SEAT Vivid Seats Inc. - 8-K

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).

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.