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): February 29, 2024 |
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 Street Suite 900 | |
Chicago, Illinois | | 60602 |
(Address of Principal Executive Offices) | | (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
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share | | SEAT | | The Nasdaq Stock Market LLC |
Warrants to purchase one share of 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 2.02. Results of Operations and Financial Condition
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.
On March 5, 2024, Vivid Seats Inc. (the “Company”) issued a press release providing financial results for the fourth quarter and fiscal year ended December 31, 2023.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 29, 2024, Jonathan Wagner notified the Company that he will retire from his role as Chief Technology Officer, effective March 15, 2024. On March 5, 2024, the Company announced that Stefano Langenbacher has been hired as the Company’s new Chief Technology Officer, effective March 18, 2024. Mr. Wagner will remain in a technical advisor role for a transition period following Mr. Langenbacher’s appointment.
Item 8.01. Other Events
On February 29, 2024, the Company’s Board of Directors authorized a share repurchase program (the “Repurchase Program”), pursuant to which the Company may, from time to time, purchase up to $100.0 million in shares of its Class A common stock, par value $0.0001 per share. Such repurchases may be executed through various means, including open market and privately negotiated transactions. The Repurchase Program does not have a fixed expiration date, does not obligate the Company to purchase any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice.
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 5, 2024 | By: | /s/ Lawrence Fey |
| | | Lawrence Fey
Chief Financial Officer |
