STOCK TITAN

Vivid Seats (SEAT) CTO exercises 44,491 RSU shares, with 19,708 withheld for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vivid Seats Inc. Chief Technology Officer Stefano Langenbacher reported routine equity compensation activity involving Restricted Stock Units (RSUs) and Class A common stock. On June 11, 2026, he exercised RSUs that converted into 44,491 shares of Class A common stock at a conversion price of $0.00 per share. To cover related tax obligations, 19,708 shares of Class A common stock were disposed of at $8.53 per share through a tax-withholding transaction, which is not an open-market sale. After these transactions, he directly held 66,385 shares of Class A common stock. The footnotes explain that each RSU represents a right to receive one share of Class A common stock and describe multi-year vesting schedules, with RSUs vesting in quarterly installments through March 11, 2027, December 11, 2027, and March 11, 2028, reflecting ongoing compensation rather than discretionary trading.

Positive

  • None.

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  • None.
Insider Langenbacher Stefano
Role Chief Technology Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 1,817 $0.00 --
Exercise Restricted Stock Units 4,448 $0.00 --
Exercise Restricted Stock Units 38,226 $0.00 --
Exercise Class A Common Stock 44,491 $0.00 --
Tax Withholding Class A Common Stock 19,708 $8.53 $168K
Holdings After Transaction: Restricted Stock Units — 5,451 shares (Direct, null); Class A Common Stock — 86,093 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.
RSU-derived shares exercised 44,491 shares Class A common stock acquired via RSU exercises on June 11, 2026
Tax-withholding shares 19,708 shares Class A common stock disposed at $8.53 per share for tax withholding
Tax-withholding price $8.53 per share Price used for 19,708-share tax-withholding disposition
Post-transaction holdings 66,385 shares Class A common stock directly owned after June 11, 2026 transactions
RSU conversion blocks 38,226; 4,448; 1,817 RSUs Three RSU tranches converted into Class A common stock
Net buy/sell direction neutral transactionSummary netBuySellDirection
Restricted Stock Unit financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock."
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
"Each Restricted Stock Unit ("RSU") represents a contingent right to 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.
tax-withholding disposition financial
"transaction_action: "tax-withholding disposition" for 19,708 shares at $8.53 per share."
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_code_description: "Exercise or conversion of derivative security" for RSU transactions."
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.
Exercise or conversion of derivative security financial
"transaction_code_description: "Exercise or conversion of derivative security" on RSU-related entries."
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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)
06/11/2026
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 Stock06/11/2026M44,491A(1)86,093D
Class A Common Stock06/11/2026F19,708D$8.5366,385D
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)06/11/2026M1,817 (2) (2)Class A Common Stock1,817$05,451D
Restricted Stock Units(1)06/11/2026M4,448 (3) (3)Class A Common Stock4,448$031,140D
Restricted Stock Units(1)06/11/2026M38,226 (4) (4)Class A Common Stock38,226$0229,358D
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/ Stefano Langenbacher06/15/2026
** 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)

FAQ

What insider transactions did Vivid Seats (SEAT) CTO Stefano Langenbacher report?

He reported exercising Restricted Stock Units into 44,491 shares of Class A common stock at $0.00 per share and a related tax-withholding disposition of 19,708 shares at $8.53 per share, reflecting routine equity compensation activity rather than open-market trading.

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

The filing does not show open-market buys or sells. It records RSU exercises that delivered 44,491 shares and a tax-withholding disposition of 19,708 shares at $8.53 per share to satisfy obligations, a mechanical step in equity compensation.

How many Vivid Seats (SEAT) shares does the CTO hold after these transactions?

Following the June 11, 2026 transactions, Chief Technology Officer Stefano Langenbacher directly held 66,385 shares of Vivid Seats Class A common stock. This reflects his remaining equity position after exercising RSUs and disposing of 19,708 shares to cover related tax liabilities.

What are Restricted Stock Units (RSUs) in the Vivid Seats (SEAT) Form 4 filing?

Each RSU represents a contingent right to receive one share of Class A common stock. The filing shows RSU awards that vest over several years in quarterly installments, converting into shares as they vest, with no expiration date according to the disclosed footnotes.

What vesting schedules apply to the CTO’s Vivid Seats (SEAT) RSUs?

One RSU grant vests one-third on March 11, 2025 and quarterly until March 11, 2027. Another vests one-third on March 11, 2026 and quarterly until March 11, 2028. A further grant vests quarterly from March 11, 2026 to December 11, 2027.

How many RSUs were converted to Vivid Seats (SEAT) Class A shares in this filing?

Three RSU transactions converted into Class A common stock: 38,226 RSUs, 4,448 RSUs, and 1,817 RSUs. Together they yielded 44,491 underlying shares, which match the reported exercise of 44,491 shares of Class A common stock at a $0.00 conversion price.