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Vivid Seats CFO exercises 19K RSUs, withholds shares

Vivid Seats’ CFO exercised RSUs into Class A shares and had a portion of shares withheld to cover exercise price or tax obligations.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vivid Seats Inc. (SEAT) reported that Chief Financial Officer Thomas Joseph D. Jr. exercised 19,113 Restricted Stock Units into an equal number of shares of Class A Common Stock on September 11, 2026. In a related transaction, 6,947 shares of Class A Common Stock were delivered or withheld to pay the exercise price or tax liability. Following the RSU exercise, he held 95,566 Restricted Stock Units directly, and no Rule 10b5-1 trading plan is reported.

Positive

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Negative

  • None.
Insider Thomas Joseph D. Jr.
Role Chief Financial Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F2 19,113 $0.00 $0.00
Exercise Class A Common Stock F1 19,113 -- --
Exercise Price or Tax Liability Class A Common Stock 6,947 $4.95 $34K
Holdings After Transaction: Restricted Stock Units — 95,566 contracts (Direct); Class A Common Stock — 37,778 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-eighth of the RSUs vested on the grant date. The remainder of the RSUs began vesting in equal quarterly installments on June 11, 2026 such that they will be fully vested on December 11, 2027. The RSUs do not have an expiration date.
RSUs exercised 19,113 units Restricted Stock Units converted into Class A Common Stock on September 11, 2026
Class A shares acquired from RSUs 19,113 shares Shares received upon RSU exercise on September 11, 2026
Shares delivered/withheld for exercise price or tax liability 6,947 shares Class A Common Stock used to satisfy exercise price or tax liability
Share price for tax/exercise payment $4.95 per share Price applied to the 6,947 shares delivered or withheld
RSUs held after transaction 95,566 units Directly held Restricted Stock Units following the September 11, 2026 exercise
RSU vesting completion date December 11, 2027 Date on which the RSUs will be fully vested
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Class A Common Stock financial
"receive one share of Class A common stock"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
Payment of exercise price or tax liability by delivering or withholding securities financial
"Payment of exercise price or tax liability by delivering or withholding securities"
Rule 10b5-1 regulatory
"No Rule 10b5-1 trading plan is reported in connection with these transactions"
Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Vivid Seats (SEAT) disclose about its CFO’s equity transactions on this Form 4?

The CFO, Thomas Joseph D. Jr., exercised 19,113 RSUs into Class A Common Stock on September 11, 2026, and in a separate transaction 6,947 shares were delivered or withheld to pay the exercise price or tax liability related to that equity event.

How many Restricted Stock Units did the Vivid Seats (SEAT) CFO exercise and into what security?

He exercised 19,113 Restricted Stock Units, each representing a contingent right to receive one share, into 19,113 shares of Class A Common Stock on September 11, 2026, as reported in the Form 4 filing.

How many Vivid Seats (SEAT) shares were withheld for exercise price or tax obligations?

A total of 6,947 shares of Vivid Seats Class A Common Stock were delivered or withheld at $4.95 per share in connection with payment of the exercise price or tax liability for the equity transaction reported on September 11, 2026.

What RSU holdings remain for the Vivid Seats (SEAT) CFO after this transaction?

After the September 11, 2026 RSU exercise, the CFO directly held 95,566 Restricted Stock Units. Each RSU represents a contingent right to receive one share of Vivid Seats Class A Common Stock, according to the Form 4 footnotes.

Was a Rule 10b5-1 trading plan involved in the Vivid Seats (SEAT) CFO’s transactions?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported in connection with these equity transactions by the Vivid Seats Chief Financial Officer.

What is the vesting schedule for the Vivid Seats (SEAT) CFO’s RSUs involved in this filing?

One-eighth of the RSUs vested on the grant date, and the remainder began vesting in equal quarterly installments on June 11, 2026, such that they will be fully vested on December 11, 2027. The RSUs do not have an expiration date.

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

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Learn about SEC filing dates
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*
Thomas Joseph D. Jr.

(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 Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2026
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 Stock09/11/2026M19,113A(1)44,725D
Class A Common Stock09/11/2026F6,947D$4.9537,778D
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)09/11/2026M19,113 (2) (2)Class A Common Stock19,113$095,566D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
2. One-eighth of the RSUs vested on the grant date. The remainder of the RSUs began vesting in equal quarterly installments on June 11, 2026 such that they will be fully vested on December 11, 2027. The RSUs do not have an expiration date.
/s/ Joseph Thomas09/15/2026
** 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)

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