Vivid Seats GC vests RSUs, small tax share sale

Vivid Seats Inc. General Counsel Austin Arnett reported routine equity compensation activity involving restricted stock units (RSUs) and a small related share sale.

Rhea-AI Filing Summary

Vivid Seats Inc. General Counsel Austin Arnett reported routine equity compensation activity involving restricted stock units (RSUs) and a small related share sale. On May 12, 2026, Arnett exercised 30 RSUs, receiving 30 shares of Class A common stock at a stated price of $0.00 per share, and held 31 RSUs afterward. On May 13, 2026, 10 shares of Class A common stock were sold at $8.53 per share, leaving Arnett with 2,699 shares directly owned.

According to the footnotes, the 10-share sale was executed under a mandatory “sell to cover” provision to satisfy tax withholding obligations tied to the RSU vesting and settlement, rather than a discretionary open-market sale. The RSUs vest over time, with one-third vested on August 12, 2024 and the remainder vesting in equal quarterly installments until fully vested on August 12, 2026.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Arnett Austin

Role General Counsel

Sold 10 shs ($85.30)

Approx. gross sale proceeds $85.30

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	10	$8.53	$85.30
Exercise	Restricted Stock Units	30	$0.00	$0.00
Exercise	Class A Common Stock	30	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 31 contracts (Direct); Class A Common Stock — 2,699 shares (Direct)

Footnotes (3)

1. F1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
2. F2. Represents shares sold pursuant to a mandatory "sell to cover" provision of the RSU agreement to satisfy tax withholding obligations arising in connection with the vesting and settlement of the RSUs.
3. F3. One-third of the RSUs vested on August 12, 2024. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on August 12, 2026. The RSUs do not have an expiration date.

Key Figures

Shares sold: 10 shares Sale price: $8.53 per share Shares after sale: 2,699 shares +3 more

6 metrics

Shares sold 10 shares Class A Common Stock sold at $8.53 on May 13, 2026

Sale price $8.53 per share Mandatory sell-to-cover tax transaction

Shares after sale 2,699 shares Class A Common Stock directly owned following transactions

RSUs exercised 30 RSUs Converted to 30 Class A shares on May 12, 2026

RSUs remaining 31 RSUs Restricted Stock Units outstanding after exercise

Net buy/sell shares -10 shares Net share change from buy/sell activity in this filing

Key Terms

Restricted Stock Unit ("RSU"), sell to cover, tax withholding obligations, vesting and settlement, +1 more

5 terms

Restricted Stock Unit ("RSU") financial

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

sell to cover financial

"Represents shares sold pursuant to a mandatory "sell to cover" provision of the RSU agreement"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

tax withholding obligations financial

"to satisfy tax withholding obligations arising in connection with the vesting and settlement of the RSUs."

vesting and settlement financial

"arising in connection with the vesting and settlement of the RSUs."

quarterly installments financial

"The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on August 12, 2026."

FAQ

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

What insider transactions did Vivid Seats (SEAT) report for Austin Arnett?

Vivid Seats reported that General Counsel Austin Arnett exercised 30 restricted stock units into Class A common stock and sold 10 shares. The sale was tied to tax withholding obligations associated with RSU vesting, rather than a discretionary open-market transaction.

How many Vivid Seats (SEAT) shares did Austin Arnett sell and at what price?

Austin Arnett sold 10 shares of Vivid Seats Class A common stock at $8.53 per share. The footnotes explain this was a mandatory “sell to cover” transaction to satisfy tax withholding obligations arising from RSU vesting and settlement.

How many Vivid Seats (SEAT) RSUs did Austin Arnett exercise and what did he receive?

Austin Arnett exercised 30 restricted stock units, each representing a contingent right to one share of Class A common stock. This exercise resulted in the acquisition of 30 shares at a stated price of $0.00 per share as part of his equity compensation.

What are Austin Arnett’s Vivid Seats (SEAT) share holdings after these transactions?

Following these transactions, Austin Arnett directly holds 2,699 shares of Vivid Seats Class A common stock. He also has 31 restricted stock units remaining, each representing a contingent right to receive one share of Class A common stock upon vesting and settlement.

How do Austin Arnett’s Vivid Seats (SEAT) RSUs vest over time?

One-third of Austin Arnett’s restricted stock units vested on August 12, 2024. The remaining RSUs vest in equal quarterly installments so they are fully vested on August 12, 2026, providing a structured, time-based equity compensation schedule without an expiration date.

Was Austin Arnett’s Vivid Seats (SEAT) share sale a routine tax transaction?

Yes. The filing states the 10-share sale was executed under a mandatory “sell to cover” provision. It was specifically used to meet tax withholding obligations from RSU vesting and settlement, rather than reflecting a discretionary decision to reduce his stock exposure.

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

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Accepted by SEC EDGAR 05/14/2026 - 04:15 PM 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^*

Arnett Austin

(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)
	General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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	05/12/2026		M		30	A	(1)	2,709	D
Class A Common Stock	05/13/2026		S		10(2)	D	$8.53	2,699	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)	05/12/2026		M			30	(3)	(3)	Class A Common Stock	30	$0	31	D

Explanation of Responses:

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

2. Represents shares sold pursuant to a mandatory "sell to cover" provision of the RSU agreement to satisfy tax withholding obligations arising in connection with the vesting and settlement of the RSUs.

3. One-third of the RSUs vested on August 12, 2024. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on August 12, 2026. The RSUs do not have an expiration date.

	/s/ Austin Arnett	05/14/2026
	** 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)