STOCK TITAN

Vivid Seats counsel sells 64 shares after RSU vest

Vivid Seats’ General Counsel reported RSU vesting into common stock with related tax-withholding share dispositions and a small mandatory sell-to-cover sale.

(Neutral)
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Form Type
4

Rhea-AI Filing Summary

Vivid Seats Inc. (SEAT) reported that its General Counsel, Austin Arnett, had Restricted Stock Units (RSUs) convert into 3,543 shares of Class A common stock on September 11, 2026. In connection with this vesting, 1,247 shares were delivered or withheld to cover exercise price or tax obligations, and 64 shares were sold at $4.86 per share on September 14, 2026 pursuant to a mandatory sell-to-cover provision for tax withholding. No Rule 10b5-1 trading plan is reported.

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Insider Arnett Austin
Role General Counsel
Sold 64 shs ($311.04)
Approx. gross sale proceeds $311.04
Type Security Shares Price Value
Sale Class A Common Stock F2 64 $4.86 $311.04
Exercise Restricted Stock Units F1, F3 68 $0.00 $0.00
Exercise Restricted Stock Units F1, F4 130 $0.00 $0.00
Exercise Restricted Stock Units F1, F5 3,345 $0.00 $0.00
Exercise Class A Common Stock F1 3,543 -- --
Exercise Price or Tax Liability Class A Common Stock 1,247 $4.95 $6K
Holdings After Transaction: Restricted Stock Units — 17,640 contracts (Direct); Class A Common Stock — 7,117 shares (Direct)
Footnotes (5)
  1. F1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
  2. F2. Represents shares sold pursuant to a mandatory "sell to cover" provision of the RSU agreement to satisfy tax withholding obligations arising in connection with the vesting and settlement of the RSUs.
  3. F3. 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.
  4. F4. 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.
  5. F5. 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.
Shares sold 64 shares Class A common stock sale on September 14, 2026
Sale price $4.86 per share Open-market or private sale of 64 shares on September 14, 2026
RSUs converted to shares 3,543 shares RSUs converting into Class A common stock on September 11, 2026
Shares delivered or withheld 1,247 shares Payment of exercise price or tax liability on September 11, 2026
Disposition price for withheld shares $4.95 per share Shares delivered or withheld for exercise price or tax liability on September 11, 2026
RSU vesting completion date (grant with F3 footnote) March 11, 2027 RSUs vest quarterly until fully vested on March 11, 2027
RSU vesting completion date (grant with F4 footnote) March 11, 2028 RSUs vest quarterly until fully vested on March 11, 2028
RSU vesting completion date (grant with F5 footnote) December 11, 2027 RSUs vest quarterly until fully vested on December 11, 2027
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive"
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.
sell to cover financial
"Represents shares sold pursuant to a mandatory "sell to cover" provision"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
tax withholding obligations financial
"to satisfy tax withholding obligations arising in connection with the vesting"
vesting financial
"The remainder of the RSUs vest in equal quarterly installments"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
expiration date financial
"The RSUs do not have an expiration date."
The expiration date is the deadline after which a financial contract, such as an option or a futures agreement, is no longer valid or can be exercised. It matters to investors because it determines the timeframe during which they can take action or benefit from the contract, similar to how a coupon or a food item has a limited period of usefulness. Once the expiration date passes, the contract loses its value or ability to be used.

FAQ

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

What insider transactions did Vivid Seats (SEAT) disclose for Austin Arnett?

Austin Arnett reported RSUs converting into 3,543 shares of Class A common stock on September 11, 2026, related dispositions of 1,247 shares to cover exercise price or tax obligations, and a sale of 64 shares on September 14, 2026.

How many Vivid Seats (SEAT) shares did the General Counsel sell and at what price?

The General Counsel sold 64 shares of Vivid Seats Class A common stock on September 14, 2026 at $4.86 per share. The filing states this represented a mandatory sell-to-cover transaction to satisfy tax withholding obligations from RSU vesting.

What happened to the Restricted Stock Units reported for Vivid Seats (SEAT)?

RSUs representing 3,543 underlying shares of Vivid Seats Class A common stock converted on September 11, 2026. Each RSU represents a contingent right to receive one share, and the vesting schedules described in the footnotes extend through March 11, 2028 and December 11, 2027, depending on the grant.

Were any Vivid Seats (SEAT) shares withheld or delivered for taxes or exercise costs?

Yes. The filing reports 1,247 shares of Class A common stock disposed of at $4.95 per share on September 11, 2026 as shares delivered or withheld for payment of exercise price or tax liability in connection with RSU vesting.

Was a Rule 10b5-1 trading plan used for these Vivid Seats (SEAT) insider transactions?

No. The Rule 10b5-1 checkbox is not marked as being used for these transactions, and the footnotes do not describe any Rule 10b5-1 trading plan, so no trading plan is reported for these trades.

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*
Arnett Austin

(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)
General Counsel
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 Stock09/11/2026M3,543A(1)8,428D
Class A Common Stock09/11/2026F1,247D$4.957,181D
Class A Common Stock09/14/2026S64(2)D$4.867,117D
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)09/11/2026M68 (3) (3)Class A Common Stock68$0136D
Restricted Stock Units(1)09/11/2026M130 (4) (4)Class A Common Stock130$0780D
Restricted Stock Units(1)09/11/2026M3,345 (5) (5)Class A Common Stock3,345$016,724D
Explanation of Responses:
1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
2. Represents shares sold pursuant to a mandatory "sell to cover" provision of the RSU agreement to satisfy tax withholding obligations arising in connection with the vesting and settlement of the RSUs.
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.
4. 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.
5. 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/ Austin Arnett09/15/2026
** 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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