Form 4: Hoya Topco Completes Vivid Seats Share, Warrant Distribution

Hoya Topco, a 10% owner of Vivid Seats Inc., reported a series of transactions including the termination of a Tax Receivable Agreement and the distribution of all its Class A and Class B common stock, LLC units, and warrants to its members.

Summary

• Hoya Topco, LLC, a 10% owner of Vivid Seats Inc. (SEAT), reported significant changes in its beneficial ownership, reflecting the impact of Vivid Seats' 1-for-20 reverse stock split effective August 5, 2025.
• On October 30, 2025, Hoya Topco distributed 1,506,737 shares of Class B Common Stock, 1,506,737 LLC Units of Hoya Intermediate, LLC, and 79,068 Class B Warrants to its members for no consideration.
• On October 31, 2025, Hoya Topco acquired 243,691 shares of Class A Common Stock as consideration for the complete termination of the Tax Receivable Agreement (TRA) dated October 18, 2021.
• Also on October 31, 2025, Hoya Topco converted 2,304,513 shares of Class B Common Stock and an equal number of LLC Units of Hoya Intermediate, LLC into 2,304,513 shares of Class A Common Stock.
• Following these conversions and acquisitions, Hoya Topco distributed all its remaining 2,548,204 shares of Class A Common Stock to its members for no consideration.
• Concurrently, all Class B Warrants were cancelled and converted into 200,000 Class A Warrants (100,000 at a $200 strike price and 100,000 at a $300 strike price), which were then also distributed to Hoya Topco's members.
• As a result of these transactions, Hoya Topco, LLC no longer beneficially owns any Class A Common Stock, Class B Common Stock, LLC Units, or Warrants of Vivid Seats Inc.

Sentiment

Score: 6

Explanation: The transactions are primarily a restructuring and distribution by a major shareholder, which is neutral. The termination of the TRA is a positive simplification for Vivid Seats, removing a complex future obligation. However, the complete divestment of direct beneficial ownership by Hoya Topco could be seen as a slight negative for institutional commitment.

Positives

• The termination of the Tax Receivable Agreement (TRA) simplifies Vivid Seats' financial obligations and removes a potential future liability, streamlining its financial structure.
• The conversion of Class B shares and LLC units into Class A shares simplifies the capital structure for the reporting person's holdings prior to their distribution.

Negatives

• Hoya Topco, a significant 10% owner, has fully divested its direct beneficial ownership in Vivid Seats by distributing all its shares and warrants to its members, which could be interpreted as a lack of direct institutional commitment from Hoya Topco itself.

Risks

• The distribution of shares by a 10% owner could lead to increased selling pressure if the individual members decide to sell their newly acquired shares in the open market.
• While simplifying obligations, the termination of the TRA means Vivid Seats will not benefit from future tax deductions that might have been associated with the agreement.

Future Outlook

The termination of the Tax Receivable Agreement removes a future financial obligation for Vivid Seats, simplifying its long-term financial structure. The distribution of shares by Hoya Topco shifts direct ownership to its members, potentially increasing the public float over time.

Industry Context

This is an insider transaction report specific to Vivid Seats Inc. and its major shareholder, Hoya Topco, LLC. It reflects a significant ownership restructuring rather than broader industry trends in the online ticketing sector.

Corporate Governance

Related Party Transactions

• Hoya Topco, LLC is a 10% owner of Vivid Seats Inc., making all transactions between them related party.
• The pro-rata distributions of securities and warrants by Hoya Topco to its members are also related party transactions within Hoya Topco's structure.
• The acquisition of Class A Common Stock by Hoya Topco as consideration for terminating the Tax Receivable Agreement with Vivid Seats Inc. is a related party transaction.

Stakeholder Impact

• Shareholders: The termination of the TRA could be seen as positive for all shareholders due to a simplified financial structure. The distribution of shares by Hoya Topco means a larger float of shares potentially available in the market, depending on the actions of Hoya Topco's members.
• Hoya Topco Members: Directly receive shares and warrants of Vivid Seats Inc., gaining direct ownership and control over these assets.

Next Steps

• The individual members of Hoya Topco, LLC now directly hold the distributed Vivid Seats shares and warrants. Their future actions, such as selling shares, will be reported via their own Form 4 filings if they are insiders.

Key Dates

Recommendation

The filing details a significant restructuring of a major shareholder's holdings and the termination of a complex agreement. While the TRA termination is a positive for Vivid Seats, the complete distribution of shares by Hoya Topco means a large block of shares is now in the hands of individual members, whose future selling behavior is unknown. This creates uncertainty, but the underlying business operations are not directly impacted by this Form 4. Therefore, a 'hold' recommendation is appropriate until further operational or market-related news emerges.

Keywords

Vivid Seats, SEAT, Hoya Topco, Form 4, insider transaction, beneficial ownership, stock split, Tax Receivable Agreement, TRA, Class A Common Stock, Class B Common Stock, LLC Units, Warrants, distribution