Vivid Seats elects Chelsea Grayson to expanded board

Six of Vivid Seats' nine directors are independent, and the new director will receive a $40,000 monthly cash fee.

Rhea-AI Filing Summary

Vivid Seats Inc. (SEAT) increased its board from eight to nine directors and elected Chelsea Grayson as a Class II director, effective October 20, 2026. Grayson will serve until the 2029 annual meeting of stockholders and until her successor is duly elected and qualified, unless her service ends earlier through death, resignation or removal. The board determined she is an Independent Director; six of its nine directors are Independent Directors. She is not expected to serve on a standing committee and will receive a monthly cash fee of $40,000 in lieu of compensation consistent with that of the company’s other non-employee directors.

Separately, The Nasdaq Stock Market LLC filed a Form 25 to delist Vivid Seats warrants from the Nasdaq Global Select Market, effective October 26, 2026. Their deregistration is to become effective 90 days after October 16, 2026, or sooner if the SEC determines a shorter period.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size: 9 directors Independent Directors: 6 of 9 directors Monthly cash fee: $40,000 per month +2 more

5 metrics

Board size 9 directors After Chelsea Grayson's election on October 20, 2026

Independent Directors 6 of 9 directors Following Grayson's election

Monthly cash fee $40,000 per month Chelsea Grayson's board service

Warrant delisting October 26, 2026 Delisting from the Nasdaq Global Select Market

Warrant deregistration 90 days After October 16, 2026, or sooner if the SEC determines a shorter period

Key Terms

Class II director, Independent Director, deregistration, indemnification

4 terms

Class II director regulatory

"elected Chelsea Grayson as a Class II director"

A class II director is a member of a company’s board who belongs to one of several staggered groups of directors, each group standing for election in different years. For investors, this matters because staggered terms slow wholesale board turnover—like rotating members of a neighborhood committee—making sudden changes in control or strategy harder and affecting how quickly shareholders can influence corporate direction.

Independent Director regulatory

"qualifies as an “Independent Director”"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

deregistration regulatory

"remove these warrants from registration under Section 12(b)"

Deregistration is when a company officially removes itself from a stock exchange or regulatory list, meaning it is no longer publicly traded. This can happen if the company is shrinking or choosing to go private, and it matters because it changes how investors can buy or sell its shares.

indemnification regulatory

"entitled to indemnification by the Company"

A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who did SEAT appoint to its board?

Vivid Seats elected Chelsea Grayson as a Class II director effective October 20, 2026. She will serve until the 2029 annual meeting of stockholders and until her successor is duly elected and qualified, unless her service ends earlier through death, resignation or removal.

How much will Chelsea Grayson receive for serving on the Vivid Seats board?

Chelsea Grayson will receive a monthly cash fee of $40,000 for board service. This is in lieu of compensation consistent with that of the company’s other non-employee directors.

When will Vivid Seats warrants be delisted and deregistered?

The Nasdaq Global Select Market delisting is effective October 26, 2026. Deregistration under Section 12(b) is to become effective 90 days after October 16, 2026, or sooner if the SEC determines a shorter period.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/23/2026 - 04:15 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:15 PM EDT Learn about SEC filing dates

0001856031falseNONE0001856031us-gaap:CommonClassAMember2026-10-202026-10-200001856031us-gaap:WarrantMember2026-10-202026-10-2000018560312026-10-202026-10-20

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): October 20, 2026

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)

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*

* On October 16, 2026, The Nasdaq Stock Market LLC filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to (i) delist these warrants from the Nasdaq Global Select Market, which delisting will become effective on October 26, 2026, and (ii) remove these warrants from registration under Section 12(b) of the Securities Exchange Act of 1934, which deregistration will become effective 90 days, or such shorter period as the SEC may determine, after such filing.

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.

As previously reported, Martin Taylor resigned from the Board of Directors (the “Board”) of Vivid Seats Inc. (the “Company”) on December 19, 2025 and, in connection therewith, the Board reduced its size from nine to eight directors.

On October 20, 2026, following the completion of a director search process, the Board (i) increased its size from eight to nine directors and (ii) elected Chelsea Grayson as a Class II director to fill the resulting vacancy, effective immediately. Ms. Grayson will serve until the Company’s 2029 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation, or removal. The Board does not expect Ms. Grayson to serve on any of its standing committees.

The Board has determined that Ms. Grayson qualifies as an “Independent Director” (as defined in the rules of the Nasdaq Stock Market LLC). Following Ms. Grayson’s election, six of the Board’s nine directors are Independent Directors.

There is no arrangement or understanding between Ms. Grayson and any other person pursuant to which she was selected as a director. There are no transactions involving Ms. Grayson and the Company that would be required to be disclosed under Item 404(a) of Regulation S-K.

In lieu of receiving compensation for her Board service consistent with that of the Company’s other non-employee directors, Ms. Grayson will be compensated for her Board service through a monthly cash fee of $40,000. Ms. Grayson is entitled to indemnification by the Company on the same terms as it provides to its executive officers and other directors.

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:	October 23, 2026	By:	/s/ Austin Arnett
			Austin Arnett General Counsel and Corporate Secretary

Filing Exhibits & Attachments

1 document

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 45.0 KB