SCHEDULE 13D/A: Viant Technology CFO Larry Madden Files New 10b5-1 Plan to Sell Up to 268,460 Shares

Viant Technology Inc.'s Chief Financial Officer, Larry Madden, has filed an Amendment No. 2 to his Schedule 13D, disclosing a new Rule 10b5-1 trading plan to sell up to 268,460 shares of Class A common stock through September 30, 2025.

Summary

• Larry Madden, CFO of Viant Technology Inc., filed an Amendment No. 2 to his Schedule 13D, updating his beneficial ownership and disclosing a new stock trading plan.
• As of the filing date, Mr. Madden beneficially owns 1,083,162 shares of Class A Common Stock, representing 6.46% of the outstanding shares.
• This beneficial ownership includes 163,467 shares held of record, 421,600 shares from exercisable stock options (or exercisable within 60 days), 474,356 shares underlying convertible Class B Units, and 23,739 RSUs vesting within 60 days.
• Since the previous Amendment No. 1 on December 6, 2024, Mr. Madden acquired 54,568 shares from RSU vesting (after 63,654 shares were withheld for taxes) and disposed of 28,568 shares under a prior 10b5-1 plan from May 9, 2024.
• On December 11, 2024, Mr. Madden entered into a new Rule 10b5-1 trading plan (the 'December 2024 Trading Plan') with Goldman Sachs & Co. LLC.
• The December 2024 Trading Plan authorizes the sale of up to an aggregate of 268,460 shares of Class A Common Stock, including up to 128,347 shares to be issued upon the vesting of restricted stock units (net of taxes).
• Sales under this new plan are scheduled to occur periodically through September 30, 2025, with the first trade date set for March 17, 2025.
• The plan includes a cooling-off period, which is the later of 90 days after adoption or two business days following the disclosure of the Issuer's financial results for the completed fiscal quarter in which the plan was adopted, with a maximum of 120 days.
• The broker will use commercially reasonable efforts to sell approximately 8% of the reported daily trading volume on any trading day.

Sentiment

Score: 5

Explanation: The document is a neutral compliance filing. While insider selling can sometimes be viewed negatively, the use of a pre-arranged 10b5-1 plan indicates a structured and compliant approach, which is generally considered a neutral to slightly positive governance practice.

Positives

• The establishment of a Rule 10b5-1 trading plan allows for the orderly and pre-scheduled sale of shares by an insider, reducing the risk of insider trading allegations.
• The plan provides transparency regarding the insider's intent to sell shares over a defined period, which can help manage market expectations.

Negatives

• The disclosure of a plan by a key executive (CFO) to sell a significant number of shares (up to 268,460) could be perceived negatively by some investors, potentially signaling a lack of confidence or simply a desire for diversification/liquidity.
• The sale of shares will increase the public float, which could put downward pressure on the stock price, depending on market conditions and demand.

Risks

• Sales under the 10b5-1 plan are subject to market conditions, share price, and other factors, meaning the full amount of shares may not be sold.
• The plan may be suspended or terminated under various conditions, including trading suspensions, legal/regulatory restrictions, or corporate events like mergers or delisting.
• The broker's ability to effect sales consistent with best execution principles may be impacted by insufficient trading volume or failure to reach limit order prices.
• Client is responsible for compliance with Rule 144 volume limitations and filing requirements (e.g., Forms 144, Section 16 filings), and failure to comply could lead to suspension of the plan.
• Any modification to the amount, price, or timing of transactions under the plan is considered a termination and adoption of a new plan, subject to a new cooling-off period, which could affect the affirmative defense under Rule 10b5-1(c)(1).

Future Outlook

The document outlines a forward-looking plan for the sale of shares by a key executive through September 30, 2025, indicating a structured approach to liquidity and personal financial planning. The sales are subject to market conditions and the terms of the 10b5-1 plan.

Management Comments

• Larry Madden, the Reporting Person and CFO, certified that the information set forth in the statement is true, complete, and correct to the best of his knowledge and belief.
• Viant Technology Inc. (Issuer), through Dave Sincich (EVP, Corporate Finance & Accounting), acknowledged receipt of the 10b5-1 Plan and concluded that it does not violate any company policy or trading restriction, assuming transactions are executed in accordance with its terms.

Industry Context

This filing is a routine compliance disclosure for a publicly traded company's executive. The use of a Rule 10b5-1 trading plan is a standard practice in the U.S. financial industry for insiders to sell company stock in a pre-arranged, compliant manner, mitigating concerns about insider trading. Such plans are common among executives seeking to diversify their portfolios or manage liquidity, and they reflect adherence to regulatory best practices for corporate governance.

Comparison to Industry Standards

• The establishment of a Rule 10b5-1 plan by a senior executive like Larry Madden (CFO) is a widely accepted corporate governance practice, aligning with industry standards for transparent and compliant insider stock transactions.
• The cooling-off period specified in the plan (later of 90 days or two business days post-earnings, max 120 days) is consistent with recent SEC amendments to Rule 10b5-1, which introduced mandatory cooling-off periods to enhance investor protection.
• The commitment to provide transaction information for Section 16 filings (Form 4) to the Issuer's contacts (Dave Sincich, Jessica Schilling) demonstrates adherence to regulatory reporting requirements for insiders, a standard practice across publicly traded companies.

Stakeholder Impact

• Shareholders: May observe an increase in the public float of Class A Common Stock as shares are sold, which could influence supply-demand dynamics. The planned nature of the sales via a 10b5-1 plan aims to minimize abrupt market impact.
• Employees: No direct impact mentioned, but general market perception of insider activity can indirectly affect employee morale or perception of company stability.
• Customers/Suppliers/Creditors: No direct impact is anticipated from this filing, as it pertains to an executive's personal stock trading plan rather than operational or financial performance.

Next Steps

• Periodic sales of Class A Common Stock by Larry Madden will commence on March 17, 2025, and continue through September 30, 2025, under the terms of the December 2024 Trading Plan.
• The broker (Goldman Sachs & Co. LLC) will execute sales, aiming for approximately 8% of daily trading volume, subject to market conditions and plan terms.
• Larry Madden is responsible for making any required filings under Sections 13(d) or 13(g) of the Exchange Act and ensuring Section 16 reporting (Form 4) for open market transactions.

Key Dates

Keywords

Viant Technology Inc., Larry Madden, Schedule 13D, 10b5-1 Trading Plan, Insider Selling, Class A Common Stock, Restricted Stock Units, Stock Options, Beneficial Ownership, SEC Filing, Corporate Governance, Stock Sales