Vivid Seats CFO exercises RSUs, covers tax with shares

Vivid Seats Inc.'s Chief Financial Officer Thomas Joseph D. Jr. exercised 19,113 Restricted Stock Units into an equal number of Class A common shares on June 11, 2026, with 4,654 shares withheld at $8.53 per share to satisfy tax obligations.

Rhea-AI Filing Summary

Vivid Seats Inc.'s Chief Financial Officer Thomas Joseph D. Jr. exercised 19,113 Restricted Stock Units into an equal number of Class A common shares on June 11, 2026, with 4,654 shares withheld at $8.53 per share to satisfy tax obligations.

Each RSU represents a right to one Class A share; one-eighth vested on the grant date and the remainder vest in equal quarterly installments from June 11, 2026 to December 11, 2027. After these transactions, he holds 25,612 Class A common shares directly, and 114,679 RSUs are reported as remaining outstanding.

Insider Trade Summary

19,113 shares exercised/converted

Exercise 3 txns

Insider Thomas Joseph D. Jr.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	19,113	$0.00	$0.00
Exercise	Class A Common Stock	19,113	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	4,654	$8.53	$40K

Holdings After Transaction: Restricted Stock Units — 114,679 contracts (Direct); Class A Common Stock — 25,612 shares (Direct)

Footnotes (2)

1. F1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
2. F2. 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.

Key Figures

RSUs exercised: 19,113 units Shares withheld for taxes: 4,654 shares Tax withholding price: 8.5300 per share +2 more

5 metrics

RSUs exercised 19,113 units Restricted Stock Units converted into Class A Common Stock on June 11, 2026

Shares withheld for taxes 4,654 shares Class A shares delivered to satisfy tax obligations at $8.5300 per share

Tax withholding price 8.5300 per share Per-share price used for the 4,654-share tax-withholding disposition

Post-transaction direct holdings 25,612 shares Class A Common Stock held directly after the reported transactions

Remaining RSUs 114,679 units Restricted Stock Units reported as outstanding after the RSU conversion

Key Terms

Restricted Stock Units, Class A common stock, tax-withholding disposition, contingent right

4 terms

Restricted Stock Units financial

"Each Restricted Stock Unit 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

"Each 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 coded F reflects a tax-withholding disposition of Class A shares"

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.

contingent right financial

"Each RSU represents a contingent right to receive one share of stock"

FAQ

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

What insider transaction did Vivid Seats (SEAT) report for its CFO?

Vivid Seats (SEAT) reported that CFO Thomas Joseph D. Jr. exercised 19,113 RSUs into Class A common stock on June 11, 2026. In the same sequence, 4,654 shares were withheld at $8.53 per share to cover tax obligations.

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

After the reported transactions, the CFO directly holds 25,612 shares of Vivid Seats (SEAT) Class A common stock. This post-transaction balance reflects his remaining direct equity position in the company’s primary trading class.

How many RSUs remain outstanding for the Vivid Seats (SEAT) CFO?

Following the June 11, 2026 RSU conversion, 114,679 Restricted Stock Units are reported as remaining outstanding for the Vivid Seats (SEAT) CFO. Each RSU represents a contingent right to receive one share of Class A common stock.

What was the tax withholding treatment in this Vivid Seats (SEAT) Form 4?

The transaction includes a tax-withholding disposition of 4,654 Class A shares at $8.53 per share. These shares were delivered to satisfy tax obligations arising from the RSU vesting, not reported as an open-market sale.

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

One-eighth of the CFO’s RSUs vested on the grant date, with the remainder vesting in equal quarterly installments starting June 11, 2026. The awards are scheduled to be fully vested by December 11, 2027, and the RSUs do not have an expiration date.

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

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Accepted by SEC EDGAR 06/15/2026 - 04:15 PM EDT Learn about SEC filing dates

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 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)

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

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/11/2026		M		19,113	A	(1)	30,266	D
Class A Common Stock	06/11/2026		F		4,654	D	$8.53	25,612	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)	06/11/2026		M			19,113	(2)	(2)	Class A Common Stock	19,113	$0	114,679	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	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)