What are the Vivid Seats (SEAT) CTO’s share holdings after these transactions?

Individual transaction lines indicate direct Class A holdings between 41,602 and 41,858 shares after the reported events. The filing also lists 3,554 Restricted Stock Units remaining outstanding following the vesting activity.

Vivid Seats (NASDAQ: SEAT) CTO exercises RSUs, uses 256 shares for taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Vivid Seats Inc. Chief Technology Officer Stefano Langenbacher reported routine equity-compensation activity involving Restricted Stock Units (RSUs) and related tax withholding. On May 12, 2026, RSUs covering 592 shares of Class A common stock were exercised, resulting in the acquisition of 592 shares at a stated price of $0.00 per share. To cover tax obligations, 256 shares of Class A common stock were disposed of at $8.68 per share as a tax-withholding transaction, not an open-market sale. After these entries, his direct Class A holdings reported in the filing ranged between 41,602 and 41,858 shares, while 3,554 RSUs remained outstanding, vesting through November 12, 2027.

Insider Trade Summary

592 shares exercised/converted

Mixed 3 txns

Insider Langenbacher Stefano

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	592	$0.00	--
Exercise	Class A Common Stock	592	$0.00	--
Tax Withholding	Class A Common Stock	256	$8.68	$2K

Holdings After Transaction: Restricted Stock Units — 3,554 shares (Direct, null); Class A Common Stock — 41,858 shares (Direct, null)

Footnotes (1)

Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock. One-third of the RSUs vested on November 12, 2025. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on November 12, 2027. The RSUs do not have an expiration date.

Key Figures

RSU shares exercised: 592 shares Shares withheld for taxes: 256 shares Price for tax withholding: $8.68 per share +5 more

8 metrics

RSU shares exercised 592 shares Restricted Stock Units converted to Class A common stock on May 12, 2026

Shares withheld for taxes 256 shares Class A shares disposed at $8.68 per share for tax withholding

Price for tax withholding $8.68 per share Value used for 256-share tax-withholding disposition

Direct holdings low end 41,602 shares Class A common stock reported following one transaction entry

Direct holdings high end 41,858 shares Class A common stock reported following another transaction entry

Remaining RSUs 3,554 units Restricted Stock Units outstanding after the reported vesting event

RSU vesting start date November 12, 2025 One-third of RSUs vested on this date

RSU full vesting date November 12, 2027 RSUs vest in equal quarterly installments until this date

Key Terms

Restricted Stock Units, RSU, tax-withholding disposition, derivative exercise/conversion, +2 more

6 terms

Restricted Stock Units financial

"security_title": "Restricted Stock Units""

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

RSU financial

"Each Restricted Stock Unit ("RSU") represents a contingent right"

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

derivative security financial

"transaction_code_description": "Exercise or conversion of derivative security""

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Class A Common Stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

05/14/2026 - 04:15 PM

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^*

Langenbacher Stefano

(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)
	Chief Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	05/12/2026		M		592	A	⁽¹⁾	41,858	D
Class A Common Stock	05/12/2026		F		256	D	$8.68	41,602	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/12/2026		M			592	⁽²⁾	⁽²⁾	Class A Common Stock	592	$0	3,554	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 November 12, 2025. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on November 12, 2027. The RSUs do not have an expiration date.

	/s/ Stefano Langenbacher	05/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

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

Vivid Seats’ CTO Stefano Langenbacher exercised RSUs for 592 Class A shares and disposed of 256 shares to cover taxes. These were compensation-related entries, not open-market stock purchases or sales.

Did the Vivid Seats (SEAT) CTO sell shares on the open market?

The filing shows a disposition of 256 Class A shares for tax withholding, not an open-market sale. Shares were used to satisfy tax obligations tied to vested equity awards, a common administrative transaction.

How many Vivid Seats (SEAT) shares did the CTO acquire through RSUs?

The CTO acquired 592 shares of Class A common stock through the exercise of Restricted Stock Units. Each RSU represented a contingent right to receive one share upon vesting, according to the filing footnotes.

How do the Vivid Seats (SEAT) CTO’s RSUs vest over time?

One-third of the CTO’s RSUs vested on November 12, 2025. The remaining RSUs vest in equal quarterly installments until they are fully vested on November 12, 2027, with no expiration date specified for the RSUs.

What does transaction code F mean in the Vivid Seats (SEAT) Form 4?

Transaction code F indicates shares were withheld to pay the exercise price or tax liability. In this filing, 256 Class A shares were withheld as a tax-withholding disposition, rather than being sold in the open market.