Langenbacher Stefano 4

What Happened

• Stefano Langenbacher, Chief Technology Officer of Vivid Seats (SEAT), had 592 restricted stock units (RSUs) convert to Class A common shares on February 12, 2026.
• To cover tax withholding, 252 of those shares were surrendered at $6.81 per share, totaling $1,716. After withholding, the net shares delivered to Langenbacher were 340 shares. This was not an open‑market purchase or sale but the vesting/conversion of RSUs (derivative conversion).

Key Details

• Transaction date: 2026-02-12; Form 4 filed: 2026-02-17 (filed one business day late; due by 2026-02-16).
• Shares converted/received: 592 RSUs → 592 shares; Shares withheld for taxes: 252 shares @ $6.81 = $1,716; Net shares delivered: 340.
• Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of tax liability via share withholding.
• Shares owned after the transaction: not specified in the provided excerpt of the filing.
• Footnotes: (1) Each RSU equals one share of Class A common stock. (2) One‑third of the RSUs vested on Nov 12, 2025; remaining RSUs vest in equal quarterly installments through Nov 12, 2027. RSUs have no expiration date.

Context

• This was a routine vesting/conversion of RSUs with shares withheld to satisfy tax withholding — common practice and not the same as an open‑market sale. The Form 4 shows no cash proceeds from a sale; the only reported cash amount relates to the tax withholding. The filing was submitted one business day later than the two‑business‑day Form 4 deadline.