Viant (DSP) Form 4: COO Sells Shares; Issuer Buys 941,777 for ~$9M

Christopher Vanderhook, Viant Technology Inc. (DSP) Chief Operating Officer, reported multiple transactions between 09/15/2025 and 09/17/2025 involving both Class A and Class B common stock and related units.

Rhea-AI Filing Summary

Christopher Vanderhook, Viant Technology Inc. (DSP) Chief Operating Officer, reported multiple transactions between 09/15/2025 and 09/17/2025 involving both Class A and Class B common stock and related units. On 09/15/2025 he sold 8,782 shares of Class A at $9.7274 to cover estimated taxes from RSU vesting. On 09/16/2025 313,926 Class B units were treated as exchanged/recorded with no cash price, and on 09/17/2025 he sold 313,926 Class A shares at $9.5564. Pursuant to an agreement dated 09/15/2025 the issuer purchased 941,777 Class A shares from Capital V LLC for approximately $9,000,000. The filing corrects a prior Form 4 gift count and discloses indirect interests via Capital V LLC and several GRATs.

Positive

• Issuer repurchased 941,777 Class A shares from Capital V LLC for an aggregate of approximately $9,000,000, indicating a significant share purchase by the company
• Correction filed to amend a prior Form 4 error regarding the number of shares gifted, improving disclosure accuracy

Negative

• Reporting person sold shares including 8,782 Class A shares at $9.7274 on 09/15/2025 and 313,926 Class A shares at $9.5564 on 09/17/2025, reducing direct holdings
• Indirect holdings adjusted due to cancellations and annuity payments involving multiple GRATs and Capital V LLC, which lower the reporting person’s direct economic interest

Insights

Financial Analyst

TL;DR: Insider sold shares for tax planning while issuer repurchased 941,777 Class A shares for ~ $9M.

The transactions show routine insider liquidity and an issuer-side share purchase from a related holder. The COO sold small, targeted amounts to cover RSU tax obligations and separately sold 313,926 shares at $9.5564, while Capital V LLC sold 941,777 shares to the issuer for ~ $9.0 million under a Unit Exchange and Purchase Agreement. These moves change reported beneficial ownership and reflect restructuring of Class B units into Class A shares and cancellations. The corrected prior gift count improves disclosure accuracy. Overall, transactions are operational and disclosure-driven rather than indicating a new strategic shift.

Corporate Governance Expert

TL;DR: Filing documents governance-related transfers, unit exchanges and corrected disclosure; no regulatory red flags apparent.

The Form 4 documents multiple related-party and estate-planning holdings including one-third indirect interest in Capital V LLC and several grantor retained annuity trusts (GRATs). The Unit Exchange and Purchase Agreement and automatic cancellation mechanics upon exchange of Class B Units are clearly disclosed. The filer corrected an earlier misreported gift and used an attorney-in-fact signature, both properly noted. From a governance standpoint, the filing improves transparency about indirect holdings and the mechanics of unit-for-share exchanges, without disclosing any compliance issues.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 15 txns

Insider Vanderhook Christopher

Role Chief Operating Officer

Sold 8,782 shs ($85K)

Approx. gross sale proceeds $85K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Disposition	Class A Common Stock	313,926	$9.5564	$3.00M
Exercise	Class B Units	313,926	$0.00	$0.00
Exercise	Class A Common Stock	313,926	$0.00	$0.00
Disposition	Class B Common Stock	313,926	$0.00	$0.00
Sale	Class A Common Stock	8,782	$9.7274	$85K
holding	Class B Units	--	--	--
holding	Class B Units	--	--	--
holding	Class B Units	--	--	--
holding	Class B Units	--	--	--
holding	Class B Units	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Units — 9,169,775 contracts (Indirect, By Capital V LLC); Class A Common Stock — 356,284 shares (Direct); Class B Common Stock — 9,169,775 shares (Indirect, By Capital V LLC); Class A Common Stock — 0 shares (Indirect, By Capital V LLC); Class B Units — 0 contracts (Direct); Class B Units — 0 contracts (Indirect, By GRAT); Class B Common Stock — 6,626,214 shares (Direct); Class B Common Stock — 1,207,560 shares (Indirect, By GRAT)

Footnotes (12)

1. F1. Shares were sold in a transaction instituted by the Issuer on the Reporting Person's behalf to cover estimated taxes associated with the vesting and settlement of restricted stock units.
2. F2. On December 20, 2024, the Reporting Person filed a Form 4, which inadvertently reported a gift of 31,556 shares of the Issuer's Class A common stock when the actual number of shares gifted was 31,566. The total number of shares of Class A common stock held by the Reporting Person has been corrected herein accordingly.
3. F3. The Class B Units of Viant Technology LLC ("Class B Units") are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A common stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be automatically cancelled.
4. F4. The Reporting Person holds a one-third interest in Capital V LLC and may therefore be deemed to have an indirect pecuniary interest in one-third of Capital V LLC's total holdings.
5. F5. Reflects the cancellation for no consideration of a number of shares of Class B common stock of the Issuer in connection with the redemption by the Reporting Person of an equal number of Class B Units for Class A common stock.
6. F6. Pursuant to the Unit Exchange and Purchase Agreement dated September 15, 2025, the Issuer has purchased an aggregate of 941,777 shares of Class A common stock from Capital V LLC for an aggregate price of approximately $9,000,000. The Reporting Person sold such shares to the Issuer in connection with tax planning.
7. F7. The change in the number of shares held by each GRAT reflects an annuity payment to the Reporting Person's direct holdings.
8. F8. Securities held by the Carter Vanderhook 2024 grantor retained annuity trust.
9. F9. Securities held by the Hayden Vanderhook 2024 grantor retained annuity trust.
10. F10. Securities held by the Clay Vanderhook 2024 grantor retained annuity trust.
11. F11. Securities held by the Colbie Vanderhook 2024 grantor retained annuity trust.
12. F12. The change in the number of Class B Units held by each GRAT reflects an annuity payment to the Reporting Person's direct holdings.

FAQ

What did Christopher Vanderhook report on Form 4 for Viant Technology (DSP)?

The Form 4 reports sales and exchanges of Class A and Class B shares/units between 09/15/2025 and 09/17/2025, including sales of 8,782 Class A shares at $9.7274 and 313,926 Class A shares at $9.5564.

How many shares did Viant repurchase from Capital V LLC and for how much?

The issuer purchased an aggregate of 941,777 Class A shares from Capital V LLC for approximately $9,000,000 under a Unit Exchange and Purchase Agreement dated 09/15/2025.

Why were some shares sold on behalf of the reporting person?

The filing states that shares were sold to cover estimated taxes associated with the vesting and settlement of restricted stock units.

Did the filing correct any prior reporting errors?

Yes. A prior Form 4 filed on December 20, 2024, inadvertently misstated a gift by 10 shares (reported 31,556 vs actual 31,566); this filing corrects the total Class A share count.

What indirect interests does the reporting person have?

The reporting person holds a one-third interest in Capital V LLC and holdings are also reflected through several 2024 GRATs named in the filing.

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Accepted by SEC EDGAR 09/17/2025 - 06:38 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Vanderhook Christopher

(Last) (First) (Middle)

C/O VIANT TECHNOLOGY INC.

2722 MICHELSON DRIVE, SUITE 100

(Street)

IRVINE CA 92612

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Viant Technology Inc. [ DSP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/15/2025		S(1)		8,782	D	$9.7274	356,284(2)	D
Class A Common Stock	09/16/2025		M(3)		313,926	A	$0(3)	313,926	I	By Capital V LLC(4)
Class B Common Stock	09/16/2025		D(5)		313,926	D	$0(5)	9,169,775	I	By Capital V LLC(4)
Class A Common Stock	09/17/2025		D(6)		313,926	D	$9.5564	0	I	By Capital V LLC(4)
Class B Common Stock								6,626,214	D
Class B Common Stock								301,890(7)	I	By GRAT(8)
Class B Common Stock								301,890(7)	I	By GRAT(9)
Class B Common Stock								301,890(7)	I	By GRAT(10)
Class B Common Stock								301,890(7)	I	By GRAT(11)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Units	(3)	09/16/2025		M(3)			313,926	(3)	(3)	Class A Common Stock	313,926	$0	9,169,775	I	By Capital V LLC(4)
Class B Units	(3)							(3)	(3)	Class A Common Stock	0		6,626,214	D
Class B Units	(3)							(3)	(3)	Class A Common Stock	0		301,890(12)	I	By GRAT(8)
Class B Units	(3)							(3)	(3)	Class A Common Stock	0		301,890(12)	I	By GRAT(9)
Class B Units	(3)							(3)	(3)	Class A Common Stock	0		301,890(12)	I	By GRAT(10)
Class B Units	(3)							(3)	(3)	Class A Common Stock	0		301,890(12)	I	By GRAT(11)

Explanation of Responses:

1. Shares were sold in a transaction instituted by the Issuer on the Reporting Person's behalf to cover estimated taxes associated with the vesting and settlement of restricted stock units.

2. On December 20, 2024, the Reporting Person filed a Form 4, which inadvertently reported a gift of 31,556 shares of the Issuer's Class A common stock when the actual number of shares gifted was 31,566. The total number of shares of Class A common stock held by the Reporting Person has been corrected herein accordingly.

3. The Class B Units of Viant Technology LLC ("Class B Units") are exchangeable, at the holder's option, on a one-for-one basis into shares of Class A common stock of the Issuer. Upon exchange of a Class B Unit, the corresponding share of Class B common stock will be automatically cancelled.

4. The Reporting Person holds a one-third interest in Capital V LLC and may therefore be deemed to have an indirect pecuniary interest in one-third of Capital V LLC's total holdings.

5. Reflects the cancellation for no consideration of a number of shares of Class B common stock of the Issuer in connection with the redemption by the Reporting Person of an equal number of Class B Units for Class A common stock.

6. Pursuant to the Unit Exchange and Purchase Agreement dated September 15, 2025, the Issuer has purchased an aggregate of 941,777 shares of Class A common stock from Capital V LLC for an aggregate price of approximately $9,000,000. The Reporting Person sold such shares to the Issuer in connection with tax planning.

7. The change in the number of shares held by each GRAT reflects an annuity payment to the Reporting Person's direct holdings.

8. Securities held by the Carter Vanderhook 2024 grantor retained annuity trust.

9. Securities held by the Hayden Vanderhook 2024 grantor retained annuity trust.

10. Securities held by the Clay Vanderhook 2024 grantor retained annuity trust.

11. Securities held by the Colbie Vanderhook 2024 grantor retained annuity trust.

12. The change in the number of Class B Units held by each GRAT reflects an annuity payment to the Reporting Person's direct holdings.

Remarks:

	/s/ Larry Madden, Attorney-in-Fact for Christopher Vanderhook	09/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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