Form 4: Viant COO Sells Shares Under 10b5-1 Plan

Viant Technology Inc.'s Chief Operating Officer, Christopher Vanderhook, reported the sale of 2,500 Class A Common Stock shares at a weighted average price of $11.79, executed under a pre-arranged 10b5-1 trading plan.

Summary

• Christopher Vanderhook, Viant Technology Inc.'s Chief Operating Officer, Director, and 10% owner, reported the sale of 2,500 shares of Class A Common Stock.
• The transaction occurred on December 19, 2025, at a weighted average price of $11.79 per share, with prices ranging from $11.70 to $11.95.
• The shares were sold indirectly through Capital V LLC, as part of a larger sale of 7,500 shares by Capital V LLC, with Vanderhook's portion being 2,500 shares.
• This sale was conducted pursuant to a Rule 10b5-1 trading plan, initially adopted by Capital V LLC on March 18, 2025, and subsequently amended on September 17, 2025.
• Following this transaction, Christopher Vanderhook's indirect beneficial ownership through Capital V LLC is 0.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative as a key insider, who is also a 10% owner and COO, has sold shares and fully divested an indirect holding. While the sale was conducted under a pre-arranged 10b5-1 plan, which mitigates concerns about opportunistic trading, it still represents a reduction in insider ownership and could be perceived as a lack of stronger conviction or a need for liquidity.

Positives

• The sale was executed under a Rule 10b5-1 plan, indicating a pre-scheduled transaction not based on material non-public information, which is a standard practice for insider stock sales.

Negatives

• An insider, who is also a 10% owner and Chief Operating Officer, selling shares could be perceived negatively by the market, potentially signaling a lack of confidence or a need for liquidity.
• The transaction represents a complete divestment of Christopher Vanderhook's indirect beneficial ownership through Capital V LLC, reducing his overall stake and alignment with shareholder interests from this specific holding.

Risks

• Potential negative market perception due to insider selling, especially by a high-ranking officer and significant owner.
• Reduction in insider alignment with shareholder interests following the complete divestment of this indirect holding.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance, focusing solely on the reported insider transaction.

Management Comments

• The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Industry Context

Insider sales are common across industries for various personal financial planning reasons. The execution under a 10b5-1 plan is a standard practice for insiders to sell shares without being accused of trading on material non-public information. This transaction does not inherently reflect on broader industry trends but rather on individual executive financial management.

Comparison to Industry Standards

• This is a standard Form 4 filing reporting an insider transaction.
• The use of a 10b5-1 plan aligns with best practices for corporate insiders to manage their equity holdings in a transparent and legally compliant manner, similar to executives at companies like Google (GOOGL) or Apple (AAPL) who frequently utilize such plans for pre-scheduled stock sales.

Related Party Transactions

• Sale of 7,500 shares of Class A Common Stock by Capital V LLC, an entity through which Christopher Vanderhook has indirect beneficial ownership, with Vanderhook's pro rata portion being 2,500 shares.

Stakeholder Impact

• Shareholders may interpret the insider sale as a negative signal, potentially influencing stock price and investor confidence.
• Employees are not directly impacted by this transaction, but general market sentiment could indirectly affect morale.

Next Steps

• The reporting person undertakes to provide the Issuer, any security holder, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the reported range.

Key Dates

Recommendation

While the insider sale by the COO and 10% owner could be viewed negatively, the transaction was executed under a pre-arranged 10b5-1 plan, which suggests it's part of a personal financial strategy rather than a reaction to new, undisclosed negative information. The complete divestment of this specific indirect holding warrants attention. Without further context on the company's operational performance or the insider's remaining total holdings, a 'hold' recommendation is appropriate. Investors should monitor future insider activity and company performance for more definitive signals.

Keywords

Viant Technology Inc., DSP, Insider Sale, Form 4, Christopher Vanderhook, 10b5-1 Plan, Class A Common Stock, Officer Transaction, Director Transaction, 10% Owner