[Form 4] Vivid Seats Inc. Insider Trading Activity

Rhea-AI Filing Summary

Lawrence Fey, CFO of Vivid Seats Inc. (SEAT), reported acquisitions of restricted stock units and increases in beneficial ownership. The Form 4 shows two grant events on 09/11/2025: 1,192 RSUs and 4,037 RSUs were reported as acquired, each representing a contingent right to one share of Class A common stock. After these transactions, Mr. Fey beneficially owned 60,492 and 64,529 shares in the two reported lines, and holds derivative RSUs covering 1,192 and 4,037 underlying Class A shares. Vesting schedules are disclosed: one-third of each award vested earlier (one tranche on 03/11/2024 and one on 03/11/2025) with the remainder vesting in equal quarterly installments through March 11, 2026 and March 11, 2027 respectively. The RSUs have no expiration dates.

Positive

• Transparent disclosure of RSU vesting schedules and underlying share counts provides clarity for investors and regulators
• RSUs have no expiration, ensuring the executive retains the right to underlying shares as they vest

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider increased holdings through RSU vesting events, reflecting scheduled compensation rather than open-market purchases.

The filing documents scheduled vesting of previously granted restricted stock units for the CFO, resulting in modest increases in beneficial ownership. The transactions are coded as 'M', indicating ordinary vesting or conversion of derivative securities into underlying Class A shares. The disclosed vesting schedules and absence of price paid (zero exercise price for RSUs) suggest these are compensation-related grants converting to shares as they vest rather than discretionary acquisitions. For investors, this is a routine insider compensation activity and not an indication of market-timed buying or selling.

Corporate Governance Expert

TL;DR: The disclosure is standard and transparent, providing clear vesting timelines and share counts for governance oversight.

The Form 4 provides the necessary particulars: dates, amounts, ownership form, and explanatory notes describing vesting cadence and lack of expiration. This level of detail supports internal controls and public transparency around executive compensation. There is no indication of irregular transfers, pledging, or disposal of shares. The filing is timely and signed, meeting statutory disclosure expectations under Section 16.

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^*

Fey Lawrence

(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 Financial 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		1,192	A	(1)	60,492	D
Class A Common Stock	09/11/2025		M		4,037	A	(1)	64,529	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)	09/11/2025		M			1,192	(2)	(2)	Class A Common Stock	1,192	$0	2,384	D
Restricted Stock Units	(1)	09/11/2025		M			4,037	(3)	(3)	Class A Common Stock	4,037	$0	24,227	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, 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.

3. 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/ Lawrence Fey	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).
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FAQ

What did the Form 4 filed for SEAT disclose about Lawrence Fey's transactions?

The Form 4 reports acquisition by vesting of 1,192 RSUs and 4,037 RSUs on 09/11/2025, converting to underlying Class A shares.

How many Class A shares does Lawrence Fey beneficially own after the reported transactions?

The filing reports beneficial ownership lines showing 60,492 and 64,529 shares following the reported transactions.

What are the vesting schedules for the RSUs reported in the SEAT Form 4?

For the first award, one-third vested on 03/11/2024 with remaining quarterly vesting through 03/11/2026. For the second, one-third vested on 03/11/2025 with remaining quarterly vesting through 03/11/2027.

Did Lawrence Fey pay to acquire the RSUs reported?

The RSUs convert to shares at a $0 exercise/price, indicating these were compensation vesting events rather than purchased securities.

Do the RSUs reported in the Form 4 expire?

No. The explanatory notes state the RSUs do not have an expiration date.