SEC FORM 4

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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^*

Hoya Topco, LLC

(Last)

(First)

(Middle)

300 NORTH LASALLE STREET, SUITE 5600

(Street)

CHICAGO

60654

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

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	10/30/2025		J⁽²⁾		1,506,737	D	$0	2,304,513⁽¹⁾	D
Class A Common Stock	10/31/2025		A		243,691	A	⁽³⁾	243,691	D
Class A Common Stock	10/31/2025		C		2,304,513	A	$0	2,548,204	D
Class A Common Stock	10/31/2025		J⁽²⁾		2,548,204	D	$0	0	D
Class B Common Stock	10/31/2025		J⁽⁴⁾		2,304,513	D	$0	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LLC Units of Hoya Intermediate, LLC	⁽⁵⁾	10/30/2025		J⁽²⁾			1,506,737	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,506,737	$0	2,304,513	D
Class B Warrants	⁽⁶⁾	10/30/2025		J⁽⁶⁾			79,068	⁽⁶⁾	⁽⁶⁾	Class B Common Stock	79,068	⁽⁶⁾	120,932	D
LLC Units of Hoya Intermediate, LLC	⁽⁵⁾	10/31/2025		C			2,304,513	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,304,513	$0	0	D
Class B Warrants	⁽⁶⁾	10/31/2025		J⁽⁶⁾			120,932	⁽⁶⁾	⁽⁶⁾	Class B Common Stock	120,932	⁽⁶⁾	0	D
Class A Warrants	⁽⁶⁾	10/31/2025		J⁽⁶⁾		120,932		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	120,932	⁽⁶⁾	120,932	D
Class A Warrants	⁽⁶⁾	10/31/2025		J⁽²⁾			120,932	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	120,932	⁽⁶⁾	0	D

Explanation of Responses:

1. All information in this Form 4 reflects the impact of the Issuer's 1-for-20 reverse stock split on August 5, 2025.

2. Represents a pro-rata distribution in-kind by Hoya Topco, LLC to its members for no consideration.

3. 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.

4. 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.

5. 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.

6. 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.

	Hoya Topco, LLC, By: /s/ Mark Anderson, Manager	11/03/2025
	** 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).
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