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

Chief Operating Officer Christopher Vanderhook sold 12,500 shares of Class A common stock following a unit exchange, executed under a pre-arranged trading plan.

Summary

• Christopher Vanderhook, COO and 10% owner of Viant Technology Inc., executed a series of transactions between May 19 and May 21, 2026.
• The process involved exchanging 12,500 Class B Units of Viant Technology LLC for 12,500 shares of Class A Common Stock on a one-for-one basis.
• Simultaneously, 12,500 shares of Class B Common Stock were cancelled as part of the redemption process.
• A total of 12,500 Class A shares were sold in the open market over three days at weighted average prices ranging from $10.5956 to $10.8872.
• The transactions were conducted through Capital V LLC, an entity in which the reporting person holds a one-third interest.
• Following these sales, the reporting person indirectly holds 9,094,775 shares of Class B Common Stock through Capital V LLC.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event. While it involves insider selling, the use of a pre-arranged 10b5-1 plan and the retention of a massive majority of the executive's stake mitigate negative signals.

Positives

• The sales were executed under a Rule 10b5-1 trading plan, which was adopted on March 18, 2025, and amended on September 17, 2025, providing transparency and reducing concerns of insider trading.
• The executive retains a very significant indirect ownership stake of over 9 million shares, suggesting continued alignment with shareholder interests.
• The sales represent a very small fraction of the total beneficial ownership held by the reporting person.

Negatives

• The sale of 12,500 shares results in a total disposal of the Class A shares acquired during this specific exchange period.
• Insider selling, regardless of the reason, can sometimes be interpreted by the market as a lack of immediate upside potential or a desire for liquidity.

Risks

• The reporting person holds a significant concentration of wealth in the company, which could lead to further periodic liquidations under the 10b5-1 plan.
• Market volatility may impact the realized price of future tranches of shares scheduled for sale under the existing trading plan.

Future Outlook

The reporting person is likely to continue executing sales as dictated by the 10b5-1 trading plan adopted in 2025. These sales appear to be part of a structured liquidity strategy rather than a reaction to immediate business performance.

Management Comments

• The reporting person undertakes to provide full information regarding the number of shares sold at each separate price within the reported ranges upon request.

Industry Context

StockSavvy.ai notes that in the AdTech sector, high levels of insider ownership are common following IPOs. Executives frequently use 10b5-1 plans to diversify their portfolios without triggering market alarm, a practice seen across peers in the programmatic advertising space.

Comparison to Industry Standards

• The use of a 10b5-1 plan is a standard best practice for corporate governance among U.S. listed technology companies to manage insider transactions.
• The volume of the sale (12,500 shares) is relatively low compared to daily trading volumes of mid-cap AdTech firms, minimizing market impact.
• The conversion of Class B units to Class A shares for sale is a common mechanism in Up-C corporate structures often used by technology firms.

Corporate Governance

Related Party Transactions

• Transactions were conducted through Capital V LLC, an entity in which the COO holds a one-third interest.

Stakeholder Impact

• Shareholders: Minimal impact due to the small size of the transaction relative to total shares outstanding.
• Management: Demonstrates the use of structured liquidity plans for executive compensation and equity management.

Next Steps

• Monitor future Form 4 filings for continued sales under the 10b5-1 plan.
• Observe if other insiders or 10% owners begin similar liquidation patterns.

Key Dates

Recommendation

The filing shows routine, planned insider selling that does not change the fundamental investment thesis for the company. The executive remains heavily invested in the firm's long-term success.

Keywords

Viant Technology, DSP, Christopher Vanderhook, Insider Selling, Form 4, 10b5-1 Plan, Class A Common Stock, AdTech, Capital V LLC