Sec Form 3 Filing - GTCR INVESTMENT XI LLC @ Vivid Seats Inc. - 2025-10-31

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GTCR INVESTMENT XI LLC 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) (Last) (First) (Middle) 300 NORTH LASALLE STREET, SUITE 5600 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2025 (Street) CHICAGO, IL60654 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 3,768,633 I See Footnotes ( 1 ) ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class A Warrants $ 200 ( 3 ) 10/18/2031 Class A Common Stock 89,425 I See Footnotes ( 2 ) ( 3 ) Class A Warrants $ 300 ( 4 ) 10/18/2031 Class A Common Stock 89,425 I See Footnotes ( 2 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GTCR INVESTMENT XI LLC 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X GTCR FUND XI/C LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X GTCR FUND XI/B LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X GTCR CO-INVEST XI LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X GTCR PARTNERS XI/B LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X GTCR PARTNERS XI/A&C LP 300 NORTH LASALLE STREET, SUITE 5600 CHICAGO, IL60654 X Signatures GTCR INVESTMENT XI LLC, By: /s/ Jeffrey S. Wright, Chief Legal Officer 11/07/2025 Signature of Reporting Person Date GTCR FUND XI/C LP, By: GTCR PARTNERS XI/A&C LP, its General Partner, By: GTCR Investment XI LLC, its General Partner, By: /s/ Jeffrey S. Wright, Chief Legal Officer 11/07/2025 Signature of Reporting Person Date GTCR FUND XI/B LP, By: GTCR PARTNERS XI/B LP, its General Partner, By: GTCR Investment XI LLC, its General Partner, By: /s/ Jeffrey S. Wright, Chief Legal Officer 11/07/2025 Signature of Reporting Person Date GTCR CO-INVEST XI LP, By: GTCR Investment XI LLC, its General Partner, By: /s/ Jeffrey S. Wright, Chief Legal Officer 11/07/2025 Signature of Reporting Person Date GTCR PARTNERS XI/B LP, By: GTCR Investment XI LLC, its General Partner, By: /s/ Jeffrey S. Wright, Chief Legal Officer 11/07/2025 Signature of Reporting Person Date GTCR PARTNERS XI/A&C LP, By: GTCR Investment XI LLC, its General Partner, By: /s/ Jeffrey S. Wright, Chief Legal Officer 11/07/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) 753,580 shares of Class A Common Stock held by GTCR Fund XI/C LP, (ii) 2,991,081 shares of Class A Common Stock held by GTCR Fund XI/B LP and (iii) 23,972 shares of Class A Common Stock held by GTCR Co-Invest XI LP. ( 2 )GTCR Partners XI/A&C LP is the general partner of GTCR Fund XI/C LP. GTCR Partners XI/B LP is the general partner of each of GTCR Fund XI/B LP. GTCR Investment XI LLC ("GTCR Investment XI") is the general partner of each of GTCR Co-Invest XI LP, GTCR Partners XI/A&C LP and GTCR Partners XI/B LP. GTCR Investment XI is managed by a board of managers (the "Board of Managers"), consisting of Mark M. Anderson, Aaron D. Cohen, Sean L. Cunningham, David A. Donnini, Constantine S. Mihas and Collin E. Roche, and no single person has voting or dispositive authority over the securities reported herein. Each of the individual members of the Board of Managers disclaims beneficial ownership of the shares reported herein except to the extent of their pecuniary interest therein. ( 3 )These Class A Warrants (the "$200 Warrants") are currently exchangeable for shares of Class A Common Stock on a one-to-one basis at the discretion of the holder at an exercise price of $200 per share. Includes (i) 17,881 shares of Class A Common Stock underlying the $200 Warrants held by GTCR Fund XI/C LP, (ii) 70,975 shares of Class A Common Stock underlying the $200 Warrants held by GTCR Fund XI/B LP and (iii) 569 shares of Class A Common Stock underlying the $200 Warrants held by GTCR Co-Invest XI LP. ( 4 )These Class A Warrants (the "$300 Warrants") are currently exchangeable for shares of Class A Common Stock on a one-to-one basis at the discretion of the holder at an exercise price of $300 per share. Includes (i) 17,881 shares of Class A Common Stock underlying the $300 Warrants held by GTCR Fund XI/C LP, (ii) 70,975 shares of Class A Common Stock underlying the $300 Warrants held by GTCR Fund XI/B LP and (iii) 569 shares of Class A Common Stock underlying the $300 Warrants held by GTCR Co-Invest XI LP.

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