	Expected volatility	59.0%		56.0%
	Risk-free rate	4.4%		3.9%
	Expected dividend yield	0.0%		0.0%


	Note		Warrant
Balance at July 3, 2023 (inception)	$	2,411	$	3,589
Accretion of discount		23		—
Interest paid-in-kind		238		—
Unrealized gains:
Recognized in net income		—		536
Recognized in other comprehensive income		196		—
Total unrealized gains		196		536
Balance at December 31, 2023		2,868		4,125
Accretion of discount		116		—
Interest paid-in-kind		501		—
Unrealized gains (losses):
Recognized in net income		—		(800	)
Recognized in other comprehensive loss		119		—
Total unrealized gains (losses)		119		(800	)
Balance at December 31, 2024	$	3,604	$	3,325

- Definition

The entire disclosure for investments owned by investment company.

+ References + Details

Related-Party Transactions

12 Months Ended

Dec. 31, 2023

RELATED-PARTY TRANSACTIONS

19. Related–Party Transactions

Viral Nation

Viral Nation Inc. (“Viral Nation”) is a marketing agency that creates viral and social media influencer campaigns and provides advertising, marketing, and technology services. Todd Boehly, a member of our Board, serves on the board of directors of Viral Nation, and is the Co-Founder, Chairman, and CEO of Eldridge Industries, LLC (“Eldridge”), which owns greater than 10% of Viral Nation. For Viral Nation’s services, we recognized an expense of $0.3 million, $1.7 million, and $0.8 million during the years ended December 31, 2024, 2023, and 2022, respectively, which is recorded in Marketing and selling expenses in the Consolidated Statements of Operations.

Rolling Stone

Rolling Stone, LLC (“Rolling Stone”) is a high-profile magazine and media platform that focuses on music, film, television, and news coverage. Todd Boehly, a member of our Board, is the Co-Founder, Chairman, and CEO of Eldridge, which owns greater than 10% of Rolling Stone. In relation to a strategic partnership with Rolling Stone, we recognized an expense of $0.7 million and $0.9 million during the years ended December 31, 2023 and 2022, respectively, which is recorded in Marketing and selling expenses in the Consolidated Statements of Operations. We did not recognize an expense in relation to this strategic partnership during the year ended December 31, 2024.

Los Angeles Dodgers

The Los Angeles Dodgers are an MLB team based in Los Angeles, California. Todd Boehly, a member of our Board, owns greater than 10% of the Los Angeles Dodgers. In relation to a strategic partnership with the Los Angeles Dodgers, including our designation as the official ticket marketplace of the Los Angeles Dodgers and certain other advertising, marketing, promotional, and sponsorship benefits, we recognized an expense of $2.2 million and $1.5 million during the years ended December 31, 2024 and 2023, respectively, which is recorded in Marketing and selling expenses in the Consolidated Statements of Operations. We did not recognize an expense in relation to the strategic partnership with the Los Angeles Dodgers during the year ended December 31, 2022.

Tax Receivable Agreement

In connection with the Merger Transaction, we entered into the TRA with the existing Hoya Intermediate unitholders. For more information, see “Tax Receivable Agreement” in Note 20, Income Taxes.

Share Repurchase

Hoya Topco controls 36.6% of the voting power of our outstanding common stock. On December 12, 2023, we repurchased 2.0 million shares of Class A common stock from the underwriters of the December 2023 Secondary Offering. The shares were initially purchased by the underwriters from Hoya Topco, the selling stockholder, at a price of $6.24 per share. We paid the same price per share to the underwriters, which was funded with cash on hand. For more information, see Note 17, Equity.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

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-Topic 946
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+ Details

Revenue Recognition - Additional Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Revenue By Related Parties	$ 127,700	$ 115,500	$ 89,200
Deferred revenue	23,804	34,674	$ 32,000
Deferred Revenue, Revenue Recognized	$ 25,800	$ 17,600
Deferred revenue, recognized period	next seven years
Minimum
Disaggregation of Revenue [Line Items]
Stamp Expiration Term	2 years
Credits Expiration Term	2 years
Maximum
Disaggregation of Revenue [Line Items]
Stamp Expiration Term	3 years
Credits Expiration Term	4 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Fair Value (Tables)

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Schedule of Significant Unobservable Inputs for Level 3 Fair Value Measurement

The following table presents quantitative information about the significant unobservable inputs applied to these Level 3 fair value measurements at December 31, 2024 and 2023:


		December 31,		December 31,
Asset	Significant Unobservable Inputs	2024		2023
Note	Expected term (years)		5.5		6.5
	Implied yield	21.0%		21.7%
Warrant	Expected term (years)		5.5		6.5
	Expected volatility	59.0%		56.0%
	Risk-free rate	4.4%		3.9%
	Expected dividend yield	0.0%		0.0%

Revenue Recognition - Schedule Of Market Place Revenues (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Marketplace revenues:
Total Marketplace revenues	$ 647,891	$ 597,388	$ 511,094
Owned Properties revenues
Marketplace revenues:
Total Marketplace revenues	533,086	462,263	400,413
Private Label Offering revenues
Marketplace revenues:
Total Marketplace revenues	114,805	135,125	110,681
Concert revenues
Marketplace revenues:
Total Marketplace revenues	283,192	308,507	251,423
Sport revenues
Marketplace revenues:
Total Marketplace revenues	202,220	199,837	196,467
Theater revenues
Marketplace revenues:
Total Marketplace revenues	137,715	83,273	61,483
Other revenues
Marketplace revenues:
Total Marketplace revenues	$ 24,764	$ 5,771	$ 1,721

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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+ Details

Business Acquisitions - Unaudited Pro forma Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Income before income taxes	$ 22,719	$ 70,942	$ 69,189
VDC Holdco, LLC [Member]
Business Acquisition [Line Items]
Revenues		797,879	688,629
Income before income taxes		$ 79,007	$ 74,026

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
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-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Subparagraph (b)
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Subparagraph (a)
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

+ Details

Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2024

Investments, All Other Investments [Abstract]

Schedule of Option Contingent Warrants Valuation Assumptions

The following assumptions were used to calculate the fair value of the Intermediate Warrants at December 31, 2024 and 2023:


	December 31,		December 31,
	2024		2023
Expected term (years)		6.8		7.8
Expected volatility	52.0%		48.0%
Risk-free rate	4.5%		3.9%
Expected dividend yield	0.0%		0.0%

Leases - summarizes the weighted average minimum lease term and incremental borrowing rate (Details)	Dec. 31, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining minimum lease term	8 years 2 months 12 days	8 years 1 month 6 days
Weighted average incremental borrowing rate	8.50%	7.40%

Accounts Receivable - Net (Tables)

12 Months Ended

Dec. 31, 2024

Receivables, Net, Current [Abstract]

Schedule of accounts receivable balance, net of allowance for doubtful accounts

The following table summarizes our accounts receivable balance, net of allowance for credit losses as of December 31, 2024 and 2023 (in thousands):


	December 31,			December 31,
	2024			2023
Uncollateralized payment processor obligations	$	28,740		$	32,810
Due from ticket sellers for cancellation charges		6,835			5,632
Due from distribution partners for cancellation charges		13,308			12,736
Event insurance and other commissions receivable		4,980			11,414
Other		6,437			5,963
Accounts receivable		60,300			68,555
Less: allowance for credit losses		(11,985	)		(10,074	)
Accounts receivable – net	$	48,315		$	58,481

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 15,998	$ 12,152
Less: accumulated depreciation	(3,431)	(1,996)
Total property and equipment - net	12,567	10,156
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	3,145	2,792
Furniture [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	1,996	1,705
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	8,692	7,655
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 2,165	$ 0

Business Acquisition - Schedule of Estimated Fair Values of the Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Inventory	$ 19,601	$ 21,018
Prepaid expenses and other current assets	32,607	34,061
Property and equipment	12,567	10,156
Goodwill	943,119	947,359	$ 715,258
Right-of-use assets	12,008	9,826
Accounts payable	(232,984)	(257,514)
Long-term lease liabilities	(18,731)	(16,215)
Long-term debt	(384,960)	(264,632)
Deferred tax liability	(6,840)	(11,689)
Other liabilities	36,865	$ 29,031
VDC Holdco, LLC [Member]
Business Acquisition [Line Items]
Cash and cash equivalents	1,868
Accounts receivable	2,469
Prepaid expenses and other current assets	2,175
Property and equipment	264
Intangible Assets	130,549
Goodwill	185,276
Right-of-use assets	779
Other assets	449
Accounts payable	(34,589)
Accrued expenses and other current liabilities	(11,291)
Deferred revenue	(1,864)
Long-term lease liabilities	(69)
Deferred tax liability	(27,721)
Purchase price	248,295
WD Holdings Co. [Member]
Business Acquisition [Line Items]
Cash and cash equivalents	18,390
Accounts receivable	2,182
Inventory	49
Prepaid expenses and other current assets	259
Property and equipment	67
Intangible Assets	31,846
Goodwill	45,351
Right-of-use assets	1,927
Other assets	675
Accounts payable	(7,427)
Accrued expenses and other current liabilities	(3,901)
Current maturities of long-term debt	(566)
Long-term debt	(2,546)
Other liabilities	(11,981)
Purchase price	$ 74,325

Goodwill and Intangible Assets - Schedule of Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Goodwill [Line Items]
Foreign currency translation adjustment	$ (4,776)	$ 2,010
Issuance of shares related to acquisition		230,091
Trademarks [Member]
Goodwill [Line Items]
Beginning balance	110,538
Ending balance	$ 110,538	$ 110,538

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1
-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

+ Details

Investments (Additional Information) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Jul. 31, 2023
Schedule of Investments [Line Items]
Convertible Debt			$ 6.0
Investment Interest Rate			8.00%
Servicing Asset at Amortized Cost	$ 3.0	$ 2.7
Unrealized Gain (Loss) on Investments	$ 0.1	$ 0.2
Warrant [Member]
Schedule of Investments [Line Items]
Purchase of Warrants			1,874,933

- Definition

Rate of interest on investment.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section 55
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477439/946-210-55-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 320
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-Name Accounting Standards Codification
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-Paragraph 2
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147481800/320-10-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (SX 210.12-12A(Column A)(Footnote 2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.12-14(Column A)(Footnote 3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477271/946-320-S99-6

+ Details

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Financial Instruments - Summary of Fair Value of Option Contingent Warrants (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Investments, All Other Investments [Abstract]
Estimated volatility	52.00%	48.00%
Expected term (years)	6 years 9 months 18 days	7 years 9 months 18 days
Risk-free rate	4.50%	3.90%
Expected dividend yield	0.00%	0.00%

Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Subsidiary of Limited Liability Company or Limited Partnership [Line Items]
Accrued marketing expense	$ 30,573	$ 39,210
Accrued customer credits	55,785	64,318
Accrued future customer compensation	26,614	33,010
Accrued payroll	10,128	17,381
Accrued operating expenses	16,193	20,828
Other current liabilities	25,754	16,895
Accrued expenses and other current liabilities	$ 165,047	$ 191,642

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of net loss attributable to redeemable noncontrolling interests

The following table provides the net income attributable to Hoya Topco’s redeemable noncontrolling interests for the years ended December 31, 2024, 2023, and 2022 (in thousands):


	Years Ended December 31,
	2024			2023			2022
Net income—Hoya Intermediate	$	13,427		$	69,420		$	70,794
Hoya Topco’s weighted average % allocation of Hoya Intermediate's net income		36.3	%		55.6	%		59.5	%
Net income attributable to Hoya Topco's redeemable noncontrolling interests	$	4,877		$	38,605		$	42,117

Schedule of Earnings Per Share, Basic and Diluted


	Years Ended December 31,
	2024			2023			2022
Numerator—basic
Net income	$	14,302		$	113,141		$	70,779
Less: net income attributable to redeemable noncontrolling interests		(4,877	)		(38,605	)		(42,117	)
Net income attributable to Class A common stockholders—basic		9,425			74,536			28,662
Denominator—basic
Weighted average Class A common stock outstanding—basic		132,330,914			92,678,514			80,257,247
Net income per Class A common stock—basic	$	0.07		$	0.80		$	0.36

Numerator—diluted
Net income attributable to Class A common stockholders—basic	$	9,425		$	74,536		$	28,662
Weighted average effect of dilutive securities:
RSUs		8			79			6
Redeemable noncontrolling interests		2,310			(23,401	)		42,056
Exercise Warrants		—			—			55
Net income attributable to Class A common stockholders—diluted		11,743			51,214			70,779
Denominator—diluted
Weighted average Class A common stock outstanding—basic		132,330,914			92,678,514			80,257,247
Weighted average effect of dilutive securities:
RSUs		586,713			424,954			28,228
Redeemable noncontrolling interests		76,225,000			105,773,973			118,200,000
Exercise Warrants		—			—			258,906
Weighted average Class A common stock outstanding—diluted		209,142,627			198,877,441			198,744,381
Net income per Class A common stock—diluted	$	0.06		$	0.26		$	0.36

Summary of Potentially Dilutive Securities


	Years Ended December 31,
	2024		2023		2022
RSUs		4,568,900		734,588		1,224,919
Stock options		7,401,783		8,807,848		6,300,837
Public Warrants and Private Warrants		13,286,644		13,286,644		13,286,644
Exercise Warrants		34,000,000		34,000,000		17,000,000
Intermediate Warrants		4,000,000		4,000,000		6,000,000

Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details)	Dec. 31, 2024
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	5 years
Purchased Software [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	3 years
Furniture [Member]
Property, Plant and Equipment [Line Items]
Property plant and equipment useful life, years	7 years

Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Summary of Outstanding Debt

The following table summarizes our long-term debt, net of unamortized debt issuance costs and current maturities as of December 31, 2024 and 2023 (in thousands):


	December 31,			December 31,
	2024			2023
2022 First Lien Loan	$	—		$	270,188
Shoko Chukin Bank Loan		—			2,954
2024 First Lien Loan		393,025			—
Outstanding debt		393,025			273,142
Less: unamortized debt issuance costs		(4,115	)		(4,577	)
Long-term debt		388,910			268,565
Less: current maturities of long-term debt		(3,950	)		(3,933	)
Long-term debt – net	$	384,960		$	264,632

Summary of Future Maturities of Outstanding Debt

The following table summarizes the future maturities of our outstanding debt, which entirely consists of the 2024 First Lien Loan, as of December 31, 2024 (in thousands):


	2024 First Lien Loan
2025	$	3,950
2026		3,950
2027		3,950
2028		3,950
2029		377,225
Future maturities of outstanding debt	$	393,025

Leases (Additional Information) (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Dec. 31, 2024	Apr. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Leases [Abstract]
Right-of-use assets obtained in exchange for lease obligations	$ 300		$ 4,663	$ 0	$ 3,406
Renewal lease term	5 years		5 years
lease payments		$ 500				$ 16,200
Operating Leases, Rent Expense, Net						$ 0
Tenant Improvement Allowance	$ 600		$ 600	6,500
leasehold improvement costs			600		6,500
Operating and variable lease expenses			3,000	2,000	3,600
Operating Lease, Payments, Use			$ 3,400	$ 1,200	$ 3,100

Equity

12 Months Ended

Dec. 31, 2024

Subsidiary of Limited Liability Company or Limited Partnership [Line Items]

Equity

17. Equity

Hoya Intermediate

Subsequent to the Merger Transaction, Hoya Intermediate has Intermediate Units authorized, issued, and outstanding.

Intermediate Units

As of December 31, 2024, 208,170,326 Intermediate Units were outstanding, which is equivalent to the total number of shares of our Class A common stock and Class B common stock outstanding, net of treasury stock. VSI holds 63.4% of the outstanding Intermediate Units as of December 31, 2024, with the remaining 36.6% representing the redeemable noncontrolling interest held by Hoya Topco.

VSI

Subsequent to the Merger Transaction, VSI has Class A common stock and Class B common stock authorized, issued, and outstanding.

Class A Common Stock

Holders of Class A common stock are entitled to full economic rights in VSI, including the right to receive dividends when and if declared by our Board, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock. Each holder of Class A common stock is entitled to one vote for each share held.

Class B Common Stock

Holders of Class B common stock are entitled to one vote for each share held but do not have economic rights in VSI. However, holders of Class B common stock receive one Intermediate Unit for each share, entitling them to economic rights in our operating entity, Hoya Intermediate (see Note 16, Redeemable Noncontrolling Interests). Holders of Class A common stock and Class B common stock vote as a single class on all matters requiring a shareholder vote. Following the Merger Transaction, the number of shares of Class A common stock and Class B common stock outstanding, net of treasury stock, is equal to the quantity of Intermediate Units outstanding.

Share Repurchases

On May 25, 2022, our Board authorized a share repurchase program for up to $40.0 million of our Class A common stock (the “2022 Share Repurchase Program”). The 2022 Share Repurchase Program was announced on May 26, 2022 and its authorization was fully utilized during the year ended December 31, 2022 and the three months ended March 31, 2023. As of December 31, 2023 and 2022, we repurchased approximately 5.3 million shares of our Class A common stock for approximately $40.0 million and approximately 4.3 million shares of our Class A common stock for approximately $32.5 million, respectively, under the 2022 Share Repurchase Program, for which we recorded approximately $0.1 million in commissions and excise taxes.

Pursuant to the underwriting agreement for the December 2023 Secondary Offering (defined below), we repurchased approximately 2.0 million shares of our Class A common stock from the underwriters at a price of $6.24 per share (the same price per share paid by the underwriters to Hoya Topco) on December 12, 2023.

On February 29, 2024, our Board authorized a share repurchase program for up to $100.0 million of our Class A common stock (the “2024 Share Repurchase Program”). The 2024 Share Repurchase Program was publicly announced on March 5, 2024 and does not have a fixed expiration date. As of December 31, 2024, we repurchased approximately 4.1 million shares of our Class A common stock for approximately $22.8 million under the 2024 Share Repurchase Program, for which we recorded approximately $0.1 million in commissions and excise taxes. As of December 31, 2024, approximately $77.2 million remained available for future repurchases under the 2024 Share Repurchase Program.

All of the above share repurchases were accounted for as equity transactions and are recorded in Treasury stock in the Consolidated Balance Sheets.

2023 Secondary Offerings

In 2023, Hoya Topco, as selling stockholder, completed the following public offerings of shares of our Class A common stock:

•

On May 22, 2023, it sold 16.0 million shares, and on June 15, 2023, it sold 2.4 million shares pursuant to the full exercise of the underwriters’ option to purchase additional shares (collectively, the “June 2023 Secondary Offering”). The shares were purchased by the underwriters for $7.68 per share and sold at a public offering price of $8.00 per share. Hoya Topco exchanged 18.4 million shares of our Class B common stock and 18.4 million Intermediate Units for the shares that it sold. We did not receive any proceeds from Hoya Topco’s sale of shares in the June 2023 Secondary Offering.

•

On December 12, 2023, it sold 23.6 million shares, which included 3.1 million shares sold pursuant to the full exercise of the underwriters’ option to purchase additional shares and 2.0 million shares repurchased by us (collectively, the “December 2023 Secondary Offering” and, together with the June 2023 Secondary Offering, the “2023 Secondary Offerings”). The shares were purchased by the underwriters for $6.24 per share and, other than the 2.0 million shares that we repurchased, sold at a public offering price of $6.50 per share. Hoya Topco exchanged 23.6 million shares of our Class B common stock and 23.6 million Intermediate Units for the shares that it sold. We did not receive any proceeds from Hoya Topco’s sale of shares in the December 2023 Secondary Offering.

During the year ended December 31, 2023, we recognized expenses of $1.5 million and $0.7 million for fees incurred in relation to the June 2023 Secondary Offering and the December 2023 Secondary Offering, respectively, both of which are recorded in General and administrative expenses in the Consolidated Statements of Operations.

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes in each component of accumulated other comprehensive income (loss) attributable to Class A common stockholders during the years ended December 31, 2024 and 2023 (in thousands):


	Unrealized Gain on Note		Foreign Currency Translation Adjustment			Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2023	$	—	$	—		$	—
Recognized in other comprehensive income		106		641			747
Balance at December 31, 2023		106		641			747
Recognized in other comprehensive loss		75		(1,702	)		(1,627	)
Balance at December 31, 2024	$	181	$	(1,061	)	$	(880	)

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Business Acquisition (Additional Information) (Details) $ in Thousands, ¥ in Millions							12 Months Ended
	Apr. 04, 2024 JPY (¥)	Nov. 03, 2023 USD ($) shares	Sep. 08, 2023 JPY (¥)	Sep. 08, 2023 USD ($)	Dec. 13, 2021 USD ($) shares	Oct. 18, 2021 shares	Dec. 31, 2024 USD ($) shares	Dec. 31, 2023 USD ($) shares	Dec. 31, 2022 USD ($) shares	Apr. 04, 2024 USD ($)
Business Acquisition [Line Items]
Business Combination, Price of Acquisition, Expected \| ¥			¥ 10,946.1
Long-term debt - net							$ 384,960	$ 264,632
Debt Instrument, Maturity Date	Jun. 24, 2026
Accrued expenses and other current liabilities							165,047	191,642
Definite-lived intangible assets							189,919	156,005
Goodwill - net							943,119	947,359	$ 715,258
Prepaid expenses and other current assets							32,607	34,061
Total loss before income taxes							$ 22,719	$ 70,942	69,189
Wavedashs Long Term Debt
Business Acquisition [Line Items]
Debt Interest Rate	1.27%									1.27%
Long-term debt - net	¥ 458.3									$ 458,300
long-term debt bank loan							In connection with the Wavedash Acquisition, we also assumed long-term debt owed to Shoko Chukin Bank (the “Shoko Chukin Bank Loan”) of JPY 458.3 mil (approximately $3.1 million)
Maximum [Member]
Business Acquisition [Line Items]
Long-term debt - net										$ 3,100
Class A Common Stock
Business Acquisition [Line Items]
Common Stock, Shares, Issued \| shares							143,819,497	141,167,311
Stock Issued During Period, Shares, Acquisitions \| shares						29,431,260
Betcha Sports Inc [Member]
Business Acquisition [Line Items]
Acquisition Date					Dec. 13, 2021
Business Acquisition, Percentage of Voting Interests Acquired					100.00%
Cash Earnouts					$ 3,400		$ 0	$ 1,000	2,100
Future milestone payments							9,500		1,100
Betcha Sports Inc [Member] \| Class A Common Stock
Business Acquisition [Line Items]
Cash consideration					$ 800
Stock Issued During Period, Shares, Acquisitions \| shares					2,100,000
Future milestone payments							0	6,000	$ 1,100
Future Milestone Payments, Shares \| shares									300,000
WD Holdings Co. [Member]
Business Acquisition [Line Items]
Acquisition Date			Sep. 08, 2023	Sep. 08, 2023
Business Acquisition, Percentage of Voting Interests Acquired			100.00%	100.00%
Business Combination, Price of Acquisition, Expected				$ 74,300
Long-term debt - net							2,546
Oil and Gas, Full Cost Method, Capitalized Cost Excluded from Amortization, Acquisition Cost, Period Cost								2,700
Goodwill - net							45,351
Prepaid expenses and other current assets							259
VDC Holdco, LLC [Member]
Business Acquisition [Line Items]
Acquisition Date		Nov. 03, 2023
Business Acquisition, Percentage of Voting Interests Acquired		100.00%
Purchase Price Consideration		$ 248,300
Cash consideration		152,800
Oil and Gas, Full Cost Method, Capitalized Cost Excluded from Amortization, Acquisition Cost, Period Cost								1,900
Equity consideration		$ 95,500
Increased in balance of Goodwill							500
Goodwill - net							185,276
Prepaid expenses and other current assets							2,175
Decrease in balance of prepaid expenses and other current assets							$ 500
Total loss before income taxes								$ 79,007	$ 74,026
VDC Holdco, LLC [Member] \| Class A Common Stock
Business Acquisition [Line Items]
Stock Issued During Period, Shares, Acquisitions \| shares		15,600,000

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	$ 44,238	$ 17,178	$ 7,732
Amortization of leases	1,697	818	2,170
Amortization of deferred financing costs	988	924	1,052
Equity-based compensation	50,429	27,614	19,053
Change in fair value of warrants	(4,044)	(971)	(8,227)
Loss on asset disposals	277	685	369
Change in fair value of derivative asset	800	(536)	0
Deferred income tax expense (benefit)	1,246	(44,859)	(1,853)
Non-cash interest income - net	(890)	(261)	0
Unrealized foreign currency loss (gain)	4,056	(2,177)	0
Change in fair value of contingent consideration	0	(998)	(2,065)
Adjustment of liabilities under TRA	(6,166)	574	0
Loss on extinguishment of debt	0	0	4,285
Changes in operating assets and liabilities:
Accounts receivable - net	9,776	(17,129)	(329)
Inventory - net	1,413	(8,184)	(1,010)
Prepaid expenses and other current assets	1,161	(1,176)	42,894
Accounts payable	(23,691)	53,817	(30,779)
Accrued expenses and other current liabilities	(30,164)	1,336	(94,415)
Deferred revenue	(10,870)	827	6,844
Long-term Lease Liabilities	(994)	0	0
Other assets and liabilities - net	358	6,697	(3,978)
Net cash provided by operating activities	53,922	147,320	14,375
Cash flows from investing activities
Purchases of property and equipment	(4,227)	(895)	(3,558)
Purchases of personal seat licenses	(737)	(542)	(165)
Investments in developed technology	(19,014)	(11,339)	(11,684)
Disbursement of 2024 Sponsorship Loan	(2,000)	0	0
Payments of Acquired Domain Name Obligation	(417)	0	0
Transfer of cash consideration during Acquisitions, net of cash acquired	0	(206,865)	(8)
Investment in Note and Warrant	0	(6,000)	0
Net cash used in investing activities	(26,742)	(225,641)	(15,415)
Cash flows from financing activities
Repurchases of Class A common stock	(22,982)	(20,092)	(32,494)
Tax distributions to redeemable noncontrolling interests	(10,014)	(14,304)	(5,245)
Payments of Shoko Chukin Bank Loan	(2,655)	(279)	0
Payments of deferred financing costs and other debt-related expenses	(315)	0	(4,856)
Payments of taxes related to net settlement of equity incentive awards	(714)	0	0
Payment of liabilities under TRA	(77)	0	0
Cash paid for milestone payments	0	(6,005)	(1,111)
Net cash provided by (used in) financing activities	86,079	(43,430)	(236,480)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(1,045)	1,895	0
Net increase (decrease) in cash and cash equivalents and restricted cash	112,214	(119,856)	(237,520)
Cash, cash equivalents, and restricted cash - beginning of period	132,434	252,290	489,810
Cash, cash equivalents, and restricted cash - end of period	244,648	132,434	252,290
Supplemental disclosure of cash flow information:
Cash paid for interest	19,498	19,330	14,794
Cash paid for income tax	5,469	4,021	0
Cash paid for operating lease liabilities	3,377	1,165	3,113
Equity-based compensation expense related to capitalized development costs	766	428	79
Right-of-use assets obtained in exchange for operating lease liabilities	4,663	0	3,406
Property and equipment acquired through tenant improvement allowance	651	0	6,472
Domain obtained through Acquired Domain Name Obligation	17,348	0	0
Reduction of deferred tax assets under the repurchases of Class A common stock, net of tax impacts	1,952	0	0
Transfer of non-cash consideration during Vegas.com Acquisition	0	95,497	0
Establishment of liabilities under TRA	0	165,202	0
Establishment of deferred tax assets under 2023 Secondary Offerings and other equity transactions	0	67,073	0
Seat Images [Member]
Cash flows from investing activities
Purchases of seat images	(347)	0	0
Hoya Intermediate, LLC
Cash flows from operating activities
Net income	14,302	113,141	70,779
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	44,238	17,178	7,732
Change in fair value of contingent consideration	0	(998)	(2,065)
Loss on extinguishment of debt	0	0	(4,285)
2024 First Lien Loan
Cash flows from financing activities
Payments of Loan	(1,975)	0	0
Proceeds from 2024 First Lien Loan	125,500	0	0
2017 Term Loans
Cash flows from financing activities
Payments of Loan	0	0	(465,712)
2022 First Lien Loan
Cash flows from financing activities
Payments of Loan	(689)	(2,750)	(2,062)
Proceeds of Loan	$ 0	$ 0	$ 275,000

Debt - Summary of Future maturities of our outstanding debt (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
2025	$ 3,950
2026	3,950
2027	3,950
2028	3,950
2029	377,225
Future maturities of outstanding debt	$ 393,025	$ 273,142

Equity (Tables)

12 Months Ended

Dec. 31, 2024

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Shedule of Changes in Each Component of AOCL, Net of Tax Effect


	Unrealized Gain on Note		Foreign Currency Translation Adjustment			Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2023	$	—	$	—		$	—
Recognized in other comprehensive income		106		641			747
Balance at December 31, 2023		106		641			747
Recognized in other comprehensive loss		75		(1,702	)		(1,627	)
Balance at December 31, 2024	$	181	$	(1,061	)	$	(880	)

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss	$ 12,487	$ 11,972
Interest carryforwards	20,126	16,689
Investment in partnerships	28,446	44,894
Tax Receivable Agreement	38,232	40,994
Equity-based compensation	3,797	2,665
Other	3,037	1,914
Deferred tax assets	106,125	119,128
Less: valuation allowance	(26,182)	(32,318)	$ (118,734)	$ (145,668)
Total deferred tax assets - net	79,943	86,810
Intangibles assets	6,779	9,841
Other	61	1,848
Total deferred tax liabilities	6,840	11,689
Net deferred tax asset / (liabilities)	$ 73,103	$ 75,121