[Form 4] Vivid Seats Inc. Insider Trading Activity

Rhea-AI Filing Summary

Stanley Chia, Chief Executive Officer and Director of Vivid Seats Inc. (SEAT), reported acquisitions of restricted stock units on 09/11/2025. The Form 4 shows two grant/vesting events: 2,180 RSUs and 8,075 RSUs were reported as acquired (transaction code M) and are held in a trust for the benefit of immediate family, of which Mr. Chia is co-trustee and beneficial owner. Following these transactions, the filing reports total beneficial ownership figures of 118,887 and 126,962 shares for the two lines, and derivative holdings underlying the RSUs of 4,360 and 48,450 Class A shares respectively. The RSUs have specified vesting schedules in the explanations and no expiration dates.

Positive

• RSU vesting increased beneficial ownership, with 2,180 and 8,075 RSUs reported as acquired on 09/11/2025.
• Holdings are placed in a trust for immediate family, where the reporting person is co-trustee and is the beneficial owner, clarifying ownership form.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider vesting reported; ownership held via family trust preserves alignment with shareholders.

The Form 4 documents typical executive equity vesting rather than open-market purchases or sales. The reporting person holds these RSUs in a trust for immediate family, with clear vesting schedules and no expiration. This is a governance- and compensation-related disclosure, reflecting equity compensation realization rather than a change in control, sale, or purchase from the market. The disclosure is complete with transaction dates, codes, and post-transaction ownership counts.

Compensation Analyst

TL;DR: Vesting of RSUs increases beneficial holdings; schedules show multi-year incremental vesting.

The filing shows two RSU tranches vesting under different schedules: one tranche that vests fully by March 11, 2026 and another by March 11, 2027, with prior partial vesting dates noted. Each RSU converts to one share on settlement. The reported zero exercise/strike price and lack of expiration are consistent with standard RSU awards. This is a routine compensation event affecting reported beneficial ownership levels.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chia Stanley

(Last) (First) (Middle)

C/O VIVID SEATS INC.

24 E. WASHINGTON ST., STE. 900

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/11/2025		M		2,180	A	(1)	118,887	I	By trust(2)
Class A Common Stock	09/11/2025		M		8,075	A	(1)	126,962	I	By trust(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/11/2025		M			2,180	(3)	(3)	Class A Common Stock	2,180	$0	4,360	I	By trust(2)
Restricted Stock Units	(1)	09/11/2025		M			8,075	(4)	(4)	Class A Common Stock	8,075	$0	48,450	I	By trust(2)

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.

2. Held by a trust, of which the reporting person is co-trustee, for the benefit of his immediate family members. The reporting person is the beneficial owner of the securities held by the trust.

3. One-third of the RSUs vested on March 11, 2024. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2026. The RSUs do not have an expiration date.

4. One-third of the RSUs vested on March 11, 2025. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2027. The RSUs do not have an expiration date.

	/s/ Stanley Chia	09/15/2025
	** 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 4 (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 Stanley Chia report in the Form 4 for SEAT?

The Form 4 reports acquisition of 2,180 and 8,075 RSUs on 09/11/2025, held in a trust where he is co-trustee and beneficial owner.

Do the RSUs reported by SEAT's CEO have an exercise price or expiration?

The RSUs convert to Class A shares at $0 exercise/settlement price and the filing states the RSUs do not have an expiration date.

How many underlying Class A shares are reported after the RSU transactions?

The filing shows post-transaction beneficial ownership figures of 118,887 and 126,962 shares for the two lines and derivative underlying counts of 4,360 and 48,450 Class A shares.

What vesting schedules are disclosed for the RSUs in the Form 4?

One RSU tranche vested one-third on March 11, 2024 and fully vests by March 11, 2026; the other vested one-third on March 11, 2025 and fully vests by March 11, 2027.

When was the Form 4 signed and filed?

The Form 4 bears the reporting person's signature dated 09/15/2025 and records the transactions dated 09/11/2025.