Vivid Seats (SEAT) CAO logs equity award exercises and tax share withholding

Rhea-AI Filing Summary

Vivid Seats Inc. Chief Accounting Officer Edward Pickus reported equity compensation-related transactions involving Class A common stock and restricted stock units. On June 11, 2026, he exercised derivative awards covering 10,891 shares of Class A common stock and had 4,497 shares withheld at an average price of $8.53 per share to cover tax obligations. Following these transactions, his directly held Class A common stock position reported in individual lines ranges up to 26,397 shares. Footnotes indicate multiple RSU grants that vest in quarterly installments through March 11, 2027, December 11, 2027, and March 11, 2028, with each RSU representing one share of Class A common stock.

Insights

Equity compensation analyst

Transactions reflect routine equity award vesting, option/RSU exercises, and tax withholding, not open-market buying or selling.

Chief Accounting Officer Edward Pickus exercised derivative awards for 10,891 shares of Vivid Seats Class A common stock and had 4,497 shares withheld at $8.53 per share to satisfy tax obligations. These are coded as an exercise (M) and a tax-withholding disposition (F), rather than market purchases or sales.

Footnotes explain that several RSU grants vest in quarterly installments through March 11, 2027, December 11, 2027, and March 11, 2028, each converting into one share of Class A common stock. This indicates ongoing stock-based compensation rather than a directional trading decision.

The filing shows post-transaction direct holdings on individual lines up to 26,397 shares of common stock. With no remaining options listed in the derivative summary and no open-market trades, the overall picture is a routine compensation and tax event with neutral information value for investors.

Insider Trade Summary

10,891 shares exercised/converted

Mixed 5 txns

Insider Pickus Edward

Role Chief Accounting Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	808	$0.00	--
Exercise	Restricted Stock Units	1,482	$0.00	--
Exercise	Restricted Stock Units	8,601	$0.00	--
Exercise	Class A Common Stock	10,891	$0.00	--
Tax Withholding	Class A Common Stock	4,497	$8.53	$38K

Holdings After Transaction: Restricted Stock Units — 2,424 shares (Direct, null); Class A Common Stock — 26,397 shares (Direct, null)

Footnotes (1)

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock. 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. One-third of the RSUs vested on March 11, 2026. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2028. The RSUs do not have an expiration date. The RSUs began vesting in equal quarterly installments on March 11, 2026 such that they will be fully vested on December 11, 2027. The RSUs do not have an expiration date.

Key Figures

Shares exercised: 10,891 shares Tax withholding shares: 4,497 shares Withholding price: $8.53 per share +4 more

7 metrics

Shares exercised 10,891 shares Derivative awards exercised into Class A common stock on June 11, 2026

Tax withholding shares 4,497 shares Shares withheld to cover tax liability at $8.53 per share

Withholding price $8.53 per share Value used for F-code tax-withholding disposition

Direct holdings after exercise 26,397 shares Highest direct Class A common stock balance shown following transactions

RSU vesting end date (grant 1) March 11, 2027 Remaining RSUs vest in equal quarterly installments until this date

RSU vesting end date (grant 2) March 11, 2028 Another RSU grant fully vests by this date

RSU vesting end date (grant 3) December 11, 2027 Additional RSUs vest quarterly until this date

Key Terms

Restricted Stock Unit ("RSU"), tax liability, derivative security, vested, +1 more

5 terms

Restricted Stock Unit ("RSU") financial

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

tax liability financial

"Payment of exercise price or tax liability by delivering securities"

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vested financial

"One-third of the RSUs vested on March 11, 2025."

quarterly installments financial

"The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2027."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Pickus Edward

(Last) (First) (Middle)

C/O VIVID SEATS INC.

24 E. WASHINGTON ST., STE. 900

(Street)

CHICAGO ILLINOIS 60602

(City) (State) (Zip)

UNITED STATES

(Country)

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 Accounting Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

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

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

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

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	06/11/2026		M		10,891	A	(1)	26,397	D
Class A Common Stock	06/11/2026		F		4,497	D	$8.53	21,900	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)	06/11/2026		M			808	(2)	(2)	Class A Common Stock	808	$0	2,424	D
Restricted Stock Units	(1)	06/11/2026		M			1,482	(3)	(3)	Class A Common Stock	1,482	$0	10,381	D
Restricted Stock Units	(1)	06/11/2026		M			8,601	(4)	(4)	Class A Common Stock	8,601	$0	51,606	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 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.

3. One-third of the RSUs vested on March 11, 2026. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2028. The RSUs do not have an expiration date.

4. The RSUs began vesting in equal quarterly installments on March 11, 2026 such that they will be fully vested on December 11, 2027. The RSUs do not have an expiration date.

	/s/ Edward Pickus	06/15/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Vivid Seats (SEAT) officer Edward Pickus report in this Form 4?

Edward Pickus reported exercising equity awards and related tax withholding, not open-market trading. He exercised derivative awards for 10,891 Class A shares, and 4,497 shares were withheld at $8.53 per share to cover tax obligations, reflecting routine stock-based compensation activity.

Did Edward Pickus buy or sell Vivid Seats (SEAT) shares on the open market?

No open-market buys or sells are reported. The Form 4 shows an M-code exercise of derivative awards into 10,891 Class A shares and an F-code tax-withholding disposition of 4,497 shares at $8.53, both tied to compensation and tax obligations rather than discretionary market trading.

How many Vivid Seats (SEAT) shares were withheld for taxes in this filing?

The filing shows 4,497 shares of Vivid Seats Class A common stock withheld at an average price of $8.53 per share. This F-code transaction reflects payment of tax liability connected to equity award vesting or exercise, rather than a traditional open-market stock sale by the insider.

What equity awards for Vivid Seats (SEAT) are vesting for Edward Pickus?

Footnotes describe multiple restricted stock unit grants, each RSU representing one share of Class A common stock. Portions vested on March 11, 2025 and March 11, 2026, with remaining RSUs vesting in equal quarterly installments through March 11, 2027, December 11, 2027, and March 11, 2028.

How many Vivid Seats (SEAT) shares does Edward Pickus hold after these transactions?

Individual transaction lines report direct Class A common stock holdings up to 26,397 shares following the June 11, 2026 exercise. This figure reflects his visible direct position in the non-derivative table of the Form 4 after equity award exercises and related tax-withholding adjustments.

What do the M and F transaction codes mean in the Vivid Seats (SEAT) Form 4?

Code M indicates exercise or conversion of a derivative security, here converting awards into 10,891 Class A shares at a recorded price of $0.00. Code F indicates a tax-withholding disposition, with 4,497 shares withheld at $8.53 to satisfy tax obligations owed on those equity compensation events.