Vivid Seats (SEAT) Insider Report: RSU Vesting and 804-Share Sale at $17.33

Rhea-AI Filing Summary

Stefano Langenbacher, Chief Technology Officer of Vivid Seats Inc. (SEAT), reported transactions on Form 4 dated 09/11/2025. The filing shows 1,817 Restricted Stock Units (RSUs) reported as acquired (code M) and 804 shares of Class A common stock reported as disposed of at a price of $17.33 per share. After these transactions the Form reports 10,902 shares beneficially owned (including shares underlying RSUs). The RSUs represent one share each; one-third vested on March 11, 2025 and the remainder vest in equal quarterly installments through March 11, 2027. The reported share amounts were adjusted for a 1-for-20 reverse stock split effective August 5, 2025.

Positive

• RSU vesting disclosed with a clear schedule through March 11, 2027, which aligns executive incentives with long-term performance
• Full disclosure of transaction details including quantities, transaction dates, sale price ($17.33) and adjustment for the 1-for-20 reverse split

Negative

• Disposition of 804 Class A shares at $17.33 reduced immediate holdings
• Insider still holds a relatively small reported beneficial ownership (10,902 shares total), which may be modest relative to company size

Insights

Financial Analyst

TL;DR: Routine insider vesting with a small open-market disposition; no clear signal of material change in company outlook.

The Form 4 discloses standard compensation vesting activity: 1,817 RSUs were recorded as acquired and are counted toward beneficial ownership, with an established vesting schedule through March 11, 2027. A reported disposition of 804 Class A shares at $17.33 reduced immediate share holdings but the filing reflects a remaining total of 10,902 shares beneficially owned after adjustments for the August 5, 2025 1-for-20 reverse split. These transactions are typical for executive compensation and do not, on their face, indicate a material corporate event.

Corporate Governance Expert

TL;DR: Compensation-related vesting and a minor sale disclosed; governance disclosure appears complete and timely.

The disclosure includes necessary details: transaction dates, quantities, price for the disposed shares, vesting schedule for RSUs, and an explicit adjustment for the 1-for-20 reverse split. The filing is signed and dated 09/15/2025. The RSU terms show multi-year vesting which aligns executive incentives with longer-term performance. The reported sale of 804 shares is quantified with a price of $17.33, and both acquisition and disposition lines are reported separately, meeting Section 16 reporting conventions.

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).

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 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 Technology Officer

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		1,817	A	(1)	6,826	D
Class A Common Stock	09/11/2025		F		804	D	$17.33	6,022	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			1,817	(2)	(2)	Class A Common Stock	1,817	$0	10,902	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, 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.

Remarks:

The numbers of shares (including shares underlying RSUs) reported on this Form 4 have been adjusted to give effect to a 1-for-20 reverse stock split of the Issuer's Class A and Class B common stock that was effected on August 5, 2025.

	/s/ Stefano Langenbacher	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.
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 did SEAT insider Stefano Langenbacher report on Form 4?

The Form 4 reports 1,817 RSUs acquired (code M) and a disposition of 804 Class A shares at $17.33 on 09/11/2025, leaving 10,902 shares beneficially owned (including RSUs).

When do the RSUs reported by SEAT vest and convert to shares?

One-third of the RSUs vested on March 11, 2025; the remainder vest in equal quarterly installments and will be fully vested on March 11, 2027.

Were the reported share counts adjusted for any corporate actions?

Yes. The filing states share numbers were adjusted for a 1-for-20 reverse stock split effective August 5, 2025.

What price was reported for the disposed shares in the Form 4 for SEAT?

The Form 4 shows a reported disposition of 804 shares at a price of $17.33 per share.

Who signed and dated the Form 4 filing?

The Form 4 is signed /s/ Stefano Langenbacher and dated 09/15/2025.