Capital V LLC Sells 941,777 Viant Shares to Issuer in $9M Deal

Rhea-AI Filing Summary

Capital V LLC, a reporting person associated with Viant Technology Inc. (DSP), reported transactions dated 09/16/2025 and 09/17/2025. On 09/16/2025 the filer acquired 941,777 Class B Units (exchangeable one-for-one into Class A common stock) for $0 and simultaneously recorded the cancellation of an equal number of Class B common shares for no consideration. The following day, 09/17/2025, the issuer purchased 941,777 shares of Class A common stock from Capital V LLC for an aggregate price of approximately $9,000,000 (price per share $9.5564). After the reported transactions the filing shows 27,509,326 shares of Class B common stock beneficially owned and 0 shares of Class A common stock beneficially owned by the reporting person.

Positive

• Issuer purchased shares from the reporting person for approximately $9.0 million, which may indicate the company completed a negotiated transaction as documented
• Explanations provided clarify that Class B Units are exchangeable one-for-one into Class A common stock and describe the mechanics of cancellation and purchase

Negative

• Reporting person disposed of 941,777 Class A shares to the issuer, reducing direct Class A beneficial ownership to 0
• Cancellation of Class B common shares for no consideration occurred in connection with the unit redemption, reducing that form of outstanding shares held by the reporting person

Insights

Securities Analyst

TL;DR: Reporting person exchanged Class B units, had shares cancelled, and sold 941,777 Class A shares to the issuer for ~$9.0M.

The Form 4 discloses a structural exchange of Class B units into Class A common equivalents and a company purchase of those 941,777 Class A shares for about $9.0 million on 09/17/2025. This transaction reduced the reporting person’s direct Class A holdings to zero while leaving a reported beneficial position in Class B common stock of 27,509,326 shares. The instrument conversion and cancellation are explicit in the explanations and the sale is described as conducted in connection with tax planning and governed by a Unit Exchange and Purchase Agreement dated 09/15/2025.

Corporate Governance Specialist

TL;DR: Transaction shows conversion mechanics and an issuer purchase under a dated agreement; no regulatory or legal issues disclosed.

The filing documents an exchangeable unit structure where Class B Units convert one-for-one into Class A common stock and an associated automatic cancellation of corresponding Class B common stock upon exchange. The issuer’s purchase of 941,777 Class A shares from Capital V LLC for approximately $9.0 million is recorded as occurring pursuant to a Unit Exchange and Purchase Agreement. The Form 4 is signed by an attorney-in-fact and includes the required explanatory footnotes; it does not state any legal disputes or regulatory sanctions.

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^*

Capital V LLC

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2025

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	09/16/2025		M(1)		941,777	A	$0(1)	941,777	D
Class B Common Stock	09/16/2025		D(2)		941,777	D	$0(2)	27,509,326	D
Class A Common Stock	09/17/2025		D(3)		941,777	D	$9.5564	0	D

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	(1)	09/16/2025		M(1)			941,777	(1)	(1)	Class A Common Stock	941,777	$0	27,509,326	D

Explanation of Responses:

1. The Class B Units of Viant Technology LLC 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.

2. 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.

3. 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. Capital V LLC sold such shares to the Issuer in connection with tax planning.

Remarks:

	/s/ Larry Madden, Attorney-in-Fact for Capital V LLC	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.
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FAQ

What transactions did Capital V LLC disclose on the Form 4 for DSP?

The filing shows acquisition of 941,777 Class B Units on 09/16/2025, cancellation of an equal number of Class B common shares for no consideration, and sale of 941,777 Class A shares to the issuer on 09/17/2025 for an aggregate of ~$9,000,000.

How many shares of Class A and Class B does the filing report after the transactions?

After the reported transactions the filing shows 0 shares of Class A common stock beneficially owned and 27,509,326 shares of Class B common stock beneficially owned by the reporting person.

What price did the issuer pay for the purchased shares?

The Form 4 reports the sale price per share as $9.5564 and an aggregate purchase price of approximately $9,000,000 for 941,777 shares.

Why did Capital V LLC sell the shares to the issuer?

The filing states the shares were sold to the issuer in connection with tax planning pursuant to a Unit Exchange and Purchase Agreement dated 09/15/2025.

Who signed the Form 4 on behalf of Capital V LLC?

The Form 4 is signed by /s/ Larry Madden, Attorney-in-Fact for Capital V LLC dated 09/17/2025.