[Form 4] Viant Technology Inc. Insider Trading Activity

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

Financial Analyst

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.

Corporate Governance Expert

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.

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
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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 Timothy

(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)
	CEO and Chairman

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 Eve Vanderhook 2024 grantor retained annuity trust.

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

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

11. Securities held by the Kingston 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 Timothy 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Timothy Vanderhook report on the Form 4 for Viant Technology (DSP)?

He reported: a sale of 8,782 Class A shares on 09/15/2025 to cover taxes; exchange and purchases on 09/16-09/17/2025 affecting 313,926 Class B Units and Class A shares; and the issuer purchased 941,777 Class A shares from Capital V LLC for about $9.0M.

Why were some shares sold according to the filing?

The filing states shares were sold on the reporting person's behalf to cover estimated taxes associated with vesting and settlement of restricted stock units.

Did the Form 4 correct any prior disclosures for DSP?

Yes. It corrects a prior Form 4 filed 12/20/2024 that misstated a gift as 31,556 shares when the actual gift was 31,566 shares.

What related-party transaction is disclosed in the Form 4?

Under a Unit Exchange and Purchase Agreement dated 09/15/2025, the issuer bought 941,777 Class A shares from Capital V LLC for approximately $9,000,000; the reporting person holds a one-third interest in Capital V LLC.

Were any trust transfers reported?

Yes. Changes in holdings for multiple grantor retained annuity trusts (GRATs) were disclosed, reflecting annuity payments to the reporting persons direct holdings.