[Form 4] Vivid Seats Inc. Insider Trading Activity

Rhea-AI Filing Summary

Emily T. Epstein, General Counsel of Vivid Seats Inc. (SEAT), reported transactions dated 09/11/2025. The filing shows two RSU vesting entries converting to 393 and 1,453 shares of Class A common stock and a disposition of 836 shares at a price of $17.33. Following the reported transactions the form lists beneficial ownership totals of 9,485, 10,938 and 10,102 shares in the non-derivative table and 786 and 8,723 shares in the derivative table. The filing explains each RSU equals one share and details vesting schedules: one-third vested March 11, 2024 and March 11, 2025 respectively, with remaining RSUs vesting quarterly to full vesting by March 11, 2026 and March 11, 2027.

Positive

• RSU conversions into 393 and 1,453 shares demonstrate planned compensation vesting and executive retention mechanisms.
• Vesting schedules disclosed provide transparency on when remaining RSUs will convert (full vesting by March 11, 2026 and March 11, 2027).

Negative

• Disposition of 836 shares at $17.33 represents insider selling activity which increases available free float in the near term.
• Filing lacks context about total company outstanding shares or percentage ownership, limiting assessment of materiality.

Insights

Corporate Governance Expert

TL;DR: Insider reported scheduled RSU vesting with a small share disposition; shows routine compensation realization, not evidence of material governance change.

The Form 4 documents standard equity compensation activity for an officer who is also General Counsel. The filing discloses conversion of two RSU tranches into Class A shares and a concurrent disposition of 836 shares at $17.33. The included vesting schedules indicate multi-year, time-based vesting, which aligns with retention-focused compensation practices. There is no disclosure of new grants, material changes to executive roles, or unusual one-time transactions that would indicate governance shifts.

Securities Analyst

TL;DR: The insider sale of 836 shares at $17.33 is a material disclosure for share supply; vesting increases insider-held shares but appears routine.

The report combines vesting-related acquisitions (393 and 1,453 RSUs converting to shares) with a disposition of 836 shares at a specified price. Vesting increases the pool of shares potentially available to the market from insiders over time while the sale reduces immediate insider holdings. Quantitatively, the disclosed sale and vesting sizes should be compared with total outstanding shares to assess market impact; that context is not provided in the filing.

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
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Epstein Emily T

(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)
	General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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 A Common Stock	09/11/2025		M		393	A	(1)	9,485	D
Class A Common Stock	09/11/2025		M		1,453	A	(1)	10,938	D
Class A Common Stock	09/11/2025		F		836	D	$17.33	10,102	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)	09/11/2025		M			393	(2)	(2)	Class A Common Stock	393	$0	786	D
Restricted Stock Units	(1)	09/11/2025		M			1,453	(3)	(3)	Class A Common Stock	1,453	$0	8,723	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 March 11, 2024. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2026. The RSUs do not have an expiration date.

3. 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.

	/s/ Emily T. Epstein	09/15/2025
	** 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.
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FAQ

What transactions did Emily T. Epstein report on Form 4 for SEAT?

The Form 4 reports RSU conversions to 393 and 1,453 Class A shares and a disposition of 836 Class A shares at $17.33, all dated 09/11/2025.

How do the RSUs described in the SEAT Form 4 vest?

Each RSU equals one share. For one tranche one-third vested on March 11, 2024 with remaining RSUs vesting quarterly to full vesting by March 11, 2026. For the other tranche one-third vested on March 11, 2025 with full vesting by March 11, 2027.

What role does the reporting person hold at Vivid Seats (SEAT)?

The reporting person is listed as General Counsel and an officer of Vivid Seats Inc.

When were the transactions reported on the Form 4 executed?

All listed transactions have a transaction date of 09/11/2025 and the form is signed on 09/15/2025.

Does the Form 4 explain what each RSU represents?

Yes. The filing states each Restricted Stock Unit represents a contingent right to receive one share of Class A common stock.