#1Vividseats Q3 2023 Financial Results November 7, 2023 (Nasdaq: SEAT)#2Agenda 01 02 03 04 Business Highlights & Updates Stan Chia, Chief Executive Officer Vegas.com Acquisition Stan Chia, Chief Executive Officer Financial Results Lawrence Fey, Chief Financial Officer Q&A Stan Chia, Chief Executive Officer Lawrence Fey, Chief Financial Officer#3Important Disclaimers Forward-Looking Statements This presentation contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements in this presentation relate to, without limitation: our future results of operations and financial position, including our expectations regarding Marketplace GOV, Revenues, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA to cash conversion and the impact of our investments; our expectations with respect to live event industry growth; our competitive positioning; our business strategy; and the plans and objectives of management for future operations. Words such as "estimate," "project," "expect," "anticipate," "forecast," "plan," "intend," "believe," "seek," "may," "will," "should," "future" and "propose," as well as similar expressions which predict or indicate future events or which do not relate to historical matters, are intended to identify such forward-looking statements. Forward-looking statements are not guarantees of future performance, conditions or results, and are subject to risks, uncertainties and assumptions, many of which are outside of our control. Important factors that could cause actual results or outcomes to differ materially from those anticipated in the forward-looking statements include, but are not limited to: the supply and demand of large-scale sporting events, concerts and theater shows; our relationships with buyers, sellers and distribution partners; changes in internet search engine algorithms or in marketplace rules; competition in the ticketing industry; the willingness of artists, teams and promoters to continue to support the secondary ticket market; our ability to maintain and improve our platform and brand or to develop successful new solutions and enhancements or improve existing ones; the impact of potential unfavorable legislative developments; the impact of our acquisitions and strategic investments; our successful integration of Wavedash and Vegas.com; the effects of any recession and inflation; ongoing and future effects of pandemics; our ability to generate sufficient cash flows or raise additional capital necessary to fund our operations; the impact of system interruption and the lack of integration and redundancy in our systems and infrastructure; the impact of cyber security risks, data loss or other breaches of our network security; our being a controlled company; and other factors detailed in the "Risk Factors" sections of our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this presentation. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Use of Non-GAAP Financial Measures We present Adjusted EBITDA and Adjusted EBITDA margin, which are non-GAAP financial measures, because they are measures frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Further, we believe these measures are helpful in highlighting trends in our operating results because they exclude the impact of items that are outside the control of management or not reflective of ongoing performance related directly to the operation of our business. These non-GAAP financial measures are key measures used by our management internally to make operating decisions, including those related to analyzing operating expenses, evaluating performance, and performing strategic planning and annual budgeting. Moreover, we believe these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our results of operations, as well as provide a useful measure for making period-to-period comparisons of our business performance and highlighting trends in our operating results. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. These non-GAAP financial measures do not reflect all amounts associated with our operating results as determined in accordance with GAAP and may exclude recurring costs, such as interest expense, equity-based compensation, litigation, settlements and related costs, change in fair value of warrants, change in fair value of derivative assets and foreign currency revaluation (gains)/losses. In addition, other companies may calculate similarly titled non-GAAP financial measures differently than us, thereby limiting their usefulness as a comparative tool. We compensate for these limitations by providing specific information regarding the GAAP amounts excluded from these non-GAAP financial measures. See the "Non-GAAP Reconciliations" section of this presentation for a reconciliation of these non- GAAP financial measures to their most directly comparable GAAP measures. Vividseats#4Business Highlights & Updates Stan Chia, Chief Executive Officer Vividseats#5Q3 2023 Highlights Marketplace GOV ¹ $999M Revenues $188M Adjusted EBITDA² $33M Record Marketplace GOV & outstanding 28% YOY growth driven by broad-based strength across performers and teams Brand and loyalty initiatives yielding attractive returns with repeat rates trending higher and above expectations Closed two strategically accretive, TAM accretive and financially accretive acquisitions³ (1) Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on our platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during that period. (2) Adjusted EBITDA is a non-GAAP financial measure. See the "Non-GAAP Reconciliations" section of this presentation for a reconciliation of Adjusted EBITDA to Net income. Q3'23 Net income was $16.0M. (3) Vegas.com acquisition closed subsequent to Q3 2023.#6Vivid Seats Acquires Vegas.com Stan Chia, Chief Executive Officer Vividseats#7Vegas.com - Leading Provider in Entertainment Capital of U.S. $240M Transaction Value Funded with 63% cash and 37% equity¹ Strategic asset in coveted market ● Two-sided marketplace with local market authority Strategic partnerships provide comprehensive inventory Attractive $6B+ TAM Consistent Las Vegas tourism growth with supply tailwinds from new venues, new teams, artist residencies and headline events (F1 Grand Prix, 2024 Super Bowl) ● Large and growing TAM across local shows, tours & attractions (Cirque du Soleil, magic, comedy) Opportunity to replicate model in other entertainment hubs Compelling Financial Profile Increased scale and reach Healthy EBITDA margins Accretive multiple Long-term Upside from Strategic Synergies Promote Vivid Seats brand and loyalty program to Vegas.com customers Increase nationwide brand awareness (1) Transaction valued at approximately $240M ($151.2M in cash and $88.8M in equity as Class A Common Stock of Vivid Seats Inc.) Enhanced Nationwide Brand Awareness VEGAS Travel to Vegas 7 EX Purchase Tickets on Vegas.com Enroll in Vivid Seats Rewards Purchase Tickets on Vivid Seats back home#8Strategic and Financial Enhancement Through M&A Utilized our balance sheet and robust cash flow to acquire two strategic assets that enhance scale, increase TAM and expand capabilities in a financially accretive manner STRATEGICALLY ACCRETIVE TAM ACCRETIVE FINANCIALLY ACCRETIVE LEADING MARKET POSITION SYNERGISTIC UPSIDE VEGAS.COM << WAVEDASH#9Financial Results Lawrence Fey, Chief Financial Officer Vividseats#10Marketplace GOV and Revenues (in thousands) $742,138 $814,817 Q1 2022 Q2 2022 Marketplace GOV¹ $781,834 $845,965 $855,528 $953,739 $998,933 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 $130,772 $147,694 Q1 2022 Q2 2022 Revenues $156,818 $164,990 $161,063 Q3 2022 Q4 2022 Q1 2023 $165,380 $188,133 Q2 2023 Q3 2023 (1) Marketplace GOV represents the total transactional amount of Marketplace segment orders placed on our platform in a period, inclusive of fees, exclusive of taxes, and net of event cancellations that occurred during that period.#11Net Income and Adjusted EBITDA (in thousands) Net Income margin % $3,138 2% $24,060 16% GAAP Net Income¹ $18,747 12% $24,834 15% $30,272 19% $38,326 23% $16,018 9% Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 $21,012 16% Adj. EBITDA margin % $30,329 21% Adjusted EBITDA² $28,284 18% $33,700 20% $42,435 26% $31,077 19% $33,367 18% Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 (1) Represents consolidated net income before allocation to noncontrolling interests. (2) Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures. See the "Non-GAAP Reconciliations" section of this presentation for a reconciliation of Adjusted EBITDA to net income and Adjusted EBITDA margin to net income margin.#122023 Financial Guidance Key Financial Metrics Marketplace GOV Revenues Adjusted EBITDA¹ 3/7/23 $3.00B to $3.30B $580M to $610M $110M to $115M 5/9/23 $3.15B to $3.40B $605M to $630M $115M to $130M Change ↑ ↑ ↑ 8/8/23 $3.40B to $3.60B $630M to $650M $125M to $135M Change ↑ ↑ ↑ 11/7/23 $3.75B to $3.90B $685M to $705M $136M to $142M Change ↑ ↑ ↑ (1) Adjusted EBITDA is a non-GAAP financial measure. See "Important Disclaimers." We calculate forward-looking Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking net income, the most directly comparable GAAP measure. We do not provide a reconciliation of forward-looking Adjusted EBITDA to forward-looking net income because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts.#13Initial 2024 Financial Guidance Reflects strategic acquisitions + continued organic growth Key Financial Metrics Marketplace GOV Revenues Adjusted EBITDA¹ 11/7/23 $4.20B to $4.50B $810M to $840M $170M to $180M YOY Growth² +13% +19% +26% (1) Adjusted EBITDA is a non-GAAP financial measure. See "Important Disclaimers." We calculate forward-looking Adjusted EBITDA based on internal forecasts that omit certain information that would be included in forward-looking net income, the most directly comparable GAAP measure. We do not provide a reconciliation of forward-looking Adjusted EBITDA to forward-looking net income because forecasting the timing or amount of items that have not yet occurred and are out of our control is inherently uncertain and unavailable without unreasonable efforts. (2) 2024 vs 2023 financial guidance midpoints#14(1) Post Acquisition Balance Sheet and Cash Flow Profile¹ 60-70% Adj. EBITDA to Cash Conversion² $117M Sizable Cash Balance Reflects 9/30/23 balance sheet less $151.2M cash to acquire Vegas.com (63% cash/37% equity) based on approximate transaction value (2) Reflects projected increase in cash balance excluding strategic acquisitions, share repurchases and debt paydown (if any), compared to Adjusted EBITDA (3) Reflects long-term debt, gross (4) Net leverage calculated as excess of debt balance over cash balance, divided by 2024 Adj. EBITDA guidance (midpoint) (5) Reflects 9/30/23 shares outstanding plus Class A shares issued to acquire Vegas.com Strategic Flexibility $100M Undrawn Credit Facility <1.0x Net Leverage $274M³ Low Debt Balance 212M5 Shares Outstanding (Class A + B)#15Closing Remarks Stan Chia, Chief Executive Officer Vividseats#16Key Takeaways 1 2 3 Strong and Pervasive Industry Growth Long-term tailwinds favoring live events are clear and we continue to execute strongly with accelerating growth in Q3. We are excited for a strong close to 2023 and to reach new heights in 2024. Investments Yielding Repeat Rate Improvement Buyer repeat rates are increasing and pacing ahead of our expectations. With encouraging results from brand and loyalty initiatives, we are leaning in and driving long-term stickiness on our platform. Strategic and Financial Enhancement Through M&A Our flexible balance sheet and strong cash generation allow us to drive value through strategically accretive, TAM accretive and financially accretive acquisitions.#17Q+A#18Thank You [email protected]#19Capital Structure as of 9/30/23¹ CLASS A Publicly traded (SEAT) EPS calculation reflects -49% economic interest and ~49% shares outstanding 196M Shares Outstanding² as of 9/30/23 Class A 96.5 Class B 99.8 Consolidated financial statements reflect entirety of operations Class A and Class B holders have equivalent per share economic interests in operating entity (1) Before Vegas.com acquisition in November and issuance of ~15M Class A shares (2) Shares outstanding, net of treasury stock. CLASS B Privately held by PE investors Convertible 1-for-1 into Class A#20Supplementary Financial Data - Q3 2023 (in thousands) Revenues: Concerts Sports Theater Other Total Marketplace revenues Revenues Cost of revenues Marketing and selling Contribution margin Revenues Marketplace Revenues by Event Category Cost of revenues Marketing and selling Contribution margin 2023 $87,142 52,169 14,788 289 $154,388 Marketplace $154,388 23,923 77,006 $53,459 Three Months Ended September 30, Marketplace $130,542 17,950 66,323 $46,269 2022 $63,802 52,812 13,526 402 Segment Contribution Margin $130,542 Three Months Ended September 30, 2023 Resale $33,745 26,539 0 $7,206 Three Months Ended September 30, 2022 Resale $26,276 19,667 0 $6,609 % Change 37% -1% 9% -28% 18% Consolidated $188,133 50,462 77,006 $60,665 Consolidated $156,818 37,617 66,323 $52,878 Numerator-basic: Net income Less: Income attributable to redeemable noncontrolling interests Net income attributable to Class A Common Stockholders-basic Denominator-basic: EPS Weighted average Class A common stock outstanding-basic Net income per Class A common stock-basic Numerator-diluted: Net income attributable to Class A Common Stockholders-basic Net income effect of dilutive securities: Effect of Noncontrolling Interests Effect of Exercise Warrants Effect of RSUS Net income attributable to Class A Common Stockholders-diluted Denominator-diluted: Weighted average Class A common stock outstanding-basic Weighted average effect of dilutive securities: Effect of Noncontrolling Interests Effect of Exercise Warrants Effect of RSUS Weighted average Class A common stock outstanding-diluted Net income per Class A common stock-diluted Three Months Ended September 30, 2023 $16,018 9,341 6,677 96,407,327 $0.07 $6,677 15 6,692 96,407,327 455,572 96,862,899 $0.07 2022 $18,747 11,084 7,663 81,996,447 $0.09 $7,663 1 7,664 81,996,447 27,016 82,023,463 $0.09#21Supplementary Financial Data Historical AOS¹ 329 299 285 355 Average Order Size ($) 397 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 20 405 303 385 368 Q2 2021 Q3 2021 Q4 2021 Q1 2022 338 304 388 - (1) Average Order Size ("AOS") is calculated by dividing Marketplace GOV by Total Marketplace orders. (2) 2020 omitted due to pandemic distortion. 376 3-4% CAGR 363 331 2022 Q3 2022 Q4 2022 Q1 2023 Q2 023 Q3 2023 37 Marit#22Non-GAAP Reconciliations (in thousands except for percentages) Net income/ Net income margin Income tax expense (benefit) Interest expense - - net Depreciation and amortization Sales tax liability (¹) Transaction costs (²) Equity-based compensation (³) Loss on extinguishment of debt (4) Litigation, settlements and related costs (5) Change in fair value of warrants (6) Change in fair value of derivative asset(7) Change in fair value of contingent consideration Loss on asset disposals(8 Foreign currency revaluation losses (10) Adjusted EBITDA / Adjusted EBITDA margin 2022 Q1 2022 Q2 2022 $3,138 $24,060 $76 $3,942 $1,385 $922 $1,402 $3,597 $4,285 -$14 $1,009 $2,279 -$8,832 $2,699 $1,726 $2,010 $2,345 $5,312 Q3 2022 $18,747 $118 $2,901 $2,158 -$118 $538 $5,073 $89 -$65 -$1,220 $63 $21,012 $30,329 $28,284 Q4 2022 $24,834 -$1,784 $3,316 $2,463 $555 $5,071 $1,393 -$1,609 -$845 $306 $33,700 Q1 2023 Q2 2023 Q3 2023 $30,272 $38,326 $16,018 $285 -$24,485 $2,595 $3,280 $2,772 $2,544 $2,598 $2,704 $3,301 $456 $5,530 $300 -$327 2023 $34 $7 $4,488 $7,380 -$66 $1,000 -$1,052 $10 $42,435 $31,077 $2,290 $7,578 Q1 2022 2.4% 0.1% 3.0% 1.1% 0.7% 1.1% 2.8% 3.3% 0.0% 1.7% $26 -$1,664 $83 $20 $34 $542 $33,367 16.1% 2022 Q2 2022 | Q3 2022 12.0% 0.1% 1.8% 1.4% -0.1% 0.3% 3.2% 16.3% 1.8% 1.2% 1.4% 1.6% 3.6% 0.7% -6.0% 20.5% 0.1% 0.0% -0.8% 0.0% 18.0% Q4 2022 15.1% -1.1% 2.0% 1.5% 0.3% 3.1% 0.8% -1.0% -0.5% 0.2% 20.4% Q1 2023 18.8% 0.2% 2.0% 1.6% 0.3% 3.4% 0.2% -0.2% 0.0% 0.0% 26.3% 2023 (6) This relates to the revaluation of warrants to purchase common units of Hoya Intermediate, LLC held by Hoya Topco, LLC following the Merger Transaction. (7) This relates to the revaluation of derivatives recorded at fair value. (8) This relates to the revaluation of Vivid Picks cash earnouts. (9) This relates to asset disposals, which are not considered indicative of our core operating performance. (10) This relates to unrealized foreign currency revaluation losses from the remeasurement of non-operating assets and liabilities denominated in non-functional currencies on the balance sheet date. Q2 2023 23.2% -14.8% 1.7% 1.6% 2.7% 4.5% 0.0% 0.6% -0.6% 0.0% 18.8% Q3 2023 8.5% 1.4% 1.4% 1.8% 1.2% 4.0% 0.0% -0.9% 0.0% 0.0% 0.0% 0.3% 17.7% Notes: (1) We have historically incurred sales tax expense in jurisdictions where we expected to remit sales tax payments but were not yet collecting from customers. During the second half of 2021, we began collecting sales tax from customers in the required jurisdictions. The sales tax liability presented herein represents the tax liability for sales tax prior to the date we began collecting sales tax from customers reduced by abatements received, inclusive of any penalties and interest assessed by the jurisdictions. The remaining historic sales tax liability payments were made during the year ended December 31, 2022. (2) This consists of legal, accounting, tax and other professional fees; personnel-related costs, which consist of retention bonuses; and integration costs. Transaction costs recognized in 2023 were primarily related to a secondary offering of our Class A common stock and our acquisitions and strategic investments. Transaction costs recognized in 2022 were primarily related to our acquisitions and strategic investments, the refinancing of the June 2017 First Lien Loan with the February 2022 First Lien Loan and our exchange offering of shares of our Class A common stock for properly tendered public warrants. (3) We incur equity-based compensation expenses for profits interests issued prior to the merger transaction with Horizon Acquisition Corporation (the "Merger Transaction") and equity granted pursuant to the 2021 Incentive Award Plan, which we do not consider to be indicative of our core operating performance. (4) Losses incurred resulted from the extinguishment of the June 2017 First Lien Loan in February 2022. (5) This relates to external legal costs, settlement costs and insurance recoveries, which were unrelated to our core business operations.