[Form 4] Vivid Seats Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Vivid Seats Inc. reporting person Stanley Chia, CEO and Director, reported acquisition of 5,833 Class A common shares on 08/12/2025 through vesting of restricted stock units (RSUs). After the transaction, the reporting person beneficially owns 116,707 Class A shares, held indirectly through a trust for immediate family members for which he is co-trustee. Each RSU converts to one share; one-third vested on 05/12/2025 and the remainder vests quarterly, fully vesting on 05/12/2027. The reported share counts were adjusted for a 1-for-20 reverse stock split effected on 08/05/2025.

Insights

Securities Analyst

Routine insider vesting increases CEO's indirect stake; no cash purchase or sale reported.

The Form 4 discloses a non-derivative acquisition via RSU vesting of 5,833 Class A shares, added to an indirect holding of 116,707 shares held in a family trust. The transaction code indicates vesting rather than open-market activity, so it does not change company cash flows or signal active trading. The adjustment for a 1-for-20 reverse split is noted and explains the reported share counts. Impact to investors is limited and informational.

Corporate Governance Expert

Disclosure is consistent with compensation vesting and trust holdings; governance implications are standard.

The filing shows RSUs converting to shares under the CEO's compensation schedule with defined vesting through 2027 and holdings placed in a trust for immediate family. The reporting person is co-trustee, which properly discloses indirect beneficial ownership. No dispositions, sales, or unusual transfers are reported. This is a routine executive compensation disclosure with limited material impact.

Insider Trade Summary

5,833 shares exercised/converted

Mixed 2 txns

Insider Chia Stanley

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	5,833	$0.00	--
Exercise	Class A Common Stock	5,833	$0.00	--

Holdings After Transaction: Restricted Stock Units — 40,834 shares (Indirect, By trust); Class A Common Stock — 116,707 shares (Indirect, By trust)

Footnotes (1)

1. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock. Held by a trust, of which the reporting person is co-trustee, for the benefit of his immediate family members. The reporting person is the beneficial owner of the securities held by the trust. One-third of the RSUs vested on May 12, 2025. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on May 12, 2027. 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^*

Chia Stanley

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		M		5,833	A	(1)	116,707	I	By trust(2)

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)	08/12/2025		M			5,833	(3)	(3)	Class A Common Stock	5,833	$0	40,834	I	By trust(2)

Explanation of Responses:

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

2. Held by a trust, of which the reporting person is co-trustee, for the benefit of his immediate family members. The reporting person is the beneficial owner of the securities held by the trust.

3. One-third of the RSUs vested on May 12, 2025. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on May 12, 2027. 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/ Stanley Chia	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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