Vivid Seats (SEAT) CTO exercises RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Vivid Seats Inc. chief technology officer Stefano Langenbacher reported equity award activity in company stock. On February 12, 2026, he exercised 592 Restricted Stock Units, converting them into the same number of Class A common shares at an exercise price of $0 per share. To cover tax obligations related to this vesting, 252 Class A shares were withheld and disposed of at $6.81 per share, leaving him with 9,050 Class A shares held directly. Following the transaction, he also directly held 4,146 Restricted Stock Units, which represent rights to receive the same number of Class A shares as they vest. According to the award terms, one‑third of these RSUs vested on November 12, 2025, and the remainder will vest in equal quarterly installments until fully vested on November 12, 2027.

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Langenbacher Stefano

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		M		592	A	(1)	9,302	D
Class A Common Stock	02/12/2026		F		252	D	$6.81	9,050	D

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)	02/12/2026		M			592	(2)	(2)	Class A Common Stock	592	$0	4,146	D

Explanation of Responses:

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

2. One-third of the RSUs vested on November 12, 2025. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on November 12, 2027. The RSUs do not have an expiration date.

	/s/ Stefano Langenbacher	02/17/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Vivid Seats (SEAT) report for its CTO?

Vivid Seats reported that CTO Stefano Langenbacher exercised 592 Restricted Stock Units into Class A common shares. As part of the same event, 252 shares were disposed of to satisfy tax withholding obligations, leaving him with 9,050 Class A shares held directly after the transactions.

How many Vivid Seats (SEAT) shares does the CTO own after this Form 4?

After the reported transactions, the CTO directly owns 9,050 shares of Vivid Seats Class A common stock. He also holds 4,146 Restricted Stock Units, which represent rights to receive an equal number of Class A shares as they vest over time.

What is the vesting schedule of the CTO’s RSUs at Vivid Seats (SEAT)?

One-third of the CTO’s Restricted Stock Units vested on November 12, 2025. The remaining RSUs vest in equal quarterly installments, so the entire grant will be fully vested by November 12, 2027, according to the disclosed award terms in the filing.

Why were some Vivid Seats (SEAT) shares disposed of in this insider filing?

The filing shows 252 Class A shares were disposed of under transaction code “F” for tax withholding. This means shares were withheld and delivered to cover tax liabilities arising from the RSU vesting, rather than being sold in an open-market transaction.

At what prices were the Vivid Seats (SEAT) Form 4 transactions recorded?

The RSU exercise into 592 Class A shares carried an exercise price of $0 per share. For the tax-withholding disposition, 252 Class A shares were valued at $6.81 per share, as stated in the non-derivative transaction section of the Form 4.

What role does the reporting person hold at Vivid Seats (SEAT)?

The reporting person, Stefano Langenbacher, serves as Chief Technology Officer of Vivid Seats Inc. The Form 4 identifies him as an officer, not a director or 10% owner, and reports his equity compensation-related transactions in the company’s Class A common stock.