Form 4: Arnett Austin reports multiple insider transactions in SEAT

Rhea-AI Filing Summary

Arnett Austin reported multiple insider transaction types in a Form 4 filing for SEAT. The filing lists transactions totaling 72 shares at a weighted average price of $6.83 per share. Following the reported transactions, holdings were 487 shares.

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)
02/12/2026

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	02/12/2026		M		30	A	(1)	499	D
Class A Common Stock	02/13/2026		S		12(2)	D	$6.83	487	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)	02/12/2026		M			30	(3)	(3)	Class A Common Stock	30	$0	61	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 August 12, 2024. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on August 12, 2026. The RSUs do not have an expiration date.

	/s/ Austin Arnett	02/17/2026
	** 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).
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FAQ

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

Vivid Seats reported that General Counsel Austin Arnett exercised 30 RSUs into 30 Class A common shares, then sold 12 shares. The activity reflects routine equity compensation events linked to vesting, rather than a large discretionary share sale.

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

Austin Arnett sold 12 Class A common shares of Vivid Seats at $6.83 per share. The filing notes this was done under a mandatory “sell to cover” provision to satisfy tax withholding obligations from RSU vesting and settlement.

How many Vivid Seats (SEAT) shares and RSUs does Austin Arnett hold after the Form 4?

After the reported transactions, Austin Arnett directly holds 487 Class A common shares and 61 Restricted Stock Units. These figures reflect the RSU conversion of 30 units into shares and the subsequent sale of 12 shares for tax withholding purposes.

What type of derivative security was involved in Austin Arnett’s Vivid Seats (SEAT) transaction?

The derivative security was Restricted Stock Units (RSUs), each representing a right to receive one Class A common share. On February 12, 2026, 30 RSUs were converted into 30 shares at an exercise price of $0, as part of his equity compensation.

Why did Austin Arnett’s Vivid Seats (SEAT) Form 4 include a sale of shares?

The 12-share sale was executed under a mandatory “sell to cover” provision in the RSU agreement. This mechanism automatically sells shares to cover tax withholding obligations triggered by the vesting and settlement of his Restricted Stock Units.

What is the vesting schedule of Austin Arnett’s Vivid Seats (SEAT) RSUs?

One-third of Arnett’s RSUs vested on August 12, 2024. The remaining RSUs vest in equal quarterly installments so that they become fully vested on August 12, 2026. The RSUs have no stated expiration date, according to the disclosure.