Viant Technology Inc

Previous wording

Our DSP is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their digital advertising across most channels. Through our omni-channel platform, a marketer can easily buy ads on connected TV, mobile, desktop, in-game, streaming audio and digital billboards.

Current wording

Our DSP is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their digital advertising across most channels. Through our omni-channel platform, a marketer can easily buy ads on connected TV ("CTV"), streaming audio, digital out-of-home, mobile and desktop.

Previous wording

Our DSP is an easy-to-use self-service platform that provides our customers with transparency and control over their advertising campaigns. Our platform offers customers unique visibility across a variety of inventory, allowing them to create customized audience segments and leverage our household ID and strategic partner data to reach target audiences at scale. Our platform delivers a full suite of forecasting, reporting and built-in automation that provides our customers with insights into available inventory based on the desired target audience. We offer advanced forecasting and reporting that empowers our customers with functionality designed to ensure they can accurately measure and improve their return on advertising spend across channels, a feature we believe helps us grow our customer base as more customers recognize its benefits.

Current wording

Our DSP is an easy-to-use self-service platform that provides our customers with transparency and control over their advertising campaigns. Our platform offers customers unique visibility across a variety of inventory, allowing them to create customized audience segments and leverage our addressability solutions, Household ID ("HHID") and IRIS_ID, and strategic partner data to reach target audiences at scale. Our platform delivers a full suite of forecasting, reporting and built-in automation that provides our customers with insights into available inventory based on the desired target audience. We offer advanced forecasting and reporting that empowers our customers with functionality designed to ensure they can accurately measure and improve their return on advertising spend across channels, a feature we believe helps us grow our customer base as more customers recognize its benefits.

Previous wording

In September 2024, we launched our artificial intelligence product suite, ViantAI, which we believe will be the foundational component of our long-term vision for autonomous advertising to create the most efficient and cost-effective experience for our customers. ViantAI handles every stage of programmatic advertising, from building campaigns to optimizing execution allowing advertisers and their agencies to rely on ViantAI to manage their campaigns while they focus on broader strategic goals.

Current wording

Additionally, we believe our artificial intelligence product suite, ViantAI, will be the foundational component of our long-term vision for autonomous advertising to create the most efficient and cost-effective experience for our customers. We expect that ViantAI will handle every stage of programmatic advertising, from building campaigns to optimizing execution, allowing advertisers and their agencies to rely on ViantAI to manage their campaigns while they focus on broader strategic goals.

Previous wording

(1)Contribution ex-TAC, non-GAAP net income and adjusted EBITDA are non-GAAP financial measures. For a detailed discussion of our key operating and financial performance measures and a reconciliation of contribution ex-TAC, non-GAAP net income and adjusted EBITDA to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (“GAAP”), see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”

Current wording

(1)Contribution ex-TAC, non-GAAP net income (loss) and adjusted EBITDA are non-GAAP financial measures. For a detailed discussion of our key operating and financial performance measures and a reconciliation of contribution ex-TAC, non-GAAP net income (loss) and adjusted EBITDA to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America (“GAAP”), see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”

Previous wording

Our future growth depends on our ability to enhance and improve our offerings and platform to increase our customers' usage of our platform and add new customers. We believe many advertisers are in the early stages of moving a greater percentage of their advertising budgets to programmatic channels. By providing solutions for the planning, buying and measuring of their media spend across most channels, we believe we are well positioned to capture more of our customers’ programmatic budgets. We also continue to add functionality to our platform to encourage our customers to increase their usage. For instance, we continue to leverage artificial intelligence and machine learning in our platform to help our customers improve the efficiency and effectiveness of their advertising campaigns. We expect ViantAI to accelerate market share gains and expand our total addressable market. Further, we intend to continue to grow our sales and marketing efforts to increase awareness of our DSP and highlight the advantages of our household ID and strategic partner data as a superior option to cookie-based targeting.

Current wording

Our future growth depends on our ability to enhance and improve our offerings and platform to increase our customers' usage of our platform and add new customers. We believe many advertisers are in the early stages of moving a greater percentage of their advertising budgets to programmatic channels. By providing solutions for the planning, buying and measuring of their media spend across most channels, we believe we are well positioned to capture more of our customers’ programmatic budgets. We also continue to add functionality to our platform to encourage our customers to increase their usage. For instance, we continue to leverage artificial intelligence and machine learning in our platform to help our customers improve the efficiency and effectiveness of their advertising campaigns. We expect ViantAI to accelerate market share gains and expand our total addressable market. Further, we intend to continue to grow our sales and marketing efforts to increase awareness of our DSP and highlight the advantages of our addressability solutions, HHID and IRIS_ID, and strategic partner data as a superior option to cookie-based targeting.

Previous wording

We evaluate our customers' usage of our platform and assess our market penetration and scale based on changes in revenue, contribution ex-TAC and advertiser spend. We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features and our platform fee that we charge customers. For the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023, our revenue grew 26%. We believe growing customer adoption of our newer products and platform features continued to drive incremental revenue, gross profit and contribution ex-TAC during the nine months ended September 30, 2024. For a detailed discussion of our key operating measures, see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”

Current wording

We evaluate our customers' usage of our platform and assess our market penetration and scale based on changes in revenue, contribution ex-TAC and advertiser spend. We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features and our platform fee that we charge customers. For the three months ended March 31, 2025 compared to the three months ended March 31, 2024, our revenue grew 32%. We believe growing customer adoption of our newer products and platform features continued to drive incremental revenue, gross profit and contribution ex-TAC during the three months ended March 31, 2025. For a detailed discussion of our key operating measures, see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”

Previous wording

Macroeconomic conditions and geopolitical events, such as pandemics, inflation, high interest rates, tightening of credit markets, recession risks, labor shortages, supply chain disruptions, and potential disruptions from international conflicts and acts of terrorism, have impacted and may continue to impact our business and the business of our customers, while also disrupting sales channels and advertising and marketing activities. We continue to actively monitor the impact of these macroeconomic factors on our results of operations, financial condition and cash flows, and on our clients, partners, industry and employees. The extent to which these factors impact our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted. Due to the nature of our business, the effect of these macroeconomic conditions and geopolitical events may not be fully reflected in our results of operations until future periods.

Current wording

Macroeconomic conditions and geopolitical events, such as pandemics, inflation, high interest rates, new or increased tariffs and international trade conflict, tightening of credit markets, recession risks, labor shortages, supply chain disruptions, political election cycles, changes in laws and interpretations of laws, changes in the volume and relative mix of U.S. government spending, cost-cutting and efficiency initiatives and potential disruptions from international conflicts and acts of terrorism, have impacted and may continue to impact our business and the business of our customers, while also disrupting sales channels and advertising and marketing activities. We continue to actively monitor the impact of these macroeconomic factors on our results of operations, financial condition and cash flows, and on our clients, partners, industry and employees. The extent to which these factors impact our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted. Due to the nature of our business, the effect of these macroeconomic conditions and geopolitical events may not be fully reflected in our results of operations until future periods.

Previous wording

The following tables present our unaudited condensed consolidated statements of operations, our condensed consolidated statements of operations as a percentage of revenue, and the impact of stock-based compensation, depreciation and amortization on each operating expense line item for the three and nine months ended September 30, 2024 and 2023:

Current wording

The following tables present our unaudited condensed consolidated statements of operations, our condensed consolidated statements of operations as a percentage of revenue, and the impact of stock-based compensation, depreciation and amortization on each operating expense line item for the three months ended March 31, 2025 and 2024:

Previous wording

(1)Stock-based compensation, depreciation and amortization included in operating expenses are as follows:

Current wording

(1)Stock-based compensation, depreciation and amortization included in operating expenses were as follows:

Previous wording

Revenue increased by $20.3 million, or 34%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. The increase was primarily due to an 154% increase in revenue from marketers in the political, automotive, travel, and consumer goods industry verticals, and a net 6% increase in all other industry verticals.

Current wording

Revenue increased by $17.2 million, or 32%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily due to an 84% increase in revenue from marketers in the consumer goods, business services, and healthcare industry verticals and a net 12% increase in all other industry verticals.

Previous wording

Platform operations expense increased by $13.6 million, or 44%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This increase was primarily due to a $12.1 million increase in traffic acquisition costs (“TAC”), a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option. The increase was also due to higher other platform operations expense which was driven by a $1.3 million increase in platform costs related to non-operational media purchases, a $0.5 million increase in cloud and data center services in support of our DSP, a $0.2 million increase in depreciation driven by our continued investment in developed technology and a $0.1 million increase in personnel costs, partially offset by a $0.6 million decrease in stock-based compensation.

Current wording

Platform operations expense increased by $10.2 million, or 34%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase was primarily due to an $8.6 million increase in traffic acquisition costs (“TAC”), a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option. The increase was also due to higher other platform operations expense which was driven by a $0.6 million increase in cloud and data center services in support of our DSP, a $0.5 million increase in personnel costs, and a $0.5 million increase in stock-based compensation.

Previous wording

Sales and marketing expense increased by$1.0 million, or 3%, during the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023. This increase was primarily due to a $3.4 million increase in personnel costs, a $1.6 million increase in advertising expense and a $0.7 million increase in travel and entertainment expense, partially offset by a $4.5 million decrease in stock-based compensation and a $0.2 million decrease in facilities expense.

Current wording

Sales and marketing expense increased by $1.3 million, or 10%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase was primarily due to a $1.3 million increase in personnel costs, a $0.7 million increase in stock-based compensation and a $0.1 million increase in professional services, partially offset by a $0.7 million decrease in travel and entertainment expense and a $0.1 million decrease in advertising expense.

Previous wording

Technology and development expense decreased by $0.5 million, or 8%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This decrease was primarily due to a $0.8 million decrease in stock-based compensation, partially offset by a $0.2 million increase in personnel costs and a $0.1 million increase in technology costs in support of our DSP.

Current wording

Technology and development expense increased by $1.7 million, or 32%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase was primarily due to a $0.9 million increase in personnel costs, a $0.3 million increase in stock-based compensation, a $0.3 million increase in technology costs in support of our DSP and a $0.2 million increase in depreciation expense.

Previous wording

General and administrative expense increased by $1.5 million, or 14%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This increase was primarily due to a $1.1 million increase in personnel costs, a $0.9 million increase in bad debt expense, a $0.2 million increase in travel and entertainment expense and a $0.1 million increase in accounting, legal, and consulting expenses associated with general corporate and compliance matters, partially offset by a

Current wording

General and administrative expense increased by $3.2 million, or 29%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This increase was primarily due to a $1.5 million increase in travel and entertainment expense driven by Company events and employee-related expenses, a $1.2 million increase in personnel costs, a $0.5 million increase in bad debt expense and a $0.3 million increase in accounting, legal, and consulting expenses associated with general corporate and compliance matters, partially offset by a $0.3 million decrease in stock-based compensation.

Previous wording

Total other income, netincreased by$0.1 million, or 3%, during the three months ended September 30, 2024 compared to the three months ended September 30, 2023. This increase was primarily attributable to higher interest income on cash and cash equivalents driven by higher interest rates.

Current wording

Total other expense (income), netdecreased by$1.0 million, or 41%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This decrease was primarily due to a $0.7 million decrease in interest income on cash and cash equivalents driven by lower interest rates as well as Tax Receivable Agreement ("TRA") expense of $0.3 million in the three months ended March 31, 2025.

Previous wording

For the three months ended September 30, 2024 and 2023, total interest cost incurred was $0.1 million. Interest costs capitalized during the three months ended September 30, 2024 and 2023 were de minimis.

Current wording

For the three months ended March 31, 2025 and 2024, total interest cost incurred was $0.1 million. Interest costs capitalized during the three months ended March 31, 2025 and 2024 were zero.

Previous wording

The U.S. federal statutory tax rate was 21% for the three months ended September 30, 2024 and 2023. The benefit from income taxes wasde minimis during the three months ended September 30, 2024, compared to a provision of $0.2 million for the three months ended September 30, 2023.

Current wording

The U.S. federal statutory tax rate was 21% for the three months ended March 31, 2025 and 2024. The benefit from income taxes increased by$0.1 million, or 55%, during the three months ended March 31, 2025, compared to the three months ended March 31, 2024 due to year-to-date loss and excess tax benefit on vested stock-based compensation.

Previous wording

Non-GAAP operating expenses is a non-GAAP financial measure. Total operating expenses is the most comparable GAAP financial measure. Non-GAAP operating expenses is defined by us as total operating expenses plus other expense (income), net, less TAC, stock-based compensation, depreciation, amortization and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense and non-operational media purchases. Non-GAAP operating expenses is a key component in calculating adjusted EBITDA, which is one of the measures we use to provide our business outlook to the investment community. Additionally, non-GAAP operating expenses is used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. We believe that the elimination of TAC, stock-based compensation, depreciation, amortization and certain other items not related to our core operations provides another measure for period-to-period comparisons of our business, provides additional insight into our core controllable costs, and is a useful metric for investors because it allows them to evaluate our operational performance in the same manner as our management and board of directors.

Current wording

Non-GAAP operating expenses is a non-GAAP financial measure. Total operating expenses is the most comparable GAAP financial measure. Non-GAAP operating expenses is defined by us as total operating expenses plus other expense (income), net, less TAC, stock-based compensation, depreciation, amortization and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense, and TRA remeasurement expense. Non-GAAP operating expenses is a key component in calculating adjusted EBITDA, which is one of the measures we use to provide our business outlook to the investment community. Additionally, non-GAAP operating expenses is used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. We believe that the elimination of TAC, stock-based compensation, depreciation, amortization and certain other items not related to our core operations provides another measure for period-to-period comparisons of our business, provides additional insight into our core controllable costs and is a useful metric for investors because it allows them to evaluate our operational performance in the same manner as our management and board of directors.

Previous wording

Adjusted EBITDA is a non-GAAP financial measure defined by us as net income (loss) before interest expense (income), net, income tax benefit (expense), depreciation, amortization, stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense and non-operational media purchases. Net income (loss) is the most comparable GAAP financial measure. Adjusted EBITDA as a percentage of contribution ex-TAC is a non-GAAP financial measure we calculate by dividing adjusted EBITDA by contribution ex-TAC for the period or periods presented.

Current wording

Adjusted EBITDA is a non-GAAP financial measure defined by us as net income (loss) before interest expense (income), net, income tax benefit (expense), depreciation, amortization, stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense, and TRA remeasurement expense. Net income (loss) is the most comparable GAAP financial measure. Adjusted EBITDA as a percentage of contribution ex-TAC is a non-GAAP financial measure we calculate by dividing adjusted EBITDA by contribution ex-TAC for the period or periods presented. Net income (loss) as a percentage of gross profit is the most comparable GAAP financial measure.

Previous wording

Adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC are used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that the exclusion of the amounts eliminated in calculating adjusted EBITDA can provide a measure for period-to-period comparisons of our business. Adjusted EBITDA as a percentage of contribution ex-TAC, a non-GAAP financial measure, is used by our management and board of directors to evaluate adjusted EBITDA relative to our profitability after costs that are directly variable to revenues, which comprise TAC. Accordingly, we believe that adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC provide information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board of directors. Net income (loss) as a percentage of gross profit is the most comparable GAAP financial measure.

Current wording

Adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC are used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that the exclusion of the amounts eliminated in calculating adjusted EBITDA can provide a measure for period-to-period comparisons of our business. Adjusted EBITDA as a percentage of contribution ex-TAC, a non-GAAP financial measure, is used by our management and board of directors to evaluate adjusted EBITDA relative to our profitability after costs that are directly variable to revenues, which comprise TAC. Accordingly, we believe that adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC provide information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board of directors.

Previous wording

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and

Current wording

•although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and

Previous wording

The following table presents a reconciliation of net income (loss) to adjusted EBITDA for the periods presented:

Current wording

The following table presents a reconciliation of net loss to adjusted EBITDA for the periods presented:

Previous wording

The following table presents the calculation of net income (loss) as a percentage of gross profit and the calculation of adjusted EBITDA as a percentage of contribution ex-TAC for the periods presented:

Current wording

The following table presents the calculation of net loss as a percentage of gross profit and the calculation of adjusted EBITDA as a percentage of contribution ex-TAC for the periods presented:

Previous wording

Non-GAAP net income (loss) is a non-GAAP financial measure defined by us as net income (loss) adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense and non-operational media purchases, as well as the income tax effect of these adjustments. Net income (loss) is the most comparable GAAP financial measure. Non-GAAP net income (loss) is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and additional insight into our core controllable costs. Accordingly, we believe that non-GAAP net income (loss) provides information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Current wording

Non-GAAP net income (loss) is a non-GAAP financial measure defined by us as net income (loss) adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense, and TRA remeasurement expense, as well as the income tax effect of these adjustments. Net income (loss) is the most comparable GAAP financial measure. Non-GAAP net income (loss) is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and additional insight into our core controllable costs. Accordingly, we believe that non-GAAP net income (loss) provides information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Previous wording

The following table presents a reconciliation of net income (loss) to non-GAAP net income for theperiods presented:

Current wording

The following table presents a reconciliation of net loss to non-GAAP net income for theperiods presented:

Previous wording

Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is a non-GAAP financial measure defined by us as earnings (loss) per share of Class A common stock—basic and diluted, adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense and non-operational media purchases, as well as the income tax effect of such adjustments. Earnings (loss) per share of Class A common stock—basic and diluted is the most comparable GAAP financial measure. Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. Accordingly, we believe that non-GAAP earnings (loss) per share of Class A common stock—basic and diluted provides information to investors and the market generally that aids in the understanding and evaluation of our results of operations in the same manner as our management and board of directors.

Current wording

Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is a non-GAAP financial measure defined by us as earnings (loss) per share of Class A common stock—basic and diluted, adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense, and TRA remeasurement expense, as well as the income tax effect of these adjustments. Earnings (loss) per share of Class A common stock—basic and diluted is the most comparable GAAP financial measure. Non-GAAP earnings (loss) per share of Class A common stock—basic and diluted is used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. Accordingly, we believe that non-GAAP earnings (loss) per share of Class A common stock—basic and diluted provides information to investors and the market generally that aids in the understanding and evaluation of our results of operations in the same manner as our management and board of directors.

Previous wording

Diluted non-GAAP earnings (loss) per share of Class A common stock adjusts the basic non-GAAP earnings (loss) per share for the potential dilutive impact of shares of Class A common stock such as equity awards using the treasury-stock method and Class B common stock using the if-converted method. Diluted non-GAAP earnings (loss) per share of Class A common stock considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. Shares of our Class B common stock, RSUs and nonqualified stock options are considered potentially dilutive shares of Class A common stock. For thethree and nine months ended September 30, 2024, Class B common stock has been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under the if-converted method. For thethree and nine months ended September 30, 2023, Class B common stock and nonqualified stock options have been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under both the if-converted and treasury stock method.

Current wording

Diluted non-GAAP earnings (loss) per share of Class A common stock adjusts the basic non-GAAP earnings (loss) per share for the potential dilutive impact of shares of Class A common stock such as equity awards using the treasury-stock method and Class B common stock using the if-converted method. Diluted non-GAAP earnings (loss) per share of Class A common stock considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. Shares of our Class B common stock, RSUs and nonqualified stock options are considered potentially dilutive shares of Class A common stock. For thethree months ended March 31, 2025, Class B common stock has been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under the if-converted method. For thethree months ended March 31, 2024, Class B common stock has been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under the if-converted method.

Previous wording

(5)The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation, restructuring and other charges, transaction expense and non-operational media purchases attributed to the noncontrolling interests outstanding during the period.

Current wording

(5)The adjustment to net income (loss) attributable to noncontrolling interests represents stock-based compensation, restructuring and other charges and transaction expense attributed to the noncontrolling interests outstanding during the period.

Previous wording

As of September 30, 2024, we had cash and cash equivalents of $214.6 million and working capital, consisting of current assets less current liabilities, of $230.2 million, compared to cash and cash equivalents of $216.5 million and working capital of $231.6 million as of December 31, 2023.

Current wording

As of March 31, 2025, we had cash and cash equivalents of $173.9 million and working capital, consisting of current assets less current liabilities, of $199.0 million, compared to cash and cash equivalents of $205.0 million and working capital of $217.0 million as of December 31, 2024.

Previous wording

Our primary uses of cash are capital expenditures to develop our technology in support of enhancing our platform; purchases of property and equipment in support of our expanding headcount as a result of our growth; the payment of debt obligations used to finance our operations, capital expenditures, platform development and rapid growth; and future minimum payments under our non-cancelable operating leases. We intend to continue investing in critical areas of our business for the remainder of 2024 to further accelerate demand for our product and growth across the platform. Additionally, we may use cash to fund repurchases under the stock repurchase program approved by our board of directors in April 2024.

Current wording

Our primary uses of cash are capital expenditures to develop our technology in support of enhancing our platform; purchases of property and equipment in support of our expanding headcount as a result of our growth; the payment of debt obligations used to finance our operations, capital expenditures, platform development and rapid growth; future minimum payments under our non-cancelable operating leases; repurchases under the stock repurchase program; and acquisitions. We intend to continue investing in critical areas of our business for the remainder of 2025 to further accelerate demand for our product and growth across the platform.

Previous wording

We assess our liquidity in terms of our ability to generate cash sufficient to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs. We believe our existing cash and cash equivalents, cash flow from revenues derived from the programmatic purchase of advertising on our platform and the undrawn availability under our revolving credit facility will be sufficient to meet our cash requirements over the next 12 months. We believe we will meet longer-term expected future cash requirements and obligations beyond the next 12 months through a combination of existing cash and cash equivalents, cash flow from operations, the undrawn availability under our revolving credit facility and issuances of equity securities or debt offerings. Our ability to fund longer-term operating needs will depend on our ability to generate positive cash flows through programmatic advertising purchases on our platform, our ability to access the capital markets and other factors, including those discussed under the section titled “Risk Factors” in this Quarterly Report.

Current wording

We assess our liquidity in terms of our ability to generate cash sufficient to fund our short- and long-term cash requirements. As such, we project our anticipated cash requirements as well as cash flows generated from operating activities to meet those needs. We believe our existing cash and cash equivalents, cash flow from revenues derived from the programmatic purchase of advertising on our platform and the undrawn availability under our revolving credit facility will be sufficient to meet our cash requirements over the next 12 months from the date of this report. We believe we will meet longer-term expected future cash requirements and obligations beyond the next 12 months through a combination of existing cash and cash equivalents, cash flow from operations, the undrawn availability under our revolving credit facility and issuances of equity securities or debt offerings. Our ability to fund longer-term operating needs will depend on our ability to generate positive cash flows through programmatic advertising purchases on our platform, our ability to access the capital markets and other factors, including those discussed under the section titled “Risk Factors” in this Quarterly Report.

Previous wording

As of September 30, 2024, our material cash requirements from non-cancelable contractual obligations with an original duration of over one year included future minimum payments under our non-cancelable operating leases, which we estimate will be approximately $1.3 million for the remainder of 2024, $5.6 million in 2025, $5.4 million in 2026, $5.4 million in 2027, and $4.1 million in 2028, and non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, which we estimate will be approximately $3.4 million for the remainder of 2024, $12.4 million in 2025, $7.5 million in 2026, and $2.0 million in 2027.

Current wording

As of March 31, 2025, our material cash requirements from non-cancelable contractual obligations with an original duration of over one year included future minimum payments under our non-cancelable operating leases, which we estimate will be approximately $4.4 million for the remainder of 2025, $5.5 million in 2026, $5.4 million in 2027, $4.1 million in 2028, and $3.6 million in 2029, and non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, which we estimate will be approximately $11.6 million for the remainder of 2025, $15.1 million in 2026, $10.5 million in 2027, and $2.1 million in 2028.

Previous wording

On February 9, 2021, in connection with our initial public offering ("IPO"), we entered into a Tax Receivable Agreement (the "TRA") with Viant Technology LLC, continuing members of Viant Technology LLC (our “pre-IPO owners”) and the TRA Representative (as defined in the TRA), as described under Note 10—Income Taxes and Tax Receivable Agreement to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. From time to time, our subsidiary, Viant Technology LLC, makes cash distributions on a pro rata basis to its members to the extent necessary to cover the members’ tax liabilities with respect to their share of earnings of Viant Technology LLC. These payments are reflected within “Payment of member tax distributions” on the condensed consolidated statements of cash flows. As of September 30, 2024, we concluded that it was more likely than not that our deferred tax assets subject to the TRA would not be realized. Therefore, the Company has not recorded a liability related to the remaining tax savings it may realize from utilization of such deferred tax assets. As of September 30, 2024, the total unrecorded liability for our TRA is approximately $10.8 million.

Current wording

In connection with the initial public offering ("IPO"), we entered into a TRA with Viant Technology LLC, continuing members of Viant Technology LLC and the TRA Representative (as defined in the TRA) on February 9, 2021, as described under Note 10—Income Taxes and Tax Receivable Agreement to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. As of March 31, 2025, we concluded that it was not more likely than not that our deferred tax assets subject to the TRA will be realized. Therefore, we have not recorded a liability related to the remaining tax savings we may realize from utilization of such deferred tax assets except for $0.3 million related to the current portion of the TRA. The total unrecorded liability for the TRA is approximately $10.7 million as of March 31, 2025. If utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, we will record a liability related to the TRA.

Previous wording

On April 23, 2024, our board of directors approved a stock repurchase program with authorization to purchase up to $50 million in shares of our Class A common stock or Class B units of Viant Technology LLC. During thethree and nine months ended September 30, 2024, we repurchased 0.6 and 1.1 million shares of our Class A common stock, respectively, which includes unsettled repurchases as of September 30, 2024, for an aggregate amount of $6.1 million and $11.6 million, respectively, including costs associated with the repurchases. As of September 30, 2024, $38.5 million remained available under the stock repurchase program for Class A common stock and Class B unit repurchases. For additional information related to share repurchases, refer to Note 9—Stockholders' Equity to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Current wording

On April 23, 2024, our board of directors approved a stock repurchase program with authorization to purchase up to $50 million in shares of our Class A common stock or Class B units of Viant Technology LLC. During thethree months ended March 31, 2025, we repurchased 1.2 million shares of our Class A common stock, which includes unsettled repurchases as of March 31, 2025, for an aggregate amount of $17.4 million, including costs associated with the repurchases. As of March 31, 2025, $11.1 million remained available under the stock repurchase program for Class A common stock and Class B unit repurchases. On May 5, 2025, our board of directors authorized an increase to the existing stock repurchase program, approving the repurchase of up to an additional $50.0 million of the Company’s Class A common stock or Class B units of Viant Technology LLC. For additional information related to share repurchases, refer to Note 9—Stockholders' Equity to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Previous wording

The Amended Loan Agreement contains customary conditions to borrowings, events of default and covenants, and also contains a financial covenant requiring us to maintain a minimum fixed charge coverage ratio of 1.40 to 1 when undrawn availability under the Amended Loan Agreement is less than 25%. As of September 30, 2024, we were in compliance with this covenant, and we do not believe this covenant or any other provision in the Amended Loan Agreement will materially impact our liquidity or otherwise restrict our ability to execute on our business plan during or beyond the next 12 months.

Current wording

The Amended Loan Agreement contains customary conditions to borrowings, events of default and covenants, and also contains a financial covenant requiring us to maintain a minimum fixed charge coverage ratio of 1.40 to 1 when undrawn availability under the Amended Loan Agreement is less than 25%. As of March 31, 2025, the Company was in compliance with all applicable covenants under the Amended Loan Agreement. We do not believe this covenant or any other provision in the Amended Loan Agreement will materially impact our liquidity or otherwise restrict our ability to execute on our business plan during or beyond the next 12 months from the date of this report.

Previous wording

Cash Flows Provided by Operating Activities

Current wording

Cash Flows Provided by (Used in) Operating Activities

Previous wording

•an increase of $1.0 million from changes in working capital (excluding deferred revenue, other liabilities and operating lease liabilities), including a net decrease of $22.8 million in accounts receivable, prepaid assets and other assets primarily related to higher sales and timing of customer collections due to seasonal fluctuations as well as an increase of $23.8 million in accounts payable, accrued liabilities and accrued compensation primarily related to timing of payments;

Current wording

Cash flows used in operating activities was $4.5 million for the three months ended March 31, 2025, resulting primarily from net loss of$3.3 million; noncash add back adjustments to net loss of $11.5 million, including $5.6 million for stock-based compensation, $4.3 million for depreciation and amortization and$1.1 million for noncash lease expense; and a decrease of $12.6 million from changes in working capital, primarily including a net decrease of $15.2 million in accounts receivable, prepaid assets and other assets related to higher sales and timing of customer collections due to seasonal fluctuations, as well as a net increase of $24.7 million in accounts payable, accrued liabilities and accrued compensation related to timing of payments.

Previous wording

During the nine months ended September 30, 2023, cash provided by operating activities of $14.5 million resulted primarily from a net loss of $13.3 million; an increase of $38.6 primarily due to non-cash add back adjustments to net loss of $24.7 million for stock-based compensation, $10.7 million for depreciation and amortization and $2.9 million of noncash lease expense; a decrease in net working capital (excluding deferred revenue, operating lease liabilities and other liabilities) of $9.6 million; an increase in deferred revenue of $1.2 million; a decrease in operating lease liabilities of $2.7 million; and an increase in other liabilities of $0.3 million.

Current wording

During the three months ended March 31, 2024, cash flows provided by operating activities of $3.8 million resulted primarily from net loss of $3.2 million offset by noncash add back adjustments to net loss of $9.5 million primarily comprised of $4.4 million for stock-based compensation, $4.1 million for depreciation and amortization and $1.0 million for noncash lease expense as well as a decrease in working capital (excluding deferred revenue, operating lease liabilities and other liabilities) of $0.6 million.

Previous wording

•$11.1 million of investments in capitalized software to develop our technology in support of enhancing our platform; and

Current wording

Cash flows used in investing activities was $4.0 million for the three months ended March 31, 2025, resulting primarily from $3.6 million of investments in capitalized software to develop our technology in support of enhancing our platform, $0.3 million of cash paid for acquisitions and$0.1 million of purchases of property and equipment.

Previous wording

During thenine months ended September 30, 2023, cash used in investing activities of$9.7 million resulted from$8.9 million of investments in capitalized software development costs and$0.7 million of purchases of property and equipment.

Current wording

During thethree months ended March 31, 2024, cash flows used in investing activities of$4.1 million resulted from$3.5 million of investments in capitalized software development costs and$0.5 million of purchases of property and equipment.