Vivid Seats simplifies structure, terminates TRA, to issue 403K Class A shares

Vivid Seats Inc.

Vivid Seats enters Corporate Simplification Agreement with GTCR affiliates to terminate Tax Receivable Agreement.
On closing, Vivid Seats will issue 403,022.67 Class A common shares to TRA parties as consideration.
Post-closing, Hoya Topco will hold 4,214,272 Class A shares (≈39% voting power); all Class B stock cancelled.
Topco warrants priced at $200/$300 will be amended to purchase Class A shares at same prices.
Transactions include blocker mergers, intermediate exchange, and dissolution of Hoya Topco and affiliates.

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