Hoya Topco, LLC - 30 Oct 2025 Form 4 Insider Report for Vivid Seats Inc. (SEAT)

Role
10%+ Owner
Signature
Hoya Topco, LLC, By: /s/ Mark Anderson, Manager
Issuer symbol
SEAT
Transactions as of
30 Oct 2025
Net transactions value
$0
Form type
4
Filing time
03 Nov 2025, 21:00:03 UTC
Previous filing
13 Dec 2023
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Hoya Topco, LLC 10%+ Owner 300 NORTH LASALLE STREET, SUITE 5600, CHICAGO Hoya Topco, LLC, By: /s/ Mark Anderson, Manager 03 Nov 2025 0001668426

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SEAT Class B Common Stock Other $0 -1,506,737 -40% $0.000000 2,304,513 30 Oct 2025 Direct F1, F2
transaction SEAT Class A Common Stock Award +243,691 243,691 31 Oct 2025 Direct F3
transaction SEAT Class A Common Stock Conversion of derivative security $0 +2,304,513 +946% $0.000000 2,548,204 31 Oct 2025 Direct
transaction SEAT Class A Common Stock Other $0 -2,548,204 -100% $0.000000 0 31 Oct 2025 Direct F2
transaction SEAT Class B Common Stock Other $0 -2,304,513 -100% $0.000000 0 31 Oct 2025 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction SEAT LLC Units of Hoya Intermediate, LLC Other $0 -1,506,737 -40% $0.000000 2,304,513 30 Oct 2025 Class A Common Stock 1,506,737 Direct F2, F5
transaction SEAT Class B Warrants Other -79,068 -40% 120,932 30 Oct 2025 Class B Common Stock 79,068 Direct F6
transaction SEAT LLC Units of Hoya Intermediate, LLC Conversion of derivative security $0 -2,304,513 -100% $0.000000 0 31 Oct 2025 Class A Common Stock 2,304,513 Direct F5
transaction SEAT Class B Warrants Other -120,932 -100% 0 31 Oct 2025 Class B Common Stock 120,932 Direct F6
transaction SEAT Class A Warrants Other +120,932 120,932 31 Oct 2025 Class A Common Stock 120,932 Direct F6
transaction SEAT Class A Warrants Other -120,932 -100% 0 31 Oct 2025 Class A Common Stock 120,932 Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Hoya Topco, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 All information in this Form 4 reflects the impact of the Issuer's 1-for-20 reverse stock split on August 5, 2025.
F2 Represents a pro-rata distribution in-kind by Hoya Topco, LLC to its members for no consideration.
F3 Issued as consideration for the complete and full termination of all rights and obligations under the Tax Receivable Agreement, dated October 18, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the "TRA"), other than certain terms thereof that will expressly survive.
F4 Represents the cancellation for no consideration of shares of Class B Common Stock in connection with the exchange of LLC Units of Hoya Intermediate, LLC ("Intermediate Common Units") into shares of Class A Common Stock.
F5 Intermediate Common Units and an equal number of shares of Class B Common Stock together are exchangeable for shares of Class A Common Stock on a one-for-one basis at the discretion of the holder, subject to certain exceptions, conditions and adjustments, and have no expiration date.
F6 Pursuant to the terms of the Amended and Restated Corporation Warrant Agreements entered into between the Issuer, the Reporting Persons and the other parties thereto, the Reporting Person's warrants to purchase Class B Common Stock were canceled and converted into 100,000 warrants to purchase Class A Common Stock at $200 per share (the "$200 Class A Warrants") and 100,000 warrants to purchase Class A Common Stock at $300 per share (the "$300 Class A Warrants" and, together with the $200 Class A Warrants, the "Class A Warrants"). The Class A Warrants are presently exchangeable into shares of Class A Common Stock on a one-to-one basis at the discretion of the holder.