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SEAT · Current Report (Form 8-K) · Filed December 30, 2025

Vivid Seats Inc — Current Report (Form 8-K)

Form
8-K
Filed
December 30, 2025
Period
Dec 19, 2025
Ticker
SEAT
Accession
0001193125-25-337122
Vivid Seats Inc on Boardroom AlphaView on SEC EDGAR
Boardroom Alpha · Filing insights

Martin Taylor resigns from Vivid Seats' board; company becomes non-compliant with Nasdaq independence rule, expects cure period.

About Vivid Seats Inc
Market cap
$103M
1Y TSR
−75.5%
3Y TSR
−62.1%
Board grade
D
Sector
Communication Services
CEO
Lawrence Fey
Last annual meeting: Jun 9, 2026 · View full Vivid Seats Inc profile →
8-K

 

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

Date of Report (Date of earliest event reported): December 19, 2025

 

 

Vivid Seats Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-40926

86-3355184

(State or other jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

24 E. Washington St., Ste. 900

 

Chicago, Illinois

 

60602

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: 312 291-9966

 

Not applicable

(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:


Title of each class

 

Trading Symbol(s)

 


Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

SEAT

 

The Nasdaq Stock Market LLC

Warrants to purchase Class A common stock

 

SEATW

 

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.

 

 

 

Vivid Seats Inc.

 

 

 

 

Date:

December 30, 2025

By:

/s/ Austin Arnett

 

 

 

Austin Arnett
General Counsel and Corporate Secretary

 

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Reference

Frequently asked questions

When did Vivid Seats Inc file this 8-K?
Vivid Seats Inc (SEAT) filed this Current Report (Form 8-K) with the SEC on December 30, 2025. The accession number assigned by EDGAR is 0001193125-25-337122.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Martin Taylor resigns from Vivid Seats' board; company becomes non-compliant with Nasdaq independence rule, expects cure period. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Vivid Seats Inc's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Vivid Seats Inc has filed under CIK 1856031, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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