STOCK TITAN

Vivid Seats Inc. (SEAT) CTO adds stock after RSU exercise, tax withholding

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vivid Seats Inc. Chief Technology Officer Stefano Langenbacher exercised 592 Restricted Stock Units into 592 shares of Class A common stock on May 12, 2026. 256 shares were withheld to satisfy tax obligations at $8.68 per share. He now directly holds 41,602 Class A shares, and 3,554 RSUs remain outstanding under a vesting schedule that runs through November 12, 2027.

Positive

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Insider Langenbacher Stefano
Role Chief Technology Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 592 $0.00 $0.00
Exercise Class A Common Stock 592 $0.00 $0.00
Exercise Price or Tax Liability Class A Common Stock 256 $8.68 $2K
Holdings After Transaction: Restricted Stock Units — 3,554 shares (Direct); Class A Common Stock — 41,602 shares (Direct)
Footnotes (2)
  1. F1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
  2. F2. 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.
RSUs exercised 592 RSUs Restricted Stock Units converted into Class A common stock on May 12, 2026
Shares acquired from RSU conversion 592 shares Class A common stock received upon RSU conversion on May 12, 2026
Shares withheld for taxes 256 shares Class A shares disposed of in a tax-withholding transaction
Tax-withholding price $8.68 per share Price used for the tax-withholding disposition of 256 shares
Direct Class A holdings after transactions 41,602 shares Directly held Vivid Seats Class A common stock following the reported transactions
RSUs remaining outstanding 3,554 RSUs Restricted Stock Units remaining after the May 12, 2026 RSU conversion
Restricted Stock Units financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax-withholding disposition financial
"Code F reported as a tax-withholding disposition of Class A common stock"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"Transaction described as an 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.
vesting schedule financial
"The remainder of the RSUs vest in equal quarterly installments until November 12, 2027"
A vesting schedule is a timeline that determines when someone gains full ownership of certain benefits, such as company stock or retirement contributions. Think of it like earning the right to own a gift gradually over time, rather than receiving it all at once. It matters to investors because it affects when they can fully access or sell these benefits, influencing their financial planning and decision-making.

FAQ

What did Vivid Seats (SEAT) CTO Stefano Langenbacher report in this Form 4?

Stefano Langenbacher reported exercising 592 RSUs into 592 shares of Vivid Seats Class A common stock on May 12, 2026. As part of the same event, 256 shares were withheld to cover tax obligations related to the vesting.

How many Vivid Seats (SEAT) RSUs did the CTO convert to shares?

The CTO converted 592 Restricted Stock Units into 592 shares of Class A common stock. Each RSU represents a contingent right to receive one share, and these units vested according to a multi‑year schedule ending in November 2027.

How many Vivid Seats (SEAT) shares were withheld for taxes and at what price?

A total of 256 shares of Class A common stock were disposed of as a tax-withholding transaction at $8.68 per share. This represents shares delivered to satisfy tax obligations, not an open-market sale by the executive.

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

After the reported transactions, Stefano Langenbacher directly holds 41,602 shares of Vivid Seats Class A common stock. In addition, he has 3,554 RSUs outstanding that continue to vest over time, subject to the disclosed vesting schedule.

What is the vesting schedule for the Vivid Seats (SEAT) RSUs reported?

One-third of the RSUs vested on November 12, 2025, with the remainder vesting in equal quarterly installments. According to the disclosure, the RSUs will be fully vested on November 12, 2027, and they do not have an expiration date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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*
Langenbacher Stefano

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Technology Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock05/12/2026M592A(1)41,858D
Class A Common Stock05/12/2026F256D$8.6841,602D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)05/12/2026M592 (2) (2)Class A Common Stock592$03,554D
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 Langenbacher05/14/2026
** Signature of Reporting PersonDate
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)