[Form 3] Vivid Seats Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

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.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
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1. Name and Address of Reporting Person^*

GTCR INVESTMENT XI LLC

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/31/2025

3. Issuer Name and Ticker or Trading Symbol
Vivid Seats Inc. [ SEAT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	3,768,633	I	See Footnotes(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Warrants	(3)	10/18/2031	Class A Common Stock	89,425	$200	I	See Footnotes(2)(3)
Class A Warrants	(4)	10/18/2031	Class A Common Stock	89,425	$300	I	See Footnotes(2)(4)

1. Name and Address of Reporting Person^*

GTCR INVESTMENT XI LLC

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GTCR FUND XI/C LP

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GTCR FUND XI/B LP

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GTCR CO-INVEST XI LP

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GTCR PARTNERS XI/B LP

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

GTCR PARTNERS XI/A&C LP

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO IL 60654

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Includes (i) 753,580 shares of Class A Common Stock held by GTCR Fund XI/C LP, (ii) 2,991,081 shares of Class A Common Stock held by GTCR Fund XI/B LP and (iii) 23,972 shares of Class A Common Stock held by GTCR Co-Invest XI LP.

2. GTCR Partners XI/A&C LP is the general partner of GTCR Fund XI/C LP. GTCR Partners XI/B LP is the general partner of each of GTCR Fund XI/B LP. GTCR Investment XI LLC ("GTCR Investment XI") is the general partner of each of GTCR Co-Invest XI LP, GTCR Partners XI/A&C LP and GTCR Partners XI/B LP. GTCR Investment XI is managed by a board of managers (the "Board of Managers"), consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, David A. Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the securities reported herein. Each of the individual members of the Board of Managers disclaims beneficial ownership of the shares reported herein except to the extent of their pecuniary interest therein.

3. These Class A Warrants (the "$200 Warrants") are currently exchangeable for shares of Class A Common Stock on a one-to-one basis at the discretion of the holder at an exercise price of $200 per share. Includes (i) 17,881 shares of Class A Common Stock underlying the $200 Warrants held by GTCR Fund XI/C LP, (ii) 70,975 shares of Class A Common Stock underlying the $200 Warrants held by GTCR Fund XI/B LP and (iii) 569 shares of Class A Common Stock underlying the $200 Warrants held by GTCR Co-Invest XI LP.

4. These Class A Warrants (the "$300 Warrants") are currently exchangeable for shares of Class A Common Stock on a one-to-one basis at the discretion of the holder at an exercise price of $300 per share. Includes (i) 17,881 shares of Class A Common Stock underlying the $300 Warrants held by GTCR Fund XI/C LP, (ii) 70,975 shares of Class A Common Stock underlying the $300 Warrants held by GTCR Fund XI/B LP and (iii) 569 shares of Class A Common Stock underlying the $300 Warrants held by GTCR Co-Invest XI LP.

	GTCR INVESTMENT XI LLC, By: /s/ Jeffrey S. Wright, Chief Legal Officer	11/07/2025
	GTCR FUND XI/C LP, By: GTCR PARTNERS XI/A&C LP, its General Partner, By: GTCR Investment XI LLC, its General Partner, By: /s/ Jeffrey S. Wright, Chief Legal Officer	11/07/2025
	GTCR FUND XI/B LP, By: GTCR PARTNERS XI/B LP, its General Partner, By: GTCR Investment XI LLC, its General Partner, By: /s/ Jeffrey S. Wright, Chief Legal Officer	11/07/2025
	GTCR CO-INVEST XI LP, By: GTCR Investment XI LLC, its General Partner, By: /s/ Jeffrey S. Wright, Chief Legal Officer	11/07/2025
	GTCR PARTNERS XI/B LP, By: GTCR Investment XI LLC, its General Partner, By: /s/ Jeffrey S. Wright, Chief Legal Officer	11/07/2025
	GTCR PARTNERS XI/A&C LP, By: GTCR Investment XI LLC, its General Partner, By: /s/ Jeffrey S. Wright, Chief Legal Officer	11/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Vivid Seats (SEAT) disclose in this Form 3?

An initial statement of beneficial ownership by GTCR affiliates showing indirect holdings of 3,768,633 Class A shares and listed warrants.

How many Vivid Seats shares are beneficially owned by the reporting persons?

They report 3,768,633 shares of Class A common stock held indirectly through GTCR funds.

What derivative securities are included for SEAT?

Class A warrants for 89,425 shares at $200 per share and 89,425 shares at $300 per share, expiring 10/18/2031.

Are the SEAT warrants currently exercisable?

Yes. The filing states the warrants are currently exchangeable one‑to‑one for Class A shares at the holder’s discretion.

Which GTCR entities hold the reported SEAT positions?

Holdings are attributed to GTCR Fund XI/C LP, GTCR Fund XI/B LP, and GTCR Co‑Invest XI LP, with GTCR Investment XI LLC as general partner/manager as noted.

What is the relationship of the reporting persons to Vivid Seats?

The filing checks the boxes for Director and 10% Owner.