SEAT Form 4: 245 shares acquired from RSU vesting; 4,831 owned

Rhea-AI Filing Summary

Vivid Seats (SEAT) director reported an RSU vesting event on 10/19/2025. 245 shares of Class A common stock were acquired upon settlement of restricted stock units (Code M), bringing directly held shares to 4,831. The derivative line shows 245 RSUs converting into an equal number of shares at $0 exercise price.

The RSUs vest in five equal annual installments that began on October 19, 2022 and will be fully vested on October 19, 2026. Share amounts reflect the company’s 1‑for‑20 reverse stock split effective August 5, 2025.

Insider Trade Summary

245 shares exercised/converted

Mixed 2 txns

Insider Donnini David

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	245	$0.00	--
Exercise	Class A Common Stock	245	$0.00	--

Holdings After Transaction: Restricted Stock Units — 245 shares (Direct); Class A Common Stock — 4,831 shares (Direct)

Footnotes (1)

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock. The RSUs began vesting in five equal annual installments on October 19, 2022, such that they will be fully vested on October 19, 2026. The RSUs do not have an expiration date.

Form 4 Insider Transactions: What Each Field Means →

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
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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^*

Donnini David

(Last) (First) (Middle)

C/O GTCR LLC

300 N. LASALLE ST., STE. 5600

(Street)

CHICAGO IL 60654

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/19/2025

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	10/19/2025		M		245	A	(1)	4,831	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)	10/19/2025		M			245	(2)	(2)	Class A Common Stock	245	$0	245	D

Explanation of Responses:

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

2. The RSUs began vesting in five equal annual installments on October 19, 2022, such that they will be fully vested on October 19, 2026. The RSUs do not have an expiration date.

Remarks:

The numbers of shares (including shares underlying RSUs) reported on this Form 4 have been adjusted to give effect to a 1-for-20 reverse stock split of the Issuer's Class A and Class B common stock that was effected on August 5, 2025.

	/s/ Emily Epstein, Attorney-in-Fact	10/21/2025
	** 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.

FAQ

What did Vivid Seats (SEAT) disclose in this Form 4?

A director acquired 245 shares of Class A common stock via RSU settlement (Code M) on 10/19/2025, increasing directly held shares to 4,831.

How many shares were acquired and at what price?

The filing shows 245 shares acquired from RSUs at an exercise price of $0.

What is the vesting schedule for the RSUs?

RSUs vest in five equal annual installments starting October 19, 2022, fully vesting on October 19, 2026.

What is the insider’s role at Vivid Seats (SEAT)?

The reporting person is a Director.

How many shares does the insider own after the transaction?

The insider beneficially owns 4,831 Class A shares directly after the reported transaction.

Were the share counts adjusted for any corporate action?

Yes. All amounts were adjusted for a 1‑for‑20 reverse stock split effective August 5, 2025.

What does transaction code M mean?

Code M indicates the exercise or conversion of a derivative security, here the settlement of RSUs into common shares.