STOCK TITAN

SEAT Insider Filing: Chief Accounting Officer Reports RSU Vesting and 447-Share Sale

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Edward Pickus, Chief Accounting Officer of Vivid Seats Inc. (SEAT), reported changes in beneficial ownership on Form 4 relating to transactions dated 09/11/2025. The filing shows acquisitions reported as 204 and 807 Class A common stock equivalents and a disposition of 447 Class A shares at a price of $17.33. After the non-derivative transactions the reported beneficial ownership figures are 5,393, 6,200 and 5,753 shares in the respective lines. The Form 4 also reports receipt/holding of Restricted Stock Units (RSUs) underlying 204 and 807 shares, with post-transaction RSU totals of 408 and 4,847. The filing explains staged vesting schedules and notes a 1-for-20 reverse stock split effective August 5, 2025. The form is signed and dated 09/15/2025.

Positive

  • RSU vesting reported, indicating retention-based compensation remains in effect
  • Disclosure includes reverse split adjustment, showing accurate reporting after corporate action
  • Form 4 is timely and signed (dated 09/15/2025), meeting Section 16 reporting obligations

Negative

  • Insider sold 447 shares at $17.33, which may be viewed negatively by some investors despite limited size

Insights

TL;DR: Insider reported modest RSU vesting and a small open-market sale; transactions appear routine and not materially dilutive.

The Form 4 documents scheduled vesting and reporting adjustments after a reverse split. The filing lists acquisitions tied to RSUs and a single disposition of 447 Class A shares at $17.33. The reported post-transaction share counts and RSU balances indicate continued equity compensation retention rather than a large exit. There is no information in this filing about overall holdings as a percentage of outstanding shares or any new grants beyond the described RSU schedule, so material impact on capitalization or control cannot be established from this filing alone.

TL;DR: Disclosure aligns with typical executive equity vesting and SEC Section 16 reporting requirements; timing appears procedural.

The filing includes explanatory notes describing multi-year vesting schedules and confirms adjustment for a 1-for-20 reverse stock split, demonstrating compliance with reporting and corporate action adjustments. The presence of both vested RSUs and a small share disposition is consistent with routine compensation settlement and liquidity needs. No new executive appointments, amendments to compensation arrangements, or insider trading pattern changes are disclosed in this form.

Insider Pickus Edward
Role Chief Accounting Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 204 $0.00 --
Exercise Restricted Stock Units 807 $0.00 --
Exercise Class A Common Stock 204 $0.00 --
Exercise Class A Common Stock 807 $0.00 --
Tax Withholding Class A Common Stock 447 $17.33 $8K
Holdings After Transaction: Restricted Stock Units — 408 shares (Direct); Class A Common Stock — 5,393 shares (Direct)
Footnotes (1)
  1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock. 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. 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.
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*
Pickus Edward

(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 Accounting 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 204 A (1) 5,393 D
Class A Common Stock 09/11/2025 M 807 A (1) 6,200 D
Class A Common Stock 09/11/2025 F 447 D $17.33 5,753 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 204 (2) (2) Class A Common Stock 204 $0 408 D
Restricted Stock Units (1) 09/11/2025 M 807 (3) (3) Class A Common Stock 807 $0 4,847 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.
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/ Edward Pickus 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 transactions did Edward Pickus report on the Form 4 for SEAT?

The Form 4 reports acquisitions equivalent to 204 and 807 Class A shares (RSU-related) and a disposition of 447 Class A shares at $17.33 on 09/11/2025.

How many RSUs or shares does Pickus hold after the reported transactions?

Post-transaction totals reported in the filing show RSU-derived holdings of 408 and 4,847 in the respective derivative lines and non-derivative line balances of 5,393, 6,200, and 5,753 as listed.

Does the Form 4 mention any change due to a reverse stock split for SEAT?

Yes. The filing states the share numbers were adjusted to reflect a 1-for-20 reverse stock split of Class A and Class B common stock effective August 5, 2025.

What is the vesting schedule for the RSUs described in the filing?

The filing explains one-third of the RSUs vested on March 11, 2024 or March 11, 2025 depending on the grant, with the remainder vesting in equal quarterly installments through full vesting on March 11, 2026 or March 11, 2027.

When was the Form 4 signed and filed?

The signature block shows the form was signed by Edward Pickus on 09/15/2025.