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Vivid Seats CTO converts 44,491 RSUs to shares

Vivid Seats’ CTO had RSUs convert into 44,491 Class A shares, with 19,262 shares withheld to cover exercise price or taxes.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Vivid Seats Inc. (SEAT) reports that Chief Technology Officer Stefano Langenbacher converted restricted stock units into 44,491 shares of Class A common stock on September 11, 2026. These shares arose from three RSU grants, and 19,262 shares of the resulting stock were delivered or withheld to cover exercise price or tax liability.

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Insider Langenbacher Stefano
Role Chief Technology Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F1, F2 1,817 $0.00 $0.00
Exercise Restricted Stock Units F1, F3 4,448 $0.00 $0.00
Exercise Restricted Stock Units F1, F4 38,226 $0.00 $0.00
Exercise Class A Common Stock F1 44,491 -- --
Exercise Price or Tax Liability Class A Common Stock 19,262 $4.95 $95K
Holdings After Transaction: Restricted Stock Units — 221,458 contracts (Direct); Class A Common Stock — 91,985 shares (Direct)
Footnotes (4)
  1. F1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
  2. F2. 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. F3. 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. F4. 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.
RSUs converted 44,491 units Restricted Stock Units converted to Class A common stock on September 11, 2026
Class A shares acquired from RSUs 44,491 shares Shares of Class A common stock received upon RSU conversion on September 11, 2026
Shares delivered or withheld for exercise price or tax liability 19,262 shares Code F transaction on September 11, 2026
Per-share amount for tax/exercise settlement $4.95 per share Code F Class A common stock transaction on September 11, 2026
RSU tranche 1 converted 1,817 units Restricted Stock Units converted into Class A shares on September 11, 2026
RSU tranche 2 converted 4,448 units Restricted Stock Units converted into Class A shares on September 11, 2026
RSU tranche 3 converted 38,226 units Restricted Stock Units converted into Class A shares on September 11, 2026
Restricted Stock Units financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Class A common stock financial
"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.
vesting financial
"vested on March 11, 2025. 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.
tax liability financial
"Payment of exercise price or tax liability by delivering or withholding securities"

FAQ

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

What insider transaction did Vivid Seats (SEAT) disclose for CTO Stefano Langenbacher?

CTO Stefano Langenbacher had restricted stock units convert into 44,491 shares of Vivid Seats Class A common stock on September 11, 2026, with a portion of the resulting shares delivered or withheld to cover exercise price or tax liability.

How many Vivid Seats (SEAT) RSUs were converted into Class A shares in this Form 4?

A total of 44,491 restricted stock units were converted into an equal number of Class A common shares. The conversions came from RSU tranches of 1,817, 4,448, and 38,226 units, each RSU representing one share of Class A common stock.

How many Vivid Seats (SEAT) shares were withheld for exercise price or tax liability?

The filing states that 19,262 shares of Class A common stock were delivered or withheld at $4.95 per share for payment of exercise price or tax liability in connection with the RSU conversions reported on September 11, 2026.

Were the Vivid Seats (SEAT) insider transactions under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox was not marked as affirming a trading plan, and the footnotes do not state that these transactions were made pursuant to a Rule 10b5-1 plan.

What do the RSU vesting schedules look like for the Vivid Seats (SEAT) CTO grants?

The RSU grants referenced vest in quarterly installments. One grant fully vests by March 11, 2027, another by March 11, 2028, and another by December 11, 2027. The RSUs do not have expiration dates according to the footnotes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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)
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 Stock09/11/2026M44,491A(1)111,247D
Class A Common Stock09/11/2026F19,262D$4.9591,985D
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)09/11/2026M1,817 (2) (2)Class A Common Stock1,817$03,634D
Restricted Stock Units(1)09/11/2026M4,448 (3) (3)Class A Common Stock4,448$026,692D
Restricted Stock Units(1)09/11/2026M38,226 (4) (4)Class A Common Stock38,226$0191,132D
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 Langenbacher09/15/2026
** 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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