Vivid Seats Inc SEC Filings

Vivid Seats Inc. executive Stefano Langenbacher, the Chief Technology Officer, reported routine equity compensation activity. On December 11, 2025, 1,817 shares of Class A common stock were acquired through the vesting and settlement of restricted stock units (RSUs), and 804 shares were disposed of at $7.57 per share, leaving him with 8,710 Class A shares held directly.

In connection with these awards, he now holds 9,085 RSUs from an earlier grant, one-third of which vested on March 11, 2025 with the remainder vesting quarterly until March 11, 2027. He also received a new grant of 305,810 RSUs on December 15, 2025, which will vest in equal quarterly installments beginning March 11, 2026 and be fully vested by December 11, 2027. Each RSU represents a right to receive one share of Class A common stock.

Vivid Seats Inc. reported insider equity activity by its chief executive officer. On December 11, 2025, the reporting person acquired 5,229 shares of Class A common stock and held 72,237 shares directly after the transaction. The activity is linked to restricted stock units covering 1,192 and 4,037 units, which are tied to prior grants that vest in equal quarterly installments so they are fully vested on March 11, 2026 and March 11, 2027, respectively.

On December 15, 2025, the reporting person received a new grant of 611,620 restricted stock units, each representing a contingent right to one share of Class A common stock. These RSUs vest in equal quarterly installments beginning March 11, 2026 and are scheduled to be fully vested on December 11, 2027. The RSUs reported in this filing do not have an expiration date.

Vivid Seats Inc. disclosed that its Chief Accounting Officer and Interim Chief Financial Officer reported equity transactions involving Class A common stock and restricted stock units.

On 12/11/2025, the officer acquired 1,011 shares through the vesting of restricted stock units and disposed of 447 shares at $7.57 per share, leaving 6,380 Class A shares held directly. A new grant of 68,807 restricted stock units was also reported, scheduled to vest in equal quarterly installments beginning on March 11, 2026 and to be fully vested on December 11, 2027.

Vivid Seats Inc. (SEAT) reported an insider equity transaction by its Chief Technology Officer, Stefano Langenbacher. On November 12, 2025, 2,368 Class A common shares were acquired through the vesting and settlement of restricted stock units, coded as an "M" transaction. After this event, he directly owned 8,390 Class A shares before a related disposition.

On the same date, 693 Class A shares were disposed of in an "F" transaction at a price of $9.46 per share, typically indicating shares withheld to cover taxes, leaving him with 7,697 Class A shares held directly. The derivative table shows 2,368 restricted stock units converted into common stock at a $0 exercise price, with 4,738 restricted stock units remaining beneficially owned. One-third of these RSUs vested on November 12, 2025, and the rest are scheduled to vest in equal quarterly installments until fully vested on November 12, 2027.

Vivid Seats (SEAT): Initial insider ownership disclosed. GTCR Investment XI LLC and affiliated funds filed a Form 3 as of 10/31/2025, indicating indirect beneficial ownership of 3,768,633 shares of Class A common stock. The filing also lists Class A warrants for 89,425 shares at an exercise price of $200 per share and warrants for 89,425 shares at $300 per share, each expiring on 10/18/2031 and exchangeable one‑to‑one at the holder’s discretion. The holdings are reported across GTCR Fund XI/C LP, GTCR Fund XI/B LP, and GTCR Co‑Invest XI LP. Relationship boxes indicate director and 10% owner status.

Vivid Seats Inc. reported Q3 2025 results. Revenue was $136,373 thousand and the quarter showed a net loss of $19,713 thousand (basic EPS $(1.31)), compared with revenue of $186,605 thousand and net income of $9,196 thousand a year ago. Marketplace revenue was $104,807 thousand and Resale revenue was $31,566 thousand.

For the nine months ended September 30, 2025, revenue was $443,962 thousand and net loss was $292,828 thousand, driven in part by impairment charges of $320,449 thousand (including $297,412 thousand goodwill and $23,037 thousand certain indefinite‑lived trademarks). Operating cash flow was $(53,396) thousand.

Cash and cash equivalents were $145,108 thousand and long‑term debt (net) was $384,212 thousand at September 30, 2025. The TRA liability was $180 thousand at September 30, 2025 versus $155,720 thousand at December 31, 2024. A 1‑for‑20 reverse stock split became effective on August 5, 2025. As of October 31, 2025, Class A shares outstanding were 10,725,316, net of treasury shares.

Vivid Seats Inc. announced the closing of its Corporate Simplification under a Corporate Simplification Agreement with Hoya Intermediate and the TRA Parties over the two Business Days ended on October 31, 2025. In connection with the closing, the company issued Amended and Restated Corporation Warrants pursuant to a Private Warrant Agreement dated October 31, 2025.

The company terminated all rights and obligations under the Tax Receivable Agreement and the LLC Agreement, other than terms that expressly survive. The warrant issuance was an unregistered sale relying on Section 4(a)(2).

Leadership changes were also disclosed: on November 3, 2025, Lawrence Fey was appointed Chief Executive Officer and a Class I director, succeeding Stanley Chia, who stepped down the same day and will remain a non-officer employee until December 1, 2025. Edward Pickus, Chief Accounting Officer, was named Interim Chief Financial Officer, and Riva Bakal stepped down as Chief Customer & Supply Officer and will assist through November 14, 2025. The company furnished its third-quarter 2025 results press release as Exhibit 99.1.

Vivid Seats Inc. (SEAT) reported insider transactions by Hoya Topco, LLC (director and 10% owner). On October 30–31, 2025, the reporting person completed pro‑rata in‑kind distributions and exchanges reflecting the company’s 1‑for‑20 reverse split on August 5, 2025.

The reporting person distributed 1,506,737 shares of Class B on October 30 and distributed 2,548,204 shares of Class A on October 31, each for $0. In connection with an exchange, 2,304,513 LLC Units and the same number of paired Class B shares were exchanged for 2,304,513 Class A shares at $0. Additionally, 243,691 Class A shares were issued as consideration for the termination of the Tax Receivable Agreement, other than certain surviving terms.

The filing also notes that warrants to purchase Class B were canceled and converted into Class A warrants with exercise prices of $200 and $300 per share, which are presently exchangeable one‑for‑one into Class A shares.

Vivid Seats Inc. (SEAT) filed an amended 8-K to add Item 3.02 and disclose a Corporate Simplification Agreement (CSA) with Hoya Intermediate and the TRA Parties. The CSA terminates all rights and obligations under the company’s Tax Receivable Agreement (TRA), with certain terms expressly surviving. Closing will occur over two consecutive Business Days.

On the Second Closing Date, Vivid Seats will issue 403,022.6700 shares of Class A common stock as “Simplification Incentive Consideration” in exchange for the full TRA termination. If the Closing does not occur, the TRA amendment is void and prior payment obligations under the TRA are reinstated. The issuance will be unregistered in reliance on Section 4(a)(2).

Following the Closing, Hoya Topco will beneficially own 4,214,272 Class A shares, representing approximately 39% of the voting power, and will cease to own Units or Class B shares. The company will cancel all outstanding Class B common stock. A special committee of independent directors unanimously determined the CSA is in the best interests of the company and its stockholders.