SCHEDULE 13D/A: Viant Technology CFO Larry Madden Establishes New 10b5-1 Trading Plan for Share Sales

Viant Technology Inc.'s Chief Financial Officer, Larry Madden, has adopted a new Rule 10b5-1 trading plan to sell up to 300,095 shares of Class A common stock through March 2026.

Summary

• Larry Madden, CFO of Viant Technology Inc., has entered into a new Rule 10b5-1 trading plan, effective June 2, 2025.
• The plan allows for the periodic sale of up to an aggregate of 300,095 shares of Class A Common Stock.
• These sales are scheduled to occur through March 31, 2026, with the first trade date set for October 1, 2025.
• The shares included in the plan comprise 163,467 existing long shares and up to 136,628 shares to be issued upon the vesting of restricted stock units (RSUs), with adjustments for shares withheld to cover taxes.
• The timing and amount of sales will be determined by the plan's terms, market conditions, and share price.
• Sales will adhere to a daily maximum of approximately 8% of the reported daily trading volume for each limit trade algorithm.

Sentiment

Score: 5

Explanation: The filing is neutral. While it indicates insider selling, which can sometimes be perceived negatively, it's done through a compliant 10b5-1 plan, which is a standard and expected practice for executives managing their equity holdings. It does not contain any positive or negative news about the company's operations or financial performance.

Positives

• The establishment of a Rule 10b5-1 trading plan demonstrates a commitment to orderly and pre-planned share dispositions, reducing the perception of opportunistic insider selling.
• The plan ensures compliance with insider trading regulations by establishing a pre-arranged schedule for sales when the insider is not in possession of material non-public information.

Negatives

• The plan indicates an intention by a key executive (CFO) to sell a significant number of shares (300,095 shares), which could be perceived negatively by investors as a lack of confidence, even if pre-planned.
• The total shares to be sold represent a notable portion of the CFO's beneficial ownership (approximately 27.7% of his 1,083,162 shares).

Risks

• The plan's effectiveness and the ability to execute sales are subject to market conditions, share price, and trading volume, meaning the full intended amount may not be sold.
• The plan may be suspended or terminated under certain conditions, such as trading halts, legal/regulatory restrictions, or non-compliance, which could affect the orderly disposition of shares.
• Termination of the plan before completion or expiration without execution of all transactions may affect the eligibility of future trading plans for the affirmative defense under Rule 10b5-1(c)(1).
• Client acknowledges that the Broker may be unable to effect sales consistent with ordinary principles of best execution due to insufficient volume or failure of shares to reach and sustain a limit order price.

Future Outlook

The document outlines a pre-planned share disposition by a key executive through March 31, 2026, indicating an orderly approach to managing personal equity holdings. It does not provide any forward-looking statements or guidance regarding the company's operational or financial performance.

Management Comments

• "Client certifies that they are not aware of any material nonpublic information concerning Issuer or its securities, and are not subject to any legal, regulatory, or contractual restriction or undertaking that would prevent GS Entity and/or its affiliates from acting upon the instructions set forth in the Plan."
• "Client further certifies that they are entering into the Plan in good faith, and not as part of a plan or scheme to evade compliance with the federal or state securities laws, and will act in good faith with respect to the Plan."

Industry Context

The establishment of a Rule 10b5-1 trading plan is a common practice among corporate insiders, particularly executives, to sell company stock in a manner compliant with insider trading laws. This allows insiders to diversify their holdings or manage liquidity needs while avoiding accusations of trading on material non-public information. This filing reflects standard corporate governance and personal financial planning for executives in publicly traded companies, rather than a specific industry trend.

Comparison to Industry Standards

• The use of a Rule 10b5-1 plan is a standard practice for corporate insiders to sell shares in compliance with SEC regulations, aligning with best practices for executive share disposition.
• The specified cooling-off period (later of 90 days or two business days post-financial disclosure, max 120 days) aligns with recent SEC amendments to Rule 10b5-1, which introduced mandatory cooling-off periods for officers and directors.
• The daily maximum volume limit (8% of volume) is a common mechanism in such plans to minimize market impact and ensure orderly sales, comparable to strategies employed by other companies for insider sales.

Corporate Governance

Related Party Transactions

• The 10b5-1 trading plan is an arrangement between a company executive (Larry Madden) and a broker (Goldman Sachs & Co. LLC) for the sale of company securities, which is a common form of related party transaction in the context of executive compensation and share management.

Stakeholder Impact

• Shareholders: Potential for increased selling pressure on the stock due to the planned disposition of shares by a key executive, though the pre-planned nature aims to mitigate negative market perception. Provides transparency regarding executive share sales.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Periodic sales of Class A Common Stock by Larry Madden through March 31, 2026, as per the terms of the June 2025 10b5-1 Trading Plan.
• Vesting of restricted stock units (RSUs) on various dates between June 2025 and March 2026, which will contribute shares to the plan.
• Broker (Goldman Sachs & Co. LLC) will effect transactions starting October 1, 2025.
• Larry Madden is responsible for any required Section 13(d) or 13(g) filings.
• Broker will make commercially reasonable efforts to transmit transaction information for open market transactions to issuer contacts for Section 16 filings.

Key Dates

Recommendation

Keywords

Viant Technology Inc., Larry Madden, 10b5-1 trading plan, insider selling, Class A common stock, SEC filing, Schedule 13D, restricted stock units, corporate governance, share disposition