UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 19, 2025 |
Vivid Seats Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
001-40926 |
86-3355184 |
(State or other jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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24 E. Washington St., Ste. 900 |
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Chicago, Illinois |
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60602 |
(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: 312 291-9966 |
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s) |
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Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share |
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SEAT |
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The Nasdaq Stock Market LLC |
Warrants to purchase Class A common stock |
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SEATW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 19, 2025, Martin Taylor resigned from the Board of Directors (the “Board”) of Vivid Seats Inc. (the “Company”), effective immediately. Mr. Taylor’s resignation was not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The information set forth under Item 5.02 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. On December 22, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that as a result of Mr. Taylor’s resignation, the Company is no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Board to be comprised of independent directors. The Company expects to regain compliance within the cure period provided by Nasdaq Listing Rule 5605(b)(1)(A).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vivid Seats Inc. |
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Date: |
December 30, 2025 |
By: |
/s/ Austin Arnett |
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Austin Arnett
General Counsel and Corporate Secretary |