Vivid Seats counsel exercises RSUs, sells 11 shares

Vivid Seats Inc. General Counsel Austin Arnett reported transactions involving Class A common stock and Restricted Stock Units (RSUs).

Rhea-AI Filing Summary

Vivid Seats Inc. General Counsel Austin Arnett reported transactions involving Class A common stock and Restricted Stock Units (RSUs).

On August 12, 2026, Arnett exercised 31 RSUs, each converting into one share of Class A common stock, and the corresponding RSU derivative position was reduced to 0 units. On August 13, 2026, 11 shares of Class A common stock were sold at $7.22 per share pursuant to a mandatory sell-to-cover provision to satisfy tax withholding obligations arising from the RSU vesting and settlement.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Arnett Austin

Role General Counsel

Sold 11 shs ($79.42)

Approx. gross sale proceeds $79.42

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F2	11	$7.22	$79.42
Exercise	Restricted Stock Units F1, F3	31	$0.00	$0.00
Exercise	Class A Common Stock F1	31	--	--

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Class A Common Stock — 4,885 shares (Direct)

Footnotes (3)

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 August 12, 2024. The remainder of the RSUs vested in equal quarterly installments such that they fully vested on August 12, 2026. The RSUs do not have an expiration date.

Key Figures

Shares sold: 11 shares Sale price: $7.22 per share RSUs exercised: 31 RSUs +1 more

4 metrics

Shares sold 11 shares Class A common stock sale on August 13, 2026

Sale price $7.22 per share Mandatory sell-to-cover sale of 11 shares

RSUs exercised 31 RSUs RSUs converted into Class A common stock on August 12, 2026

RSUs remaining in this award 0 RSUs Reported total RSUs following the August 12, 2026 conversion

Key Terms

Restricted Stock Unit, sell to cover, tax withholding obligations

3 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

sell to cover financial

"Represents shares sold pursuant to a mandatory "sell to cover" provision"

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"

FAQ

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

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

Vivid Seats reported that General Counsel Austin Arnett exercised 31 RSUs into Class A common stock on August 12, 2026, and sold 11 shares on August 13, 2026 under a mandatory sell-to-cover provision for tax withholding.

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

Austin Arnett sold 11 shares of Vivid Seats Class A common stock at $7.22 per share on August 13, 2026. The sale was executed under a mandatory sell-to-cover arrangement to satisfy RSU-related tax withholding obligations.

What RSU activity did Vivid Seats (SEAT) disclose for Austin Arnett?

Vivid Seats disclosed that on August 12, 2026, 31 Restricted Stock Units held by Austin Arnett were exercised, each RSU converting into one share of Class A common stock, reducing the reported RSU balance in this award to 0 units.

Was Austin Arnett’s Vivid Seats (SEAT) share sale part of a sell-to-cover for taxes?

Yes. The filing states that the 11-share sale at $7.22 per share represented shares sold under a mandatory sell-to-cover provision specifically to satisfy tax withholding obligations tied to RSU vesting and settlement.

Did Vivid Seats (SEAT) indicate that Austin Arnett’s RSUs had an expiration date?

The company indicated that the RSUs do not have an expiration date. One-third vested on August 12, 2024, with the remainder vesting in equal quarterly installments until they fully vested on August 12, 2026.

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

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Available on EDGAR 08/14/2026 - 04:22 PM Accepted by SEC EDGAR 08/14/2026 - 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)
08/12/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/12/2026		M		31	A	(1)	4,896	D
Class A Common Stock	08/13/2026		S		11(2)	D	$7.22	4,885	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)	08/12/2026		M			31	(3)	(3)	Class A Common Stock	31	$0	0	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 vested in equal quarterly installments such that they fully vested on August 12, 2026. The RSUs do not have an expiration date.

	/s/ Austin Arnett	08/14/2026
	** 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)