Vivid Seats (SEAT) general counsel discloses RSU grant and tax sale

Rhea-AI Filing Summary

Vivid Seats Inc. reported insider equity activity by its general counsel. On December 11, 2025, 67 shares of Class A common stock were acquired at $0 upon settlement of restricted stock units, increasing direct holdings to 491 shares.

On December 12, 22 Class A shares were sold at $7.56 pursuant to a mandatory “sell to cover” provision, leaving 469 shares held directly. The transactions are tied to RSU awards: 339 RSUs remain from a prior grant that vests quarterly until March 11, 2027, and a new grant of 26,758 RSUs at $0 will vest in equal quarterly installments beginning March 11, 2026 and be fully vested on December 11, 2027. Each RSU represents one Class A share and does 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

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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^*

Arnett Austin

(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)
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		67	A	(1)	491	D
Class A Common Stock	12/12/2025		S		22(2)	D	$7.56	469	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			67	(3)	(3)	Class A Common Stock	67	$0	339	D
Restricted Stock Units	(1)	12/15/2025		A		26,758		(4)	(4)	Class A Common Stock	26,758	$0	26,758	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 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.

4. 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/ Austin Arnett	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Vivid Seats (SEAT) disclose in this report?

The report shows the general counsel acquired 67 Class A shares on December 11, 2025 through RSU settlement at $0, then sold 22 Class A shares on December 12, 2025 at $7.56 under a mandatory tax withholding (“sell to cover”) provision.

Who is the insider involved in this Vivid Seats (SEAT) transaction and what is their role?

The reporting person is an officer of Vivid Seats Inc., serving as its General Counsel, and filed as a single reporting person.

How many Vivid Seats Class A shares does the general counsel hold after these transactions?

Following the reported transactions, the general counsel directly owns 469 shares of Class A common stock.

What restricted stock units (RSUs) were reported for Vivid Seats (SEAT) and how many are outstanding?

The report shows 339 RSUs remaining from a prior grant and a new award of 26,758 RSUs, each representing the right to receive one share of Class A common stock at $0.

What are the vesting schedules for the Vivid Seats RSU awards reported here?

For the prior grant, one-third of the RSUs vested on March 11, 2025, with the remainder vesting in equal quarterly installments until March 11, 2027. The new 26,758 RSU grant vests in equal quarterly installments beginning on March 11, 2026 and will be fully vested on December 11, 2027.

Do the Vivid Seats RSUs reported in this filing have an expiration date?

No. For both RSU grants, the disclosure states that the RSUs do not have an expiration date.

Why were 22 Vivid Seats shares sold by the general counsel?

The 22 Class A shares sold at $7.56 were disposed of under a mandatory “sell to cover” provision to satisfy tax withholding obligations arising from the vesting and settlement of RSUs.