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

Capital V LLC, a 10% owner and director of Viant Technology Inc., reported the sale of 36,240 Class A common shares following the conversion of Class B units, all executed under a pre-arranged 10b5-1 trading plan.

Summary

• Capital V LLC, a 10% owner and director of Viant Technology Inc. (DSP), reported transactions involving the conversion of Class B Units and subsequent sales of Class A Common Stock.
• On February 17, 2026, Capital V LLC converted 37,500 Class B Units into 37,500 shares of Class A Common Stock.
• Concurrently, 37,500 shares of Class B Common Stock were cancelled for no consideration as part of the conversion process.
• Capital V LLC then sold a total of 36,240 Class A Common Stock shares over three days:
• 12,237 shares on February 17, 2026, at a weighted average price of $9.2645.
• 14,167 shares on February 18, 2026, at a weighted average price of $9.1853.
• 9,836 shares on February 19, 2026, at a weighted average price of $9.1718.
• These sales were executed pursuant to a Rule 10b5-1 trading plan adopted on March 18, 2025, and amended on September 17, 2025.
• Following these transactions, Capital V LLC beneficially owns 1,260 Class A Common Stock shares and 27,396,826 Class B Common Stock shares (which are convertible into Class A).

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event because while it represents insider selling, the execution under a pre-arranged 10b5-1 plan mitigates concerns about opportunistic trading based on new negative information.

Positives

• The transactions were executed under a pre-arranged 10b5-1 trading plan, which indicates the sales were scheduled in advance and not based on recent material non-public information.

Negatives

• A significant insider, Capital V LLC, sold a total of 36,240 shares of Class A Common Stock, which could be interpreted as a reduction in their direct equity exposure.

Future Outlook

No forward-looking statements or guidance were provided in this Form 4 filing.

Industry Context

StockSavvy.ai notes that insider selling, even when conducted under a 10b5-1 plan, is often scrutinized by the market. While a 10b5-1 plan suggests the decision to sell was made without the benefit of recent material non-public information, significant sales by a 10% owner and director can still be perceived as a reduction in direct equity exposure or a move to diversify holdings. This type of transaction is common across industries for long-term holders managing their portfolios.

Comparison to Industry Standards

• Insider selling activity is a common occurrence across all industries. While the sale of 36,240 shares by a 10% owner is notable, the execution under a 10b5-1 plan aligns with best practices for corporate insiders to avoid accusations of trading on inside information.
• Similar planned sales are often seen from executives at companies like Google (Alphabet) or Microsoft, where large holders periodically liquidate portions of their holdings for diversification or liquidity purposes, without necessarily signaling a negative outlook on the company's future.

Related Party Transactions

• The conversion of Class B Units and subsequent sale of Class A Common Stock by Capital V LLC, a 10% owner and director, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The sale of shares by a significant insider could be perceived negatively, potentially leading to short-term downward pressure on the stock price, although the 10b5-1 plan mitigates this to some extent.
• Employees, Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Key Dates

Recommendation

The filing reports routine insider selling under a pre-arranged 10b5-1 plan, which typically does not signal a change in the company's fundamental outlook. While insider sales can sometimes be a bearish signal, the planned nature of these transactions suggests diversification or liquidity management rather than a lack of confidence. Therefore, a 'hold' recommendation is appropriate, advising investors to maintain their current positions and look for more substantive operational or financial news for a change in investment thesis.

Keywords

Viant Technology Inc., DSP, Capital V LLC, Form 4, Insider Trading, Stock Sale, 10b5-1 Plan, Class A Common Stock, Class B Units, Beneficial Ownership