Vivid Seats Inc.·4

Mar 13, 4:15 PM ET

Arnett Austin 4

4 · Vivid Seats Inc. · Filed Mar 13, 2026

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Vivid Seats (SEAT) GC Arnett Austin Exercises RSUs, Sells Shares

What Happened
Arnett Austin, General Counsel of Vivid Seats, reported the vesting/conversion of RSUs on March 11, 2026, resulting in acquisition of 3,930 shares. To satisfy tax withholding, 1,491 shares were sold (sell-to-cover) at $6.10 each for $9,095. An additional 247 shares were sold in an open-market transaction on March 12, 2026 at a weighted average price of $5.08 for proceeds of $1,255. The filing also lists other RSU-related conversion/disposition line items (67, 519 and 3,344 shares) recorded at $0 in the Form 4 and tied to the RSU settlements described in the footnotes.

Key Details

  • Transaction dates: March 11, 2026 (RSU vest/settlement and tax-withholding sale), March 12, 2026 (open-market sale). Filing date: March 13, 2026 (timely Form 4).
  • Share counts and values: 3,930 RSUs converted/issued; 1,491 shares sold to cover taxes at $6.10 for $9,095; 247 shares sold on market at a weighted avg $5.08 for $1,255. Additional RSU-related disposals listed at $0: 67, 519, and 3,344 shares.
  • Footnotes of note:
    • F1: Each RSU converts to one share of Class A common stock.
    • F2: The 1,491-share sale was a mandatory "sell to cover" for tax withholding.
    • F3: The open-market sale price range was $5.06–$5.19 (weighted avg shown).
    • F4–F6: Different RSU grants have staggered vesting schedules (one-third vested on March 11 of 2025 or 2026 for some grants and remaining vesting quarterly through 2027–2028).
  • Shares owned after the transactions are not specified in the excerpt of the Form 4 provided.

Context

  • These entries reflect RSU vesting and settlement, not an independent market purchase. The sell-to-cover is a routine tax-withholding mechanism rather than a discretionary sale signal.
  • Because RSUs were converted and some shares immediately sold/withheld, this is effectively a cashless settlement of vested awards. The Form 4 was filed within the standard reporting window.

Insider Transaction Report

Form 4
Period: 2026-03-11
Arnett Austin
General Counsel
Transactions
  • Exercise/Conversion

    Class A Common Stock

    [F1]
    2026-03-11+3,9304,417 total
  • Tax Payment

    Class A Common Stock

    2026-03-11$6.10/sh1,491$9,0952,926 total
  • Sale

    Class A Common Stock

    [F2][F3]
    2026-03-12$5.08/sh247$1,2552,679 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4]
    2026-03-1167272 total
    Class A Common Stock (67 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F5]
    2026-03-115191,039 total
    Class A Common Stock (519 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F6]
    2026-03-113,34423,414 total
    Class A Common Stock (3,344 underlying)
Footnotes (6)
  • [F1]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Class A common stock.
  • [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.
  • [F3]Represents the weighted average sale price of multiple transactions at prices ranging from $5.06 to $5.19 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.
  • [F4]One-third of the RSUs vested on March 11, 2025. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2027. The RSUs do not have an expiration date.
  • [F5]One-third of the RSUs vested on March 11, 2026. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on March 11, 2028. The RSUs do not have an expiration date.
  • [F6]The RSUs began vesting in equal quarterly installments on March 11, 2026 such that they will be fully vested on December 11, 2027. The RSUs do not have an expiration date.
Signature
/s/ Austin Arnett|2026-03-13

Documents

1 file
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    ownership.xmlPrimary

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