SEAT insider actions: exchanges, TRA‑related share issue, warrant changes

Rhea-AI Filing Summary

Vivid Seats Inc. (SEAT) reported insider transactions by Hoya Topco, LLC (director and 10% owner). On October 30–31, 2025, the reporting person completed pro‑rata in‑kind distributions and exchanges reflecting the company’s 1‑for‑20 reverse split on August 5, 2025.

The reporting person distributed 1,506,737 shares of Class B on October 30 and distributed 2,548,204 shares of Class A on October 31, each for $0. In connection with an exchange, 2,304,513 LLC Units and the same number of paired Class B shares were exchanged for 2,304,513 Class A shares at $0. Additionally, 243,691 Class A shares were issued as consideration for the termination of the Tax Receivable Agreement, other than certain surviving terms.

The filing also notes that warrants to purchase Class B were canceled and converted into Class A warrants with exercise prices of $200 and $300 per share, which are presently exchangeable one‑for‑one into Class A shares.

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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X

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^*

Hoya Topco, LLC

(Last) (First) (Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO IL 60654

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2025

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 B Common Stock	10/30/2025		J(2)		1,506,737	D	$0	2,304,513(1)	D
Class A Common Stock	10/31/2025		A		243,691	A	(3)	243,691	D
Class A Common Stock	10/31/2025		C		2,304,513	A	$0	2,548,204	D
Class A Common Stock	10/31/2025		J(2)		2,548,204	D	$0	0	D
Class B Common Stock	10/31/2025		J(4)		2,304,513	D	$0	0	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
LLC Units of Hoya Intermediate, LLC	(5)	10/30/2025		J(2)			1,506,737	(5)	(5)	Class A Common Stock	1,506,737	$0	2,304,513	D
Class B Warrants	(6)	10/30/2025		J(6)			79,068	(6)	(6)	Class B Common Stock	79,068	(6)	120,932	D
LLC Units of Hoya Intermediate, LLC	(5)	10/31/2025		C			2,304,513	(5)	(5)	Class A Common Stock	2,304,513	$0	0	D
Class B Warrants	(6)	10/31/2025		J(6)			120,932	(6)	(6)	Class B Common Stock	120,932	(6)	0	D
Class A Warrants	(6)	10/31/2025		J(6)		120,932		(6)	(6)	Class A Common Stock	120,932	(6)	120,932	D
Class A Warrants	(6)	10/31/2025		J(2)			120,932	(6)	(6)	Class A Common Stock	120,932	(6)	0	D

Explanation of Responses:

1. All information in this Form 4 reflects the impact of the Issuer's 1-for-20 reverse stock split on August 5, 2025.

2. Represents a pro-rata distribution in-kind by Hoya Topco, LLC to its members for no consideration.

3. Issued as consideration for the complete and full termination of all rights and obligations under the Tax Receivable Agreement, dated October 18, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the "TRA"), other than certain terms thereof that will expressly survive.

4. Represents the cancellation for no consideration of shares of Class B Common Stock in connection with the exchange of LLC Units of Hoya Intermediate, LLC ("Intermediate Common Units") into shares of Class A Common Stock.

5. Intermediate Common Units and an equal number of shares of Class B Common Stock together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date.

6. Pursuant to the terms of the Amended and Restated Corporation Warrant Agreements entered into between the Issuer, the Reporting Persons and the other parties thereto, the Reporting Person's warrants to purchase Class B Common Stock were canceled and converted into 100,000 warrants to purchase Class A Common Stock at $200 per share (the "$200 Class A Warrants") and 100,000 warrants to purchase Class A Common Stock at $300 per share (the "$300 Class A Warrants" and, together with the $200 Class A Warrants, the "Class A Warrants"). The Class A Warrants are presently exchangeable into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder.

	Hoya Topco, LLC, By: /s/ Mark Anderson, Manager	11/03/2025
	** Signature of Reporting Person	Date
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FAQ

What insider activity did Vivid Seats (SEAT) disclose?

A director/10% owner, Hoya Topco, LLC, made pro‑rata in‑kind distributions and exchanges on October 30–31, 2025, including share distributions and unit-for-share exchanges.

How many Vivid Seats shares were distributed by the insider?

1,506,737 shares of Class B were distributed on October 30, and 2,548,204 shares of Class A were distributed on October 31, each for $0.

What exchanges into Class A occurred for SEAT?

2,304,513 LLC Units and the same number of paired Class B shares were exchanged for 2,304,513 Class A shares at $0 on October 31, 2025.

What was issued for the Tax Receivable Agreement termination at SEAT?

243,691 Class A shares were issued as consideration for the termination of the Tax Receivable Agreement, with certain terms surviving.

Did the SEAT reverse split affect the reported figures?

Yes. All amounts reflect the 1‑for‑20 reverse stock split effective August 5, 2025.

What happened to SEAT warrants held by the reporting person?

Warrants to purchase Class B were canceled and converted into Class A warrants with $200 and $300 exercise prices, exchangeable one‑for‑one into Class A shares.