Vivid Seats (SEAT) GC vests RSUs, withholds shares for taxes and sells 247

Rhea-AI Filing Summary

Vivid Seats Inc. General Counsel Austin Arnett reported multiple equity transactions linked to restricted stock units (RSUs). On March 11, 2026, RSU vesting and conversion delivered 3,930 shares of Class A common stock at a conversion price of $0.00 per share.

To cover tax obligations from this vesting, 1,491 shares were disposed of at $6.10 per share through a tax-withholding transaction, and on March 12, 2026 an additional 247 shares were sold in the open market at a weighted average price of $5.08 per share under a mandatory sell-to-cover provision. Following these transactions, Arnett directly holds 2,679 shares 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^*

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)
03/11/2026

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	03/11/2026		M		3,930	A	(1)	4,417	D
Class A Common Stock	03/11/2026		F		1,491	D	$6.1	2,926	D
Class A Common Stock	03/12/2026		S		247(2)	D	$5.08(3)	2,679	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)	03/11/2026		M			67	(4)	(4)	Class A Common Stock	67	$0	272	D
Restricted Stock Units	(1)	03/11/2026		M			519	(5)	(5)	Class A Common Stock	519	$0	1,039	D
Restricted Stock Units	(1)	03/11/2026		M			3,344	(6)	(6)	Class A Common Stock	3,344	$0	23,414	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. Represents the weighted average sale price of multiple transactions at prices ranging from $5.06 to $5.19 per share. The reporting person undertakes to provide, upon request from the staff of the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. 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.

5. One-third of the RSUs vested on March 11, 2026. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2028. The RSUs do not have an expiration date.

6. The RSUs began vesting in equal quarterly installments 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	03/13/2026
	** 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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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What did Vivid Seats (SEAT) General Counsel Austin Arnett report on this Form 4?

Austin Arnett reported RSU vesting that converted into common stock, a tax-withholding share disposition, and a small open-market sale. These transactions reflect routine equity compensation activity rather than a large discretionary change in his overall ownership position.

How many Vivid Seats (SEAT) RSUs vested for Austin Arnett and into what did they convert?

RSU vesting delivered 3,930 shares of Vivid Seats Class A common stock to Austin Arnett at a conversion price of $0.00 per share. Each RSU represents a contingent right to receive one share, so the vesting directly increased his common stock holdings before tax-related dispositions.

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

Arnett sold 247 shares of Vivid Seats Class A common stock on March 12, 2026 at a weighted average price of $5.08 per share. The sale was executed pursuant to a mandatory sell-to-cover provision tied to RSU-related tax obligations, according to the footnotes.

What portion of Austin Arnett’s Vivid Seats (SEAT) shares were used for tax withholding?

A total of 1,491 shares of Vivid Seats Class A common stock were disposed of at $6.10 per share to satisfy tax withholding obligations. This transaction is coded as a tax-withholding disposition, indicating the shares were not sold as a discretionary open-market trade.

How many Vivid Seats (SEAT) shares does Austin Arnett hold after these transactions?

After the RSU vesting, tax-withholding disposition, and small open-market sale, Austin Arnett directly holds 2,679 shares of Vivid Seats Class A common stock. This figure reflects his remaining equity stake reported in this Form 4 following all listed transactions.

What do the RSU vesting schedules in the Vivid Seats (SEAT) Form 4 footnotes show?

Footnotes describe RSU grants that vest in quarterly installments, with tranches fully vesting between March 11, 2027 and March 11, 2028, and another grant vesting through December 11, 2027. These schedules outline how additional shares may be delivered over time as service-based conditions are met.