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

Rhea-AI Filing Summary

Emily T. Epstein, General Counsel of Vivid Seats Inc. (ticker reported as SEAT, warrants symbol metadata SEATW), reported Section 16 transactions on Form 4 reflecting equity activity on August 12-13, 2025. The filing shows 1,195 RSUs acquired/vested on August 12, 2025, and 216 RSUs acquired/vested in a separate grant, with 979 and 216 underlying Class A shares respectively reflected after vesting. To satisfy tax withholding, 68 shares were sold on August 13, 2025 at a weighted average price of $17.47 per share, and 302 shares were disposed on August 12, 2025 at $17.51 per share. An additional 239 shares were sold pursuant to a domestic relations order. Following these transactions and giving effect to a 1-for-20 reverse stock split effective August 5, 2025, Epstein beneficially owned 9,092 shares of Class A common stock after the reported transactions.

Positive

• RSU vesting disclosed, showing executive compensation aligning with shareholder interests via equity grants
• Clear disclosure of sell-to-cover and domestic relations sale provides transparency into reasons for insider disposals
• Post-transaction beneficial ownership is reported (9,092 Class A shares), maintaining regulatory compliance

Negative

• Insider sales (302 shares at $17.51; 68 shares at $17.47) reduced the reporting person’s holdings, which could be viewed negatively by some investors
• Domestic relations order sale (239 shares) indicates involuntary disposition of shares

Insights

Corporate Governance Expert

TL;DR: Insider RSU vesting with sell-to-cover and domestic relations dispositions, adjusted for a reverse split; routine but important for ownership transparency.

The Form 4 documents standard executive equity vesting events and related share dispositions to meet tax withholding and a domestic relations order. Vesting schedules are disclosed: one RSU tranche vested May 12, 2025 with remaining installments through May 12, 2027; another tranche vested one-third on November 12, 2023 with remaining installments through November 12, 2025. The filing clarifies the mechanics of the transactions and the post-transaction beneficial ownership of 9,092 Class A shares after a 1-for-20 reverse split, supporting transparency in executive holdings and compliance with Section 16 reporting.

Securities Analyst

TL;DR: Small-volume insider sales tied to RSU vesting and obligations; transactions are unlikely to be material to market price.

The reported sales—302 shares at $17.51, 68 shares at a $17.47 weighted average, and 239 shares under a domestic relations order—appear to be disposals to satisfy obligations rather than proactive open-market liquidation. The total change in reported beneficial ownership remains modest relative to the company’s overall share count. The filing also notes adjustment for a 1-for-20 reverse split on August 5, 2025, which materially changed share counts reported but does not by itself indicate economic gain or loss.

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^*

Epstein Emily T

(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)
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		1,195	A	(1)	9,701	D
Class A Common Stock	08/12/2025		F		302	D	$17.51	9,399	D
Class A Common Stock	08/13/2025		S		68(2)	D	$17.47(3)	9,331	D
Class A Common Stock	08/13/2025		S		239(4)	D	$17.21	9,092	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)	08/12/2025		M			979	(5)	(5)	Class A Common Stock	979	$0	6,855	D
Restricted Stock Units	(1)	08/12/2025		M			216	(6)	(6)	Class A Common Stock	216	$0	216	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. Represents the weighted average sale price of multiple transactions at prices ranging from $17.47 to $17.47 per share. The reporting person undertakes to provide, upon request from the staff of the SEC, the Issuer or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

4. Represents shares sold to satisfy obligations pursuant to a domestic relations order.

5. 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.

6. One-third of the RSUs vested on November 12, 2023. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on November 12, 2025. 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 T. Epstein	08/14/2025
	** 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.
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FAQ

Who filed this Form 4 and what is their role at Vivid Seats?

The Form 4 was filed by Emily T. Epstein, who is identified as General Counsel of Vivid Seats Inc.

What transactions did the filing report for SEAT/SEATW on August 12-13, 2025?

The filing reports RSU vesting and share dispositions: 1,195 RSUs and 216 RSUs reflected as acquired/vested; sales of 302, 68, and 239 Class A shares on August 12-13, 2025 at prices around $17.51 and $17.47.

Why were some shares sold according to the Form 4?

The filing states sell-to-cover sales to satisfy tax withholding on RSU settlement and a domestic relations order that required disposition of shares.

How many Class A shares did Emily Epstein beneficially own after these transactions?

After the reported transactions and adjusting for the 1-for-20 reverse stock split, the filing reports 9,092 Class A shares beneficially owned.

Was there any corporate action affecting reported share counts?

Yes. The filing notes a 1-for-20 reverse stock split of Class A and Class B common stock effective August 5, 2025, and the reported numbers reflect that adjustment.