Vivid Seats (NASDAQ:SEAT) reported a return to year-over-year growth in marketplace gross order value and adjusted EBITDA in the third quarter of 2026, while announcing an agreement in principle with most of its term loan lenders on a recapitalization that would reduce its debt.
The ticket marketplace recorded $624 million in marketplace gross order value, or GOV, up from $618 million a year earlier. Adjusted EBITDA rose 81% to $9 million from $5 million in the third quarter of 2025, Chief Financial Officer Joe Thomas said on the company’s earnings call.
Growth in Vivid Seats’ own properties and private-label business was partially offset by softness in Las Vegas and Japan, Thomas said. He attributed the improvement in adjusted EBITDA to operating efficiency and financial discipline, including reductions in fixed expenses over the past year.
Recapitalization Would Reduce Debt
Chief Executive Officer Larry Fey said the company had reached an agreement in principle with a substantial majority of its term loan lenders on the material terms of a comprehensive recapitalization. Vivid Seats expects to sign a formal transaction support agreement shortly, and closing remains subject to customary conditions, he said.
Thomas said the contemplated transaction would reduce gross leverage by more than $200 million through a debt-for-equity exchange, provide $60 million in new capital and extend debt maturities. Asked whether the debt reduction was net of the new financing, Fey said total debt after the transaction would be $200 million lower than before it.
Craig-Hallum analyst Ryan Sigdahl raised the possibility of substantial dilution for existing shareholders and asked what other options had been considered. Fey did not provide equity terms, but said the company and its lenders had examined numerous approaches over the preceding six months. He said further details were expected in the coming days.
Fey also addressed a decline in accounts payable, saying it reflected World Cup transactions that had been paid out after the second quarter and the timing of weekly seller payments. The third quarter ended on a Wednesday, the company’s regular payment day, contributing to lower cash and accounts payable balances at quarter-end, he said.
Guidance and 2027 Industry Outlook
Vivid Seats reaffirmed its 2026 forecast for marketplace GOV of $2.3 billion to $2.6 billion and adjusted EBITDA of $34 million to $40 million.
Fey said the range of potential fourth-quarter outcomes depended largely on the upcoming calendar of ticket on-sales, as well as competitive conditions. Sparse event announcements can intensify competition for available business, he said.
Looking ahead to 2027, Fey said his base case remained mid-single-digit industry growth excluding the World Cup, despite some hesitation about the on-sale calendar. Including the World Cup comparison, he expects the industry to be closer to flat, or slightly lower. He described on-sale activity from September through early November as fairly muted overall.
Fey also discussed the potential effect of a Major League Baseball labor disruption. MLB represents a mid-single-digit percentage of annual GOV, he said, and a complete loss of the season would be a reasonable starting assumption for a 5% to 6% GOV headwind. The effect of losing only the first third of the season would likely be less than a third of that amount because spring contributes less than the summer and playoff periods, he said.
The World Cup contributed approximately $2 million in adjusted EBITDA in July, according to Fey.
App and Customer Experience
Vivid Seats continued to increase the share of GOV transacted through its app year over year, Fey said, though the app has not yet reached the company’s longer-term goal of handling a majority of its business. Excluding what he described as unusual World Cup-related traffic and behavior during the summer, retention and repeat metrics appeared to be growing year over year, he said.
The company is developing a refreshed and expanded approach to loyalty intended to give customers more reasons to return to and keep the app. Fey said deployment was expected in the first quarter of 2027.
Fey said Vivid Seats had also simplified checkout from four steps to one and was refreshing how it presents seat maps and inventory. The company expects to complete an end-to-end product rebuild sometime in the first quarter, he said. Another priority is reducing customer anxiety about when and how tickets will be delivered, including through improved messaging and follow-up.
On demand, Fey said Vivid Seats’ own properties continued to show consumer health, with fluctuations primarily tied to the event calendar. In Las Vegas, however, he said the company had seen pressure on lower-end consumers, while higher-end customers were holding up better.
Fey said the company’s near-term focus after the recapitalization would be on operations and product improvements, with opportunities to expand internationally and pursue more private-label business. Successful execution could eventually support acquisitions, he said.
About Vivid Seats (NASDAQ:SEAT)
Vivid Seats Inc (NASDAQ: SEAT) operates an online marketplace that connects fans with ticket sellers for live entertainment and sporting events. Through its website and mobile applications, the company offers tickets to concerts, professional and college sports, theater productions, comedy shows and other events.
The platform is designed to support the full ticket-buying process, including event discovery, ticket selection and digital delivery. Vivid Seats also provides tools and services for ticket sellers and event organizers, while its Vivid Seats Rewards program is intended to encourage repeat purchases through customer benefits.
Founded in 2011, Vivid Seats is headquartered in Chicago and primarily serves customers in the United States and Canada.
