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): March 12, 2026 |
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 Suite 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 |
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 2.02. Results of Operations and Financial Condition
On March 12, 2026, Vivid Seats Inc. (the “Company”) issued a press release providing financial results for the fourth quarter and fiscal year ended December 31, 2025, a copy of which is attached as Exhibit 99.1 hereto.
The information set forth under this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events
As previously disclosed, on December 22, 2025, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that as a result of Martin Taylor’s resignation from the Company’s Board of Directors (the “Board”), effective December 19, 2025, the Company was no longer in compliance with Nasdaq Listing Rule 5605(b)(1), which requires a majority of the Board to be comprised of Independent Directors (as defined in Nasdaq Listing Rule 5605(a)). On March 6, 2026, the Board determined that each of Todd Boehly, Jane DeFlorio, Craig Dixon, Julie Masino and Adam Stewart is an Independent Director. Accordingly, the Company regained compliance as of March 6, 2026 (within the permitted cure period) by having a majority of the Board be comprised of Independent Directors.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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: |
March 12, 2026 |
By: |
/s/ Joseph Thomas |
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Joseph Thomas
Chief Financial Officer |