SCHEDULE: Red Violet Insiders Dissolve Group, Reduce Holdings

Four key individuals at Red Violet, Inc. have dissolved their informal shareholder group and reduced their individual beneficial ownership below 5%.

Summary

• Four individuals, Derek Dubner, Daniel MacLachlan, James Patrick Reilly, and Jeffrey Alan Dell, mutually agreed to dissolve their informal oral agreement to act as a 'group' for Regulation 13D purposes, effective November 13, 2025.
• As a result of this dissolution, each individual now beneficially owns less than 5% of Red Violet, Inc.'s common stock and will cease to be a reporting person under Schedule 13D.
• Derek Dubner beneficially owns 521,667 shares, representing 3.7% of the common stock.
• Daniel MacLachlan beneficially owns 324,296 shares, representing 2.3% of the common stock.
• James Patrick Reilly beneficially owns 196,745 shares, representing 1.4% of the common stock.
• Jeffrey Alan Dell beneficially owns 130,184 shares, representing 0.9% of the common stock.
• These ownership percentages are calculated based on 13,971,789 shares outstanding as of October 31, 2025, plus individual Restricted Stock Units (RSUs) vesting on December 1, 2025.
• The individuals collectively sold a significant number of shares in the open market between November 10-13, 2025, at weighted average prices ranging from $56.94 to $58.11.
• Additionally, shares were disposed to the company by each individual for tax obligations upon the vesting of RSUs.

Sentiment

Score: 4

Explanation: The dissolution of a shareholder group and significant insider selling, even if for tax purposes or individual portfolio management, can be perceived negatively by the market as it removes a coordinated block of ownership and suggests insiders are reducing exposure. However, this is primarily a procedural filing and not indicative of operational issues.

Positives

• Increased transparency regarding individual ownership and intentions, as each person will now act independently rather than as a coordinated group.

Negatives

• The dissolution of a coordinated shareholder group could signal a reduced collective influence on company strategy or governance from these individuals.
• Significant open market sales by multiple insiders over several days could be perceived negatively by investors, potentially indicating a reduction in insider confidence.

Risks

• The change in the beneficial ownership structure, with key individuals no longer acting as a coordinated group, could subtly alter the dynamics of corporate governance, though no specific adverse impact is detailed.

Future Outlook

The reporting persons reserve their rights to take individual actions in the future, including purchasing additional shares of common stock or other financial instruments related to the company, selling some or all of their beneficial or economic holdings, and/or changing their intentions with respect to any and all matters referred to in Item 4 of Schedule 13D.

Management Comments

• The Reporting Persons mutually agreed that they no longer intended to act together and orally agreed to dissolve and terminate their informal oral agreement to act as a 'group'.
• Each of the Reporting Persons acknowledged and agreed that they are no longer members of a 'group'.
• The Reporting Persons regularly review their investments in the Company and, based upon such review, reserve their rights to take such actions on an individual basis in the future as the Reporting Persons may deem appropriate.

Industry Context

This filing is specific to Red Violet's insider ownership structure and does not provide broader industry context or trends.

Corporate Governance

Related Party Transactions

• An aggregate of 9,379 shares were disposed to the Company by Mr. Dubner for tax obligations upon the vesting of RSUs.
• An aggregate of 9,379 shares were disposed to the Company by Mr. MacLachlan for tax obligations upon the vesting of RSUs.
• An aggregate of 9,379 shares were disposed to the Company by Mr. Reilly for tax obligations upon the vesting of RSUs.
• An aggregate of 7,034 shares were disposed to the Company by Mr. Dell for tax obligations upon the vesting of RSUs.

Stakeholder Impact

• Shareholders may view the dissolution of the group and the recent insider selling as a signal of reduced insider confidence or a shift in strategic alignment. The reduction of individual beneficial ownership below 5% means less transparency on future individual transactions unless they cross other reporting thresholds.

Next Steps

• Individual reporting persons will file separately if required by regulations in the future.
• Individual reporting persons may purchase or sell additional shares or other financial instruments related to the company based on their individual discretion.

Key Dates

Recommendation

While the dissolution of a shareholder group and significant insider selling might raise questions, this filing is primarily a procedural update regarding beneficial ownership. It does not provide new information about the company's operational performance or strategic direction. The sales could be for personal financial planning or tax purposes, which is common for executives. Without further context on the company's fundamentals or future prospects, a 'hold' recommendation is appropriate, advising investors to monitor future filings and company performance.

Keywords

Red Violet, RVLT, Schedule 13D/A, Insider Selling, Shareholder Group, Beneficial Ownership, SEC Filing, Corporate Governance