Vivid Seats GC exercises RSUs, makes small share sale

Vivid Seats Inc. general counsel Austin Arnett reported a mix of RSU-related exercises, tax withholding, and a small share sale.

Rhea-AI Filing Summary

Vivid Seats Inc. general counsel Austin Arnett reported a mix of RSU-related exercises, tax withholding, and a small share sale. On Class A common stock, he sold 62 shares in an open-market transaction at about $8.36 per share. Earlier, he exercised awards tied to 3,542 shares of Class A common stock, reflecting settlement of Restricted Stock Units. To cover tax obligations from RSU vesting and settlement, 1,314 shares were disposed of under a mandatory “sell to cover” provision in the RSU agreement. Following these transactions, Arnett directly held 4,865 shares of Class A common stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Arnett Austin

Role General Counsel

Sold 62 shs ($518.32)

Approx. gross sale proceeds $518.32

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	62	$8.36	$518.32
Exercise	Restricted Stock Units	68	$0.00	$0.00
Exercise	Restricted Stock Units	129	$0.00	$0.00
Exercise	Restricted Stock Units	3,345	$0.00	$0.00
Exercise	Class A Common Stock	3,542	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,314	$8.53	$11K

Holdings After Transaction: Restricted Stock Units — 21,183 contracts (Direct); Class A Common Stock — 4,865 shares (Direct)

Footnotes (5)

1. F1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
2. F2. 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. F3. 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. F4. 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.
5. F5. 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.

Key Figures

Open-market sale: 62 shares at $8.36 RSU-related shares acquired: 3,542 shares Tax-withholding shares: 1,314 shares at $8.53 +1 more

4 metrics

Open-market sale 62 shares at $8.36 Class A Common Stock sale on June 12, 2026

RSU-related shares acquired 3,542 shares Class A Common Stock from derivative exercise on June 11, 2026

Tax-withholding shares 1,314 shares at $8.53 Mandatory sell-to-cover for RSU tax obligations on June 11, 2026

Direct holdings after transactions 4,865 shares Class A Common Stock held directly after reported transactions

Key Terms

Restricted Stock Unit ("RSU"), sell to cover, tax withholding obligations, vesting and settlement, +1 more

5 terms

Restricted Stock Unit ("RSU") financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock."

sell to cover financial

"Represents shares sold pursuant to a mandatory "sell to cover" provision of the RSU agreement"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

tax withholding obligations financial

"to satisfy tax withholding obligations arising in connection with the vesting and settlement of the RSUs."

vesting and settlement financial

"arising in connection with the vesting and settlement of the RSUs."

quarterly installments financial

"The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Vivid Seats (SEAT) report for Austin Arnett?

Austin Arnett reported RSU-related exercises, a tax-withholding disposition, and a small open-market sale. He exercised awards linked to 3,542 Class A shares, had 1,314 shares withheld for taxes, and sold 62 shares while remaining a shareholder.

How many Vivid Seats shares did Austin Arnett sell in the open market?

Austin Arnett sold 62 shares of Vivid Seats Class A common stock in an open-market transaction. The reported sale price was about $8.36 per share, representing a relatively small portion of his reported direct holdings after the transactions.

What were Austin Arnett’s Vivid Seats share holdings after these transactions?

After the reported transactions, Austin Arnett directly held 4,865 shares of Vivid Seats Class A common stock. This figure reflects his position following the RSU exercises, the tax-withholding disposition, and the small open-market sale disclosed in the filing.

How many Vivid Seats shares were used to cover taxes from RSU vesting?

A total of 1,314 Vivid Seats Class A shares were disposed of to satisfy tax withholding obligations. The filing notes this occurred under a mandatory “sell to cover” provision tied to the vesting and settlement of Restricted Stock Units granted to Austin Arnett.

What does the RSU footnote in the Vivid Seats filing explain?

The footnote explains that each Restricted Stock Unit represents a contingent right to receive one Class A share. It also notes that some shares were sold under a mandatory “sell to cover” provision to satisfy tax withholding obligations arising from RSU vesting and settlement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/15/2026 - 04:15 PM Learn about SEC filing dates

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).

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 ILLINOIS 60602

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/11/2026		M		3,542	A	(1)	6,241	D
Class A Common Stock	06/11/2026		F		1,314	D	$8.53	4,927	D
Class A Common Stock	06/12/2026		S		62(2)	D	$8.36	4,865	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)	06/11/2026		M			68	(3)	(3)	Class A Common Stock	68	$0	204	D
Restricted Stock Units	(1)	06/11/2026		M			129	(4)	(4)	Class A Common Stock	129	$0	910	D
Restricted Stock Units	(1)	06/11/2026		M			3,345	(5)	(5)	Class A Common Stock	3,345	$0	20,069	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. 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.

5. 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	06/15/2026
	** 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.
* Form 4: SEC 1474 (03-26)