Vivid Seats (SEAT) CTO discloses RSU awards and Class A share moves

Rhea-AI Filing Summary

Vivid Seats Inc. executive Stefano Langenbacher, the Chief Technology Officer, reported routine equity compensation activity. On December 11, 2025, 1,817 shares of Class A common stock were acquired through the vesting and settlement of restricted stock units (RSUs), and 804 shares were disposed of at $7.57 per share, leaving him with 8,710 Class A shares held directly.

In connection with these awards, he now holds 9,085 RSUs from an earlier grant, one-third of which vested on March 11, 2025 with the remainder vesting quarterly until March 11, 2027. He also received a new grant of 305,810 RSUs on December 15, 2025, which will vest in equal quarterly installments beginning March 11, 2026 and be fully vested by December 11, 2027. Each RSU represents a right to receive one share of Class A common stock.

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

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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).

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^*

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)
12/11/2025

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	12/11/2025		M		1,817	A	(1)	9,514	D
Class A Common Stock	12/11/2025		F		804	D	$7.57	8,710	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)	12/11/2025		M			1,817	(2)	(2)	Class A Common Stock	1,817	$0	9,085	D
Restricted Stock Units	(1)	12/15/2025		A		305,810		(3)	(3)	Class A Common Stock	305,810	$0	305,810	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.

3. The RSUs will vest in equal quarterly installments beginning on March 11, 2026 such that they will be fully vested on December 11, 2027. The RSUs do not have an expiration date.

	/s/ Stefano Langenbacher	12/15/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Vivid Seats (SEAT) report for its CTO?

The Chief Technology Officer, Stefano Langenbacher, reported that on December 11, 2025 he acquired 1,817 shares of Vivid Seats Class A common stock through RSU settlement and disposed of 804 shares at $7.57 per share, primarily reflecting equity compensation activity.

How many Vivid Seats shares does the CTO own after these transactions?

Following the reported transactions on December 11, 2025, Stefano Langenbacher beneficially owns 8,710 shares of Vivid Seats Class A common stock in direct ownership.

What RSU awards does the Vivid Seats CTO hold according to this filing?

He holds 9,085 restricted stock units (RSUs) from an existing grant tied to Class A common stock and a new grant of 305,810 RSUs, each representing a contingent right to receive one share of Class A common stock.

What is the vesting schedule for the previously granted RSUs at Vivid Seats?

For the earlier RSU grant, one-third of the units vested on March 11, 2025, with the remaining RSUs vesting in equal quarterly installments so that they will be fully vested on March 11, 2027. These RSUs do not have an expiration date.

What is the vesting schedule for the new 305,810 RSU grant at Vivid Seats?

The new grant of 305,810 RSUs awarded on December 15, 2025 will vest in equal quarterly installments beginning on March 11, 2026 and will be fully vested on December 11, 2027. These RSUs also do not have an expiration date.

How does each RSU reported by Vivid Seats’ CTO convert into shares?

Each restricted stock unit (RSU) reported by the CTO represents a contingent right to receive one share of Vivid Seats Class A common stock upon vesting.