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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Arnett Austin
(Last) (First) (Middle)
C/O VIVID SEATS INC.
24 E. WASHINGTON ST., STE. 900
(Street)
CHICAGO IL 60602
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/01/2025 		3. Issuer Name and Ticker or Trading Symbol
Vivid Seats Inc. [ SEAT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
General Counsel
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock 424 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) (1) Class A Common Stock 91 (2) D
Restricted Stock Units (3) (3) Class A Common Stock 406 (2) D
Restricted Stock Units (4) (4) Class A Common Stock 1,558 (2) D
Explanation of Responses:
1. One-third of the Restricted Stock Units ("RSUs") vested on August 12, 2024. The remainder of the RSUs vest in equal quarterly installments such that they will be fully vested on August 12, 2026. The RSUs do not have an expiration date.
2. Each RSU represents a contingent right to receive one share of Class A common stock.
3. 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.
4. One-third of the RSUs will vest on March 11, 2026. The remainder of the RSUs will vest in equal quarterly installments such that they will be fully vested on March 11, 2028. The RSUs do not have an expiration date.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Austin Arnett 12/01/2025
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
EX-24

Power of Attorney

The undersigned hereby appoints each of Lawrence Fey and Edward Pickus of Vivid Seats Inc. (the “Company”), signing individually, as the undersigned’s true and lawful attorney-in-fact and agent, to take the following actions on the undersigned’s behalf:

(i)
to prepare and execute Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder;
(ii)
to file and/or submit such Forms 3, 4 and 5 (and such amendments and joint filing agreements) to the Securities and Exchange Commission (the “SEC”) and any stock exchange, self-regulatory association or similar authority; and
(iii)
to take all other actions in connection with the foregoing that, in such attorney-in-fact’s opinion, may benefit, be in the best interest of or be legally required by the undersigned, it being understood that all documents executed by such attorney-in-fact on the undersigned’s behalf shall be in such form and contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to the foregoing attorneys-in-fact the full power and authority to take any actions whatsoever that may be necessary or desirable in connection with exercising the rights and powers herein granted, as fully to all intents and purposes as the undersigned could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact (or their substitutes) shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The undersigned hereby acknowledges that neither the Company nor any of the foregoing attorneys-in-fact (or their substitutes) are assuming any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the earlier of (i) the undersigned no longer being required to file Forms 3, 4 and 5 with the SEC, (ii) the undersigned delivering a written revocation to the Company and the foregoing attorneys-in-fact and (iii) as to each individual attorney-in-fact, such attorney-in-fact no longer being employed by the Company.

IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of the date written below.

/s/ Austin Arnett

Name: Austin Arnett

Date: December 1, 2025