Arnett Austin 4

What Happened Arnett Austin, General Counsel of Vivid Seats (SEAT), had RSUs convert into 30 shares on May 12, 2026 (derivative conversion). Simultaneously, 30 shares were disposed to satisfy tax withholding (reported as a $0 disposals entry). On May 13, 2026, Austin sold 10 shares in an open-market transaction at $8.53 per share for total proceeds of $85. The RSU conversion is receipt of an award (not a cash purchase); the subsequent small open-market sale appears to be routine/liquidity-taking.

Key Details

• Transaction dates/prices:
  • 2026-05-12: Conversion of 30 RSUs into 30 shares (derivative conversion).
  • 2026-05-12: 30 shares disposed at $0.00 to satisfy tax withholding (sell-to-cover).
  • 2026-05-13: Open-market sale of 10 shares at $8.53 each, proceeds $85.
• Shares owned after transaction: Not disclosed in the filing.
• Notable footnotes from the Form 4:
  • F1: Each RSU represents a contingent right to one share of Class A common stock.
  • F2: The 30-share disposal reflects a mandatory "sell to cover" to satisfy tax withholding on RSU vesting.
  • F3: Vesting schedule — one-third vested Aug 12, 2024; remaining RSUs vest quarterly and fully vest Aug 12, 2026. RSUs have no expiration.
• Filing: Form 4 filed May 14, 2026 (reports transactions occurring May 12–13); this filing appears timely under Form 4 rules.

Context

• The derivative entries reflect RSU settlement (conversion of granted units into shares) rather than option exercise for cash — the sell-to-cover is a tax-withholding mechanism, not an independent market-sale decision.
• The small open-market sale (10 shares, $85) is routine and does not on its own indicate a change in insider sentiment. No 10% owner issues or 10b5-1 plan was disclosed in this filing.