Vivid Seats (SEAT) CFO receives 152,905 RSUs and nets 11,153 shares after tax

Rhea-AI Filing Summary

Vivid Seats Inc. Chief Financial Officer Thomas Joseph D. Jr. reported equity compensation and related share activity. He exercised 19,113 Restricted Stock Units (RSUs) into 19,113 shares of Class A common stock and 7,960 of those shares were withheld at $5.90 per share to cover tax obligations, leaving 11,153 shares directly held after the disposition.

He also received a grant of 152,905 new RSUs, each representing a contingent right to one share of Class A common stock. According to the terms, one-eighth of these RSUs vested on the grant date, with the remainder vesting in equal quarterly installments beginning on June 11, 2026, so that all units are fully vested on December 11, 2027. The RSUs do not have an expiration date.

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

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 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)
03/13/2026

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	03/13/2026		M		19,113	A	(1)	19,113	D
Class A Common Stock	03/13/2026		F		7,960	D	$5.9	11,153	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)	03/13/2026		A		152,905		(2)	(2)	Class A Common Stock	152,905	$0	152,905	D
Restricted Stock Units	(1)	03/13/2026		M			19,113	(2)	(2)	Class A Common Stock	19,113	$0	133,792	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-eighth of the RSUs vested on the grant date. The remainder of the RSUs vest in equal quarterly installments beginning 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 Thomas	03/17/2026
	** 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).
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.

FAQ

What equity transactions did Vivid Seats (SEAT) CFO report on this Form 4?

The CFO exercised 19,113 Restricted Stock Units into 19,113 Class A common shares and had 7,960 shares withheld at $5.90 each for taxes, ending with 11,153 shares directly held. He also received a grant of 152,905 new RSUs.

How many Restricted Stock Units were granted to the Vivid Seats (SEAT) CFO?

The CFO received a grant of 152,905 Restricted Stock Units. Each RSU represents a contingent right to receive one share of Class A common stock, creating a significant future equity-based compensation component as the awards vest over time.

What is the vesting schedule for the Vivid Seats (SEAT) CFO’s new RSUs?

One-eighth of the 152,905 RSUs vested on the grant date. The remaining units vest in equal quarterly installments starting June 11, 2026, and will be fully vested on December 11, 2027, providing a multi-year incentive structure for the CFO.

Why were 7,960 Vivid Seats (SEAT) shares disposed of at $5.90 on the Form 4?

The 7,960 shares of Class A common stock were withheld at $5.90 per share to satisfy tax liabilities arising from the RSU exercise. This tax-withholding disposition is not an open-market sale but a payment of tax obligations using shares.

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

Following the RSU exercise and tax withholding, the CFO directly holds 11,153 shares of Class A common stock. This reflects the 19,113 shares acquired from RSUs minus the 7,960 shares withheld to cover associated tax liabilities.

Do the Vivid Seats (SEAT) CFO’s RSUs have an expiration date?

The RSUs reported for the CFO do not have an expiration date. Instead, they are governed by a vesting schedule where units vest over time, with full vesting reached on December 11, 2027, assuming continued service or satisfaction of conditions.