Viant Form 4: Vanderhook sells shares for taxes; Capital V LLC sale nets ~$9M
Rhea-AI Filing Summary
Timothy Vanderhook, CEO and Chairman of Viant Technology Inc. (ticker DSP), filed a Form 4 reporting multiple transactions in mid-September 2025 that adjusted his direct and indirect holdings. The filing states shares were sold on 09/15/2025 to cover taxes related to vesting restricted stock units and that, under a Unit Exchange and Purchase Agreement dated 09/15/2025, the issuer bought 941,777 shares from Capital V LLC for about $9.0 million. A prior Form 4 gift count was corrected. The report also shows exchanges and cancellations between Class B Units, Class B common stock and Class A common stock and transfers involving several GRATs.
Positive
- Issuer purchased 941,777 Class A shares from Capital V LLC for approximately $9.0 million, which may reduce outstanding public float
- Correction of prior Form 4 demonstrates attention to accurate disclosure
- Clear disclosure of transactions to cover taxes and transfers into GRATs, improving transparency
Negative
- Insider sold 8,782 shares on 09/15/2025 to cover taxes, reducing direct holdings
- Significant conversions/cancellations of Class B securities (including 313,926 unit exchanges) altered ownership structure
- Indirect holdings remain large (report shows millions of Class B and Class A equivalents), which concentrates control
Insights
TL;DR: Insider executed tax-related sales and conversions while the company purchased ~941,777 shares from a related LLC for ~$9.0M.
The transactions include a small sale to cover taxes, a corrected prior filing, and a larger buyback-style purchase from Capital V LLC under a Unit Exchange and Purchase Agreement totaling approximately $9.0 million for 941,777 Class A shares. The mix of direct sales, unit exchanges, and GRAT movements changes Vanderhook's direct and indirect ownership tallies without presenting explicit financial results or forward guidance.
TL;DR: Reporting shows routine insider tax sales, ownership restructuring via unit exchanges, and a material related-party share purchase.
The filing discloses governance-relevant actions: correction of a prior Form 4, cancellations of Class B common stock upon unit exchange, and transfers into grantor retained annuity trusts (GRATs). The Unit Exchange and Purchase Agreement that resulted in the issuer buying 941,777 shares from an entity in which Vanderhook holds an interest is noteworthy for related-party disclosure, but the form does not state any unusual governance disputes or regulatory issues.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Class A Common Stock | 313,926 | $9.5564 | $3.00M |
| Exercise | Class B Units | 313,926 | $0.00 | -- |
| Exercise | Class A Common Stock | 313,926 | $0.00 | -- |
| Disposition | Class B Common Stock | 313,926 | $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 | -- | -- | -- |
Footnotes (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. 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. 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. 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. 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. 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. The change in the number of shares held by each GRAT reflects an annuity payment to the Reporting Person's direct holdings. Securities held by the Eve Vanderhook 2024 grantor retained annuity trust. Securities held by the Stella Vanderhook 2024 grantor retained annuity trust. Securities held by the Gray Vanderhook 2024 grantor retained annuity trust. Securities held by the Kingston Vanderhook 2024 grantor retained annuity trust. The change in the number of Class B Units held by each GRAT reflects an annuity payment to the Reporting Person's direct holdings.
