Vivid Seats (SEAT) CEO converts 1,854 RSUs, holds 74,091 Class A shares

Rhea-AI Filing Summary

Vivid Seats Inc.'s Chief Executive Officer, Lawrence Fey, reported an exercise of equity awards that increased his direct holdings of Class A common stock. On February 12, 2026, 1,854 Restricted Stock Units were converted into 1,854 shares of Class A common stock at an exercise price of $0 per share.

Following this derivative conversion, Fey directly owned 74,091 shares of Class A common stock and 9,272 Restricted Stock Units. The RSUs represent rights to receive Class A shares, with one-third having vested on May 12, 2025 and the remaining units vesting quarterly until fully vested on May 12, 2027.

Insider Trade Summary

1,854 shares exercised/converted

Mixed 2 txns

Insider Fey Lawrence

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,854	$0.00	--
Exercise	Class A Common Stock	1,854	$0.00	--

Holdings After Transaction: Restricted Stock Units — 9,272 shares (Direct); Class A Common Stock — 74,091 shares (Direct)

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 May 12, 2025. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on May 12, 2027. The RSUs do not have an expiration date.

Form 4 Insider Transactions: What Each Field Means →

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^*

Fey Lawrence

(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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		M		1,854	A	(1)	74,091	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)	02/12/2026		M			1,854	(2)	(2)	Class A Common Stock	1,854	$0	9,272	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-third of the RSUs vested on May 12, 2025. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on May 12, 2027. The RSUs do not have an expiration date.

	/s/ Lawrence Fey	02/17/2026
	** 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 insider transaction did Vivid Seats (SEAT) disclose for CEO Lawrence Fey?

Vivid Seats reported that CEO Lawrence Fey exercised 1,854 Restricted Stock Units into 1,854 shares of Class A common stock. The transaction occurred on February 12, 2026 at an exercise price of $0 per share, reflecting routine equity award vesting and conversion.

How many Vivid Seats (SEAT) shares does CEO Lawrence Fey own after this Form 4?

After the reported transaction, CEO Lawrence Fey directly owned 74,091 shares of Vivid Seats Class A common stock. He also held 9,272 Restricted Stock Units, which represent rights to receive additional Class A shares as they vest over time under the company’s equity plans.

What are the terms of the Restricted Stock Units reported by Vivid Seats (SEAT)?

Each Restricted Stock Unit represents a right to receive one share of Vivid Seats Class A common stock. One-third of the RSUs vested on May 12, 2025, and the remaining units vest in equal quarterly installments until they are fully vested on May 12, 2027.

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

The filing shows a derivative exercise, not an open-market trade. Lawrence Fey converted 1,854 Restricted Stock Units into 1,854 Class A common shares at $0, reflecting vesting of equity awards rather than a discretionary stock purchase or sale in the market.

How does this Form 4 affect Vivid Seats (SEAT) CEO’s equity exposure?

The transaction increases the CEO’s directly held Class A common shares to 74,091 while leaving 9,272 Restricted Stock Units outstanding. This maintains significant equity exposure tied to future vesting dates and aligns compensation with the company’s long-term stock performance trajectory.

When will the remaining Vivid Seats (SEAT) RSUs for the CEO fully vest?

According to the disclosure, one-third of the CEO’s RSUs vested on May 12, 2025. The remaining units vest in equal quarterly installments so that all RSUs are fully vested on May 12, 2027, with no expiration date stated for the awards.