Vivid Seats terminates TRA, eliminates dual-class stock, expects up to $180M tax savings

Vivid Seats Inc.

Terminates Tax Receivable Agreement, eliminating $6M cash payments due Q1 2026 and up to $180M lifetime tax savings.
Exchanges all Class B shares for Class A shares, creating single-class structure with ~10.7M shares outstanding.
Expects annual cash tax payments to drop to ~$3M and ~$1M annual compliance cost savings.
Issues 403,022 Class A shares as consideration for TRA termination; dual-class stock eliminated.
Special committee of independent directors approved the agreement; Paul Weiss and Latham & Watkins advised.

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