Vivid Seats Announces Reverse Stock Split

Rhea-AI Summary

Vivid Seats (NASDAQ: SEAT), a leading ticket marketplace platform, has announced a 1-for-20 reverse stock split of its Class A and Class B common stock, effective August 5, 2025 at 5:00 PM ET.

The stock will begin trading on a split-adjusted basis on August 6, 2025 under the same ticker "SEAT". Stockholders will receive one share for every 20 shares held, with cash payments provided for fractional shares. The reverse split will not affect stockholders' ownership percentage or voting power, except for fractional share adjustments.

All outstanding warrants and equity-based awards will be proportionally adjusted. Continental Stock Transfer & Trust Company will serve as the exchange agent for the split, which was approved by stockholders on July 21, 2025.

Positive

• Maintains listing compliance through higher share price
• No change in stockholders' ownership percentage or voting power
• Stockholders approved the reverse split on July 21, 2025

Negative

• Potential reduced trading liquidity due to fewer shares outstanding
• Cash payments for fractional shares may force some small investors to liquidate positions

Insights

Financial Restructuring Specialist

Vivid Seats' 1-for-20 reverse split aims to boost share price without changing ownership percentages, potentially to meet listing requirements.

Vivid Seats has announced a 1-for-20 reverse stock split effective August 5, 2025, with split-adjusted trading beginning August 6. This financial engineering maneuver will consolidate every 20 shares into 1 share, automatically increasing the per-share price by a factor of 20. The announcement lacks context about why this action is being taken, which is crucial information for investors.

Reverse splits are typically implemented for one of several reasons: to increase share price to meet exchange listing requirements (most commonly when shares fall below $1), to attract institutional investors who may have minimum price thresholds, or occasionally as part of a broader restructuring strategy. Without the company stating its rationale, this creates an information gap.

The mechanics are straightforward - if a shareholder owned 100 shares trading at $2 each ($200 total value), they'll own 5 shares at approximately $40 each post-split (same $200 value). Fractional shares will be cashed out. The company has confirmed that warrants and equity awards will be proportionally adjusted.

Importantly, as stated in the release, this action doesn't change any stockholder's percentage ownership or voting power in the company (except for minor adjustments due to fractional share treatment). While reverse splits are technically neutral corporate actions, they often signal underlying challenges and frequently carry negative market perception. Investors typically view them as acknowledgment of sustained share price weakness, which warrants careful monitoring of market reaction when trading resumes on the adjusted basis.

CHICAGO, Aug. 04, 2025 (GLOBE NEWSWIRE) -- Vivid Seats Inc. (NASDAQ: SEAT) (“Vivid Seats”), a leading marketplace that utilizes its technology platform to connect millions of buyers with thousands of ticket sellers across hundreds of thousands of events each year, today announced a 1-for-20 reverse stock split of its Class A and Class B common stock (the “Reverse Stock Split”), effective at 5:00 p.m. Eastern Time on August 5, 2025. The Class A common stock will begin trading on the Nasdaq Global Select Market on a split-adjusted basis under the existing ticker symbol “SEAT” when the market opens on August 6, 2025. The new CUSIP number for the Class A common stock following the Reverse Stock Split is 92854T209.

The Reverse Stock Split was approved by Vivid Seats’ stockholders on July 21, 2025, with the final ratio subsequently determined by Vivid Seats’ Board of Directors. As a result of the Reverse Stock Split, every 20 shares of common stock will automatically be combined into one share of common stock. Class A stockholders who would otherwise be entitled to receive a fractional share will instead be entitled to receive, in lieu thereof, a cash payment. The Reverse Stock Split will not affect any stockholder’s percentage ownership interest or voting power in Vivid Seats, other than as a result of the treatment of fractional shares. All of Vivid Seats’ outstanding warrants, including its public warrants trading on the Nasdaq Global Select Market under the ticker symbol “SEATW,” and equity-based awards will be proportionately adjusted (including applicable exercise prices) in accordance with their respective terms.

Vivid Seats’ transfer agent, Continental Stock Transfer & Trust Company, is acting as the exchange agent for the Reverse Stock Split. Stockholders who hold their shares electronically in book-entry form will receive a transaction statement indicating the number of shares held after the Reverse Stock Split, along with a cash payment in lieu of any fractional shares. Stockholders who hold their shares through a bank, broker, or other nominee will have their positions adjusted to reflect the Reverse Stock Split, and receive a cash payment in lieu of any fractional shares, in accordance with the processes of their respective bank, broker, or nominee.

More information regarding the Reverse Stock Split can be found in Vivid Seats’ definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 11, 2025.

About Vivid Seats

Founded in 2001, Vivid Seats is a leading online ticket marketplace committed to becoming the ultimate partner for connecting fans to the live events, artists, and teams they love. Based on the belief that everyone should “Experience It Live,” the Chicago-based company provides exceptional value by providing one of the widest selections of events and tickets in North America and an industry leading Vivid Seats Rewards program where all fans earn on every purchase. Through its proprietary software and unique technology, Vivid Seats drives the consumer and business ecosystem for live event ticketing and enables the power of shared experiences to unite people. Vivid Seats has been recognized by Newsweek as one of America’s Best Companies for Customer Service in ticketing. Fans who want to have the best live experiences can start by downloading the Vivid Seats mobile app, going to vividseats.com, or calling 866-848-8499.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “can,” “continue,” “could,” “design,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “plan,” “project,” “propose,” “seek,” “should,” “target,” “will,” and “would,” as well as similar expressions which predict or indicate future events and trends or which do not relate to historical matters, are intended to identify such forward-looking statements. The forward-looking statements in this press release relate to, without limitation, the timing of the Reverse Stock Split and its impact on Vivid Seats’ stockholders. Forward-looking statements are not guarantees of future performance, conditions, or results, and are subject to risks, uncertainties, and assumptions that can be difficult to predict and/or are outside of Vivid Seats’ control. Therefore, actual results may differ materially from those contemplated by any forward-looking statements. Important factors that could cause or contribute to such differences include, but are not limited to, Vivid Seats’ ability to implement the Reverse Stock Split on the anticipated timing or at all, Vivid Seats’ ability to achieve the anticipated benefits of the Reverse Stock Split, and other factors discussed in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Vivid Seats’ most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, Vivid Seats undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts:

Investors
Kate Africk
Kate.Africk@vividseats.com

Media
Julia Young
Julia.Young@vividseats.com

FAQ

What is the ratio of Vivid Seats (NASDAQ:SEAT) reverse stock split?

Vivid Seats announced a 1-for-20 reverse stock split, meaning every 20 shares will be combined into one share of common stock.

When will Vivid Seats (SEAT) reverse stock split take effect?

The reverse stock split will take effect on August 5, 2025, at 5:00 PM Eastern Time, with split-adjusted trading beginning on August 6, 2025.

How will the SEAT reverse stock split affect stockholders?

The reverse split will not affect stockholders' percentage ownership or voting power, except for fractional shares which will be paid in cash. All shares will be automatically combined at a 1:20 ratio.

What happens to fractional shares in Vivid Seats' reverse split?

Stockholders who would receive fractional shares will instead receive a cash payment in lieu of those fractional shares.

Will Vivid Seats stock symbol change after the reverse split?

No, Vivid Seats will continue trading under the existing ticker symbol SEAT on the Nasdaq Global Select Market.