Vivid Seats (SEAT) CTO settles RSUs, 25,620 shares withheld for tax

Rhea-AI Filing Summary

Vivid Seats Inc. Chief Technology Officer Stefano Langenbacher reported routine equity compensation activity involving restricted stock units (RSUs) tied to Class A common stock on March 11, 2026. He exercised or converted RSUs into 57,836 shares of Class A common stock, reflecting vesting of previously granted awards.

To cover tax obligations, 25,620 shares of Class A common stock were withheld at $6.10 per share, classified as a tax-withholding disposition rather than an open-market sale. Following these transactions, Langenbacher directly holds 41,266 shares of Class A common stock. The filing shows no remaining derivative positions in this dataset, consistent with a compensation-related vesting and settlement event.

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)
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		57,836	A	(1)	66,886	D
Class A Common Stock	03/11/2026		F		25,620	D	$6.1	41,266	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			1,817	(2)	(2)	Class A Common Stock	1,817	$0	7,268	D
Restricted Stock Units	(1)	03/11/2026		M			17,793	(3)	(3)	Class A Common Stock	17,793	$0	35,588	D
Restricted Stock Units	(1)	03/11/2026		M			38,226	(4)	(4)	Class A Common Stock	38,226	$0	267,584	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. 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.

4. 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/ Stefano Langenbacher	03/13/2026
	** Signature of Reporting Person	Date
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FAQ

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

Vivid Seats’ CTO Stefano Langenbacher exercised RSUs into 57,836 shares of Class A common stock on March 11, 2026. These transactions reflect routine vesting and settlement of prior equity awards rather than open-market purchases or sales.

How many Vivid Seats (SEAT) shares were withheld for taxes in this Form 4?

The company withheld 25,620 shares of Class A common stock at $6.10 per share to cover tax obligations. This tax-withholding disposition is coded “F” and is not an open-market sale, but part of equity award settlement.

How many Vivid Seats (SEAT) shares does the CTO hold after these transactions?

After the reported transactions, CTO Stefano Langenbacher directly holds 41,266 shares of Vivid Seats Class A common stock. This figure reflects his position following RSU settlement and the share withholding for associated tax liabilities.

What do the RSU transactions mean for Vivid Seats (SEAT) insider activity?

The RSU transactions show the CTO converting equity awards into 57,836 common shares, with part withheld for taxes. Such vesting and settlement events are typical for executive compensation and do not indicate discretionary market buying or selling.

Were any open-market purchases or sales reported by Vivid Seats (SEAT) CTO?

No open-market purchases or sales are indicated. The filing shows RSU exercises coded “M” and a tax-withholding disposition coded “F,” which are administrative steps in settling equity compensation rather than voluntary market trades.