SCHEDULE: GTCR Group Boosts Vivid Seats Stake to 36.2% Post-Restructuring

GTCR Investment XI LLC and its affiliates now beneficially own 36.2% of Vivid Seats Inc.'s Class A Common Stock following a corporate simplification and distribution from Hoya Topco.

Summary

• GTCR Investment XI LLC and its affiliates (the "Reporting Persons") have become beneficial owners of 3,947,483 shares of Vivid Seats Inc. Class A Common Stock, representing 36.2% of the outstanding shares.
• This ownership change resulted from a Corporate Simplification Agreement (CSA) dated October 19, 2025, which aimed to simplify Vivid Seats' corporate structure by facilitating the dissolution and winding up of Hoya Topco, LLC and certain affiliates.
• As part of the CSA, Hoya Topco, LLC distributed its Class A Common Stock to the Reporting Persons on October 31, 2025.
• The Reporting Persons also assumed the rights and obligations under the Amended and Restated Registration Rights Agreement and the Stockholders' Agreement, both originally dated October 18, 2021.
• The Reporting Persons acquired these securities for investment purposes and intend to continuously review their investment in the Issuer.

Sentiment

Score: 6

Explanation: The corporate simplification and consolidation of a significant ownership stake by a sophisticated investment group like GTCR is generally a neutral to slightly positive development, suggesting potential for strategic oversight and value creation, though the stated intent to consider 'extraordinary corporate transactions' introduces some uncertainty.

Positives

• The corporate simplification could streamline operations and governance for Vivid Seats Inc.
• A significant ownership stake by a major investment group like GTCR may signal confidence in the Issuer's long-term prospects.
• The assumption of existing agreements (Registration Rights and Stockholders' Agreement) by the Reporting Persons ensures continuity of certain shareholder rights and obligations.

Negatives

• The filing does not explicitly detail any negative aspects. The potential for future extraordinary corporate transactions could be viewed as a negative by some shareholders if it leads to unfavorable terms.

Risks

• The Reporting Persons may acquire additional securities, sell existing holdings, or engage in discussions with management and the Board regarding extraordinary corporate transactions.
• Potential extraordinary corporate transactions include mergers, reorganizations, take-private transactions (which could lead to de-listing or de-registration), sales or acquisitions of assets or businesses, changes to capitalization or dividend policy, or changes in management or Board composition.
• These potential actions could significantly alter the Issuer's business or corporate structure and impact other shareholders.

Future Outlook

The Reporting Persons intend to review their investment in Vivid Seats Inc. on an ongoing basis and may consider various actions, including acquiring or selling securities, or engaging in discussions regarding potential extraordinary corporate transactions such as mergers, take-private transactions, asset sales, or changes to the company's capitalization, dividend policy, management, or board composition.

Industry Context

This filing reflects a significant change in the ownership structure of Vivid Seats Inc., a major player in the online ticket marketplace. Such large-scale beneficial ownership changes by private equity groups like GTCR can signal strategic shifts or increased investor activism within the industry, potentially influencing future competitive dynamics or consolidation efforts.

Corporate Governance

Related Party Transactions

• The distribution of Class A Common Stock from Hoya Topco, LLC to the Reporting Persons as part of the Corporate Simplification Agreement.

Stakeholder Impact

• Shareholders: The significant ownership stake by GTCR and their stated intent to potentially pursue extraordinary corporate transactions could lead to changes in company strategy, capital structure, or even ownership, impacting the value and liquidity of other shareholders' investments.
• Management/Board: The Reporting Persons may engage in discussions with management and the Board, potentially influencing strategic decisions or even the composition of the Board.

Next Steps

• Reporting Persons will continue to review their investment in Vivid Seats Inc.
• Reporting Persons may acquire additional securities or sell existing holdings.
• Reporting Persons may engage in discussions with Vivid Seats management, Board, and other securityholders regarding potential extraordinary corporate transactions.
• Reporting Persons may retain consultants and advisors and discuss with potential capital sources and third parties to facilitate consideration of such matters.

Key Dates

Keywords

Vivid Seats, GTCR, Schedule 13D, beneficial ownership, Class A Common Stock, corporate simplification, Hoya Topco, investment, shareholder agreement, registration rights