SCHEDULE: Viant CFO Larry Madden Files New 10b5-1 Stock Sale Plan

Viant Technology Inc.'s CFO, Larry Madden, has established a new Rule 10b5-1 trading plan to sell up to 200,000 shares of Class A Common Stock.

Summary

• Larry Madden, Chief Financial Officer of Viant Technology Inc., adopted a new Rule 10b5-1 trading plan on December 15, 2025.
• The plan allows for the periodic sale of up to an aggregate of 200,000 shares of Class A Common Stock.
• Sales under this plan are scheduled to commence on March 16, 2026, and conclude by August 31, 2026.
• This new plan is in addition to a previously disclosed June 2025 10b5-1 Trading Plan.
• Madden beneficially owns 1,114,384 shares of Class A Common Stock, representing 6.3% of the outstanding shares as of November 7, 2025.
• On December 17, 2025, 13,477 shares of Class A Common Stock were sold on Madden's behalf in an open-market transaction at $11.704 per share to cover withholding taxes related to RSU vesting.

Sentiment

Score: 5

Explanation: The filing is neutral. It details a routine executive stock trading plan designed for transparency and compliance, rather than reflecting specific positive or negative company performance or strategic shifts.

Positives

• The establishment of a Rule 10b5-1 plan provides transparency regarding executive stock sales, demonstrating adherence to insider trading regulations.
• The Issuer (Viant Technology Inc.) acknowledged that the plan does not violate any company policy or trading restriction, including its insider trading policy.

Negatives

• The planned sale of 200,000 shares by a key executive (CFO) could be perceived by some investors as a signal of reduced confidence, although such plans are common for diversification and liquidity.

Risks

• Broker may be unable to effect sales consistent with best execution due to insufficient trading volume, failure of shares to reach a limit order price, or other market factors.
• The plan may be suspended if trading of shares is halted, if there are legal/regulatory/contractual reasons preventing transactions, or if the Issuer fails to file timely reports.
• Termination of the plan before completion or expiration may affect the eligibility of later-commencing trading plans for the affirmative defense under Rule 10b5-1(c)(1).
• Amendments to the plan could potentially jeopardize the affirmative defense described under Rule 10b5-1(c).

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's operational or financial performance. The amount and timing of sales under the 10b5-1 plan will be determined by the plan's terms, market conditions, share price, and other factors.

Management Comments

• Larry Madden certified that he is not aware of any material nonpublic information concerning the Issuer or its securities as of the plan adoption date, and is entering into the plan in good faith.
• Madden also certified that he has not entered into or altered any corresponding or hedging transactions with respect to the securities covered by the plan.
• The Issuer acknowledged receipt of the plan and concluded that it does not violate any company policy or trading restriction, including its insider trading policy.

Industry Context

Rule 10b5-1 trading plans are a standard mechanism used by corporate insiders to sell company stock systematically over time, providing an affirmative defense against insider trading allegations. This disclosure is a routine event for publicly traded companies with executives managing their personal stock holdings.

Comparison to Industry Standards

• The establishment of a Rule 10b5-1 plan by an executive is a common and accepted practice across industries for managing personal liquidity and diversification while adhering to securities laws.
• The cooling-off period specified in the plan (later of 90 days or two business days after financial disclosure, up to 120 days) aligns with recent SEC amendments to Rule 10b5-1, which mandate such periods for officers and directors.

Corporate Governance

Stakeholder Impact

• Shareholders: The planned sale of shares by a key executive could introduce additional selling pressure on the stock. However, the pre-arranged nature of a 10b5-1 plan provides transparency and predictability.
• Regulatory Authorities: The filing demonstrates compliance with SEC Rule 10b5-1, providing regulators with clear disclosure of executive trading intentions.

Next Steps

• Execution of sales under the December 2025 10b5-1 Trading Plan will occur between March 16, 2026, and August 31, 2026.
• Broker will file Forms 144 on Client's behalf as necessary to effect sales under the plan.
• The Issuer is obligated to provide notice to the GS Entity if it fails to comply with timely filing of any quarterly or annual reports required by the SEC, which would result in a plan suspension.

Key Dates

Recommendation

This filing primarily concerns a pre-arranged stock trading plan for an executive, which is a common practice for personal financial management and diversification. It does not contain information related to the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The planned sale, while notable, is a routine executive action and not indicative of a fundamental shift in the company's prospects.

Keywords

Viant Technology, 10b5-1 plan, insider trading plan, stock sale, CFO, Larry Madden, Class A Common Stock, SEC filing, Schedule 13D