Viant Technology Inc.

Previous wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of Viant Technology Inc. and its subsidiaries (“Viant,” “we,” “us,” “our” or the “Company”) should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited condensed consolidated financial statements and the related notes thereto and other financial information appearing elsewhere in this Quar terly Report on Form 10-Q (“Quarterly Report”) and our audited consolidated financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (“SEC”) on March 3, 2025. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, the risks and uncertainties discussed under the heading“Special Note Regarding Forward-Looking Statements” and“Risk Factors” and discussed elsewhere in this Quarterly Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Current wording

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of Viant Technology Inc. and its subsidiaries (“Viant,” “we,” “us,” “our” or the “Company”) should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited condensed consolidated financial statements and the related notes thereto and other financial information appearing elsewhere in this Quar terly Report on Form 10-Q (“Quarterly Report”) and our audited consolidated financial statements and notes thereto and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (“SEC”) on March 3, 2025. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, the risks and uncertainties discussed under the headings“Special Note Regarding Forward-Looking Statements” and“Risk Factors” and discussed elsewhere in this Quarterly Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Previous wording

Our ViantAI suite currently includes AI Planning, which enables media planners to design high-impact campaigns in seconds, AI Bidding, which optimizes inventory costs by lowering the effective cost per mille ("eCPM") through automated bid adjustments, and AI Measurement and Analysis, our recently released offering which provides accessible measurement and insights via a user-friendly chat interface. Looking ahead, our ViantAI product roadmap features AI Decisioning, which is intended to empower an AI agent to dynamically optimize campaigns in real-time by leveraging advanced ad strategies such as channel allocation, publisher selection, dayparting, and audience discovery.

Current wording

Our ViantAI suite currently includes AI Planning, which enables media planners to design high-impact campaigns in seconds, AI Bidding, which optimizes inventory costs by lowering the effective cost per mille ("eCPM") through automated bid adjustments, and AI Measurement and Analysis, which provides accessible measurement and insights via a user-friendly chat interface. Looking ahead, our ViantAI product roadmap features AI Decisioning, which is intended to empower an AI agent to dynamically optimize campaigns in real-time by leveraging advanced ad strategies such as channel allocation, publisher selection, dayparting, and audience discovery.

Previous wording

Our financial results for thesix months ended June 30, 2025 and 2024, respectively, include:

Current wording

Our financial results for thenine months ended September 30, 2025 and 2024, respectively, include:

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 six months ended June 30, 2025 compared to the six months ended June 30, 2024, our revenue grew 25%. 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 six months ended June 30, 2025. 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 nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, our revenue grew 18%. 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, 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

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 six months ended June 30, 2025 and 2024:

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 and nine months ended September 30, 2025 and 2024:

Previous wording

Revenue increased by$29.2 million, or 25%, during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024. The increase was primarily due to a 34% increase in revenue from marketers in the business services, consumer goods, retail and healthcare industry verticals, and a net 12% increase in all other industry verticals.

Current wording

Revenue increased by $5.7 million, or 7%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily due to a 49% increase in revenue from marketers in the business services, retail, automotive, and public services industry verticals and a net 15% decrease in all other industry verticals primarily related to the political industry vertical due to the prior year presidential election cycle.

Previous wording

Platform operations expense increased by$17.0 million, or 26%, during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024. This increase was primarily due to a $13.8 million increase in 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 $0.9 million increase in cloud and data center services in support of our DSP, a $0.9 million increase in personnel costs, a $0.9 million increase in stock-based compensation and a $0.5 million increase in data-related costs in support of our DSP.

Current wording

Platform operations expense increased by $1.1 million, or 3%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase was primarily due to higher other platform operations expense which was driven by a $0.5 million increase in stock-based compensation, a $0.4 million increase in personnel costs, a $0.4 million increase in depreciation and amortization expense, a $0.3 million increase in cloud and data center services in support of our DSP, partially offset by a $0.5 million decrease in platform costs primarily related to non-operational media purchases.

Previous wording

Sales and marketing expense increased by $2.4 million, or 18%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This increase was primarily due to a $1.3 million increase in personnel costs, a $0.7 million increase in stock-based compensation, a $0.3 million increase in advertising expense and a $0.1 million increase in depreciation expense.

Current wording

Sales and marketing expense increased by $3.7 million, or 29%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase was primarily due to a $2.1 million increase in advertising expense, a $0.7 million increase in personnel costs, a $0.6 million increase in stock-based compensation, a $0.2 million increase in facilities expense and a $0.1 million increase in depreciation expense.

Previous wording

Technology and development expense increased by $1.9 million, or 32%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This increase was primarily due to a $0.8 million increase in personnel costs, a $0.4 million increase in stock-based compensation, a $0.3 million increase in depreciation expense, a $0.3 million increase in technology costs in support of our DSP and a $0.1 million increase in professional services.

Current wording

Technology and development expense increased by $2.1 million, or 37%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase was primarily due to a $1.0 million increase in personnel costs, a $0.4 million increase in stock-based compensation, a $0.4 million increase in depreciation expense and a $0.3 million increase in technology costs in support of our DSP.

Previous wording

General and administrative expense increased by $0.1 million, or 1%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This increase was primarily due to $0.3 million increase in accounting, legal, and consulting expenses associated with general corporate and compliance matters, a $0.3 million increase in personnel costs, a $0.2 million increase in travel and entertainment expense driven by Company events and employee-related expenses and a $0.1 million increase in recruiting fees, partially offset by a $0.7 million decrease in stock-based compensation and a $0.1 million decrease in depreciation expense.

Current wording

General and administrative expense decreased by $1.5 million, or 12%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was primarily due to a $1.3 million decrease in bad debt expense, a $0.4 million decrease in stock-based compensation, a $0.3 million decrease in personnel costs and a $0.1 million decrease in depreciation and amortization expense partially offset by a $0.3 million increase in accounting, legal, and consulting expenses associated with general corporate and compliance matters and a $0.3 million increase in travel and entertainment expense.

Previous wording

Total other income, netdecreased by$0.9 million, or 37%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This decrease was due to a decrease in interest income on cash and cash equivalents driven by lower interest rates and lower money market fund balances.

Current wording

Total other income, netdecreased by$0.9 million, or 39%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was due to a decrease in interest income on cash and cash equivalents driven by lower interest rates and lower money market fund balances.

Previous wording

The U.S. federal statutory tax rate was 21% for the three months ended June 30, 2025 and 2024. The benefit from income taxes was$0.3 million for the three months ended June 30, 2025, attributable to year-to-date loss and excess tax benefit on vested stock-based compensation, compared to a provision for income taxes of $0.1 million for the three months ended June 30, 2024.

Current wording

The U.S. federal statutory tax rate was 21% for the three months ended September 30, 2025 and 2024. The provision for income taxes was$0.5 million for the three months ended September 30, 2025, attributable to year-to-date income. The benefit from income taxes was de minimis for the three months ended September 30, 2024.

Previous wording

Revenue increased by $12.0 million, or 18%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily due to a 28% increase in revenue from marketers in the business services, consumer goods, retail and healthcare industry verticals and a net 5% increase in all other industry verticals.

Current wording

Revenue increased by$34.9 million, or 18%, during thenine months ended September 30, 2025 compared to thenine months ended September 30, 2024. The increase was primarily due to a 30% increase in revenue from marketers in the business services, retail, automotive and consumer goods industry verticals, and a net 8% increase in all other industry verticals inclusive of a decline in the political industry vertical due to the prior year presidential election cycle.

Previous wording

Platform operations expense increased by $6.8 million, or 19%, during the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This increase was primarily due to a $5.2 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 $0.5 million increase in personnel costs, a $0.4 million increase in cloud and data center services in support of our DSP, a $0.4 million increase in stock-based compensation and a $0.3 million increase in data-related costs in support of our DSP.

Current wording

Platform operations expense increased by$18.2 million, or 17%, during thenine months ended September 30, 2025 compared to thenine months ended September 30, 2024. This increase was primarily due to a $13.8 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 $1.4 million increase in stock-based compensation, a $1.3 million increase in personnel costs, a $1.2 million increase in cloud and data center services in support of our DSP, a $0.6 million increase in data-related costs in support of our DSP, and a $0.6 million increase in depreciation and amortization expense, partially offset by a $0.7 million decrease related to non-operational media purchases.

Previous wording

Sales and marketing expense increased by$3.7 million, or 14%, during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024. This increase was primarily due to a $2.5 million increase in personnel costs, a $1.4 million increase in stock-based compensation, a $0.2 million increase in facilities expense, a $0.2 million increase in depreciation expense and a $0.1 million increase in advertising expense, partially offset by a $0.7 million decrease in travel and entertainment expense.

Current wording

Sales and marketing expense increased by$7.5 million, or 19%, during thenine months ended September 30, 2025 compared to thenine months ended September 30, 2024. This increase was primarily due to a $3.0 million increase in personnel costs, a $2.2 million increase in advertising expense, a $2.0 million increase in stock-based compensation, a $0.4 million increase in facilities expense, a $0.2 million increase in depreciation expense, a $0.2 million increase in professional services expense, and a $0.2 million increase in technology costs, partially offset by a $0.7 million decrease in travel and entertainment expense.

Previous wording

Technology and development expense increased by$3.6 million, or 32%, during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024. This increase was primarily due to a $1.7 million increase in personnel costs, a $0.7 million increase in technology costs in support of our DSP, a $0.6 million increase in stock-based compensation, a $0.4 million increase in depreciation expense and a $0.2 million increase in professional services.

Current wording

Technology and development expense increased by$5.6 million, or 34%, during thenine months ended September 30, 2025 compared to thenine months ended September 30, 2024. This increase was primarily due to a $2.6 million increase in personnel costs, a $1.0 million increase in stock-based compensation, a $1.0 million increase in technology costs in support of our DSP, a $0.9 million increase in depreciation expense and a $0.1 million increase in professional services.

Previous wording

General and administrative expense increased by$3.3 million, or 14%, during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024. This increase was primarily due to a $1.7 million increase in travel and entertainment expense driven by Company events and employee-related expenses, a $1.4 million increase in personnel costs, a $0.7 million increase in accounting, legal, and consulting expenses associated with general corporate and compliance matters, a $0.5 million increase in bad debt expense and a $0.2 million increase in recruiting fees partially offset by a $1.0 million decrease in stock-based compensation and a $0.2 million decrease in depreciation expense.

Current wording

General and administrative expense increased by$1.8 million, or 5%, during thenine months ended September 30, 2025 compared to thenine months ended September 30, 2024. This increase was primarily due to a $2.1 million increase in travel and entertainment expense driven by Company events and employee-related expenses, a $1.2 million increase in personnel costs and a $1.1 million increase in accounting, legal, and consulting expenses associated with general corporate and compliance matters, partially offset by a $1.4 million decrease in stock-based compensation, a $0.9 million decrease in bad debt expense and a $0.3 million decrease in depreciation and amortization expense.

Previous wording

Total other income, netdecreased by$1.9 million, or 39%, during thesix months ended June 30, 2025 compared to thesix months ended June 30, 2024. This decrease was primarily attributable to a $1.5 million decrease in interest income on cash and cash equivalents driven by lower interest rates and lower money market fund balances, as well as Tax Receivable Agreement ("TRA") expense of $0.3 million in the six months ended June 30, 2025.

Current wording

Total other income, netdecreased by$2.8 million, or 39%, during thenine months ended September 30, 2025 compared to thenine months ended September 30, 2024. This decrease was primarily attributable to a $2.5 million decrease in interest income on cash and cash equivalents driven by lower interest rates and lower money market fund balances, as well as a Tax Receivable Agreement ("TRA") expense of $0.3 million in the nine months ended September 30, 2025.

Previous wording

For the six months ended June 30, 2025 and 2024, total interest cost incurred was $0.2 million and $0.2 million, respectively. Interest costs capitalized during the six months ended June 30, 2025 and 2024 were zero.

Current wording

For the nine months ended September 30, 2025 and 2024, total interest cost incurred was $0.3 million and $0.3 million, respectively. Interest costs capitalized during the nine months ended September 30, 2025 and 2024 were zero.

Previous wording

The U.S. federal statutory tax rate was 21% for thesix months ended June 30, 2025 and 2024. The benefit from income taxes was$0.4 million for the six months ended June 30, 2025, attributable to year-to-date loss and excess tax benefit on vested stock-based compensation. We did not recognize an income tax benefit/expense forthe six months ended June 30, 2024.

Current wording

The U.S. federal statutory tax rate was 21% for thenine months ended September 30, 2025 and 2024. The provision for income taxes was$0.1 million for the nine months ended September 30, 2025, attributable to year-to-date income. The benefit from income taxes was de minimis forthe nine months ended September 30, 2024.

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 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.

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, non-operational media purchases 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 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.

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, non-operational media purchasesand 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

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.

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, non-operational media purchases 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

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.

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, non-operational media purchases 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, restricted stock units ("RSUs") and nonqualified stock options ("NQSOs") are considered potentially dilutive shares of Class A common stock. For thethree and six months ended June 30, 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 and six months ended June 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.

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, restricted stock units ("RSUs") and nonqualified stock options ("NQSOs") are considered potentially dilutive shares of Class A common stock. For thethree and nine months ended September 30, 2025 and 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.

Previous wording

(3)The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for thethree months ended June 30, 2025 and 2024 is calculated using assumed blended tax rates of 27% and 26%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.

Current wording

(2)The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for thethree months ended September 30, 2025 and 2024 is calculated using assumed blended tax rates of 27% and 24%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.

Previous 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.

Current wording

(3)The adjustment to net income attributable to noncontrolling interests represents stock-based compensation and non-operational media purchases attributed to the noncontrolling interests outstanding during the period.

Previous wording

(4)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.

Current wording

(6)The adjustment to net income 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.

Previous wording

As of June 30, 2025, we had cash and cash equivalents of $172.8 million and working capital, consisting of current assets less current liabilities, of $192.4 million, compared to cash and cash equivalents of $205.0 million and working capital of $217.0 million as of December 31, 2024.

Current wording

As of September 30, 2025, we had cash and cash equivalents of $161.3 million and working capital, consisting of current assets less current liabilities, of $193.8 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; future minimum payments under our non-cancelable operating leases; repurchases under the stock repurchase program; and acquisitions and investments. 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.

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; financing 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 and investments. 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 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.

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 and other sources of liquidity, which could include 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 June 30, 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 $2.8 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 $7.8 million for the remainder of 2025, $15.2 million in 2026, $10.6 million in 2027, and $2.1 million in 2028.

Current wording

As of September 30, 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 $1.3 million for the remainder of 2025, $5.7 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 $3.9 million for the remainder of 2025, $15.3 million in 2026, $10.7 million in 2027, and $2.2 million in 2028.

Previous 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 June 30, 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 $10.8 million as of June 30, 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.

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 September 30, 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 $13.2 million as of September 30, 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. On May 5, 2025, our board of directors authorized an increase to the stock repurchase program, enabling the Company to repurchase up to an additional $50 million of the Company's Class A common stock or Class B units of Viant Technology LLC. During thethree and six months ended June 30, 2025, we repurchased 0.8 million and 2.0 million shares of our Class A common stock, respectively, for an aggregate amount of $10.6 million and $28.0 million, respectively, including costs associated with the repurchases. As of June 30, 2025, $50.4 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. On May 5, 2025, our board of directors authorized an increase to the stock repurchase program, enabling the Company to repurchase up to an additional $50 million of the Company's Class A common stock or Class B units of Viant Technology LLC. During thethree and nine months ended September 30, 2025, we repurchased 1.0 million and 3.0 million shares of our Class A common stock, respectively, for an aggregate amount of $10.0 million and $37.9 million, respectively, including costs associated with the repurchases. As of September 30, 2025, $40.4 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.

Previous wording

Cash flows provided by operating activities was $16.5 million for the six months ended June 30, 2025, resulting primarily from net loss of$1.5 million; noncash add back adjustments to net loss of $23.4 million, including $12.0 million for stock-based compensation, $8.9 million for depreciation and amortization and$2.1 million for noncash lease expense; and a decrease of $5.4 million from changes in working capital, primarily including a net increase of $14.2 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 decrease of $15.5 million in accounts payable, accrued liabilities and accrued compensation related to timing of payments.

Current wording

Cash flows provided by operating activities was $19.5 million for the nine months ended September 30, 2025, resulting primarily from net income of$3.6 million; noncash add back adjustments to net income of $35.2 million, including $18.4 million for stock-based compensation, $13.7 million for depreciation and amortization and$3.1 million for noncash lease expense; and a decrease of $19.3 million from changes in working capital, primarily including a net increase of $5.3 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 decrease of $19.7 million in accounts payable, accrued liabilities and accrued compensation related to timing of payments.

Previous wording

During the six months ended June 30, 2024, cash flows provided by operating activities of $18.2 million resulted primarily from net loss of $1.7 million offset by noncash add back adjustments to net loss of $20.2 million primarily comprised of $10.0 million for stock-based compensation, $8.3 million for depreciation and amortization and $1.9 million for noncash lease expense as well as an increase from changes in working capital (excluding deferred revenue, operating lease liabilities and other liabilities) of $2.1 million.

Current wording

During the nine months ended September 30, 2024, cash flows provided by operating activities of $35.3 million resulted primarily from net income of $4.7 million, noncash add back adjustments to net income of $31.5 million primarily comprised of $15.3 million for stock-based compensation, $12.4 million for depreciation and amortization and $3.0 million for noncash lease expense as well as an increase from changes in working capital (excluding deferred revenue, operating lease liabilities and other liabilities) of $1.0 million.

Previous wording

Our primary investing activities have consisted of capital expenditures to develop our technology in support of enhancing our platform, cash paid for acquisitions and investments and purchases of property and equipment in support of our growth. We capitalize certain costs associated with creating and enhancing internally developed software related to our technology infrastructure that are recorded within property, equipment, and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to platform development projects. Purchases of property and equipment and capitalized software development costs may vary from period-to-period due to the timing of the expansion of our operations, the addition or reduction of headcount and the timing of our platform development cycles. As a result of capitalization of stock-based compensation in future periods and the growth of our business, we expect our capital expenditures and our investment activity to continue to increase.

Current wording

Our primary investing activities have consisted of capital expenditures to develop our technology in support of enhancing our platform, cash paid for acquisitions and investments and purchases of property and equipment in support of our growth. We capitalize certain costs associated with creating and enhancing internally developed software related to our technology infrastructure that are recorded within property, equipment, and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to platform development projects. Purchases of property and equipment and capitalized software development costs may vary from period-to-period due to the timing of the expansion of our operations, the addition or reduction of headcount and the timing of our platform development cycles. As a result of continued capitalized software development costs and the growth of our business, we expect our capital expenditures and our investment activity to continue to increase.

Previous wording

Cash flows used in investing activities was $12.6 million for the six months ended June 30, 2025, resulting primarily from $7.9 million of investments in capitalized software to develop our technology in support of enhancing our platform, $3.5 million of cash paid for investments, $0.5 million of cash paid for acquisitions and$0.6 million of purchases of property and equipment.

Current wording

Cash flows used in investing activities was $17.4 million for the nine months ended September 30, 2025, resulting primarily from $12.6 million of investments in capitalized software to develop our technology in support of enhancing our platform, $3.5 million of cash paid for investments, $0.5 million of cash paid for acquisitions and$0.8 million of purchases of property and equipment.

Previous wording

During thesix months ended June 30, 2024, cash flows used in investing activities of$8.8 million resulted from$7.3 million of investments in capitalized software development costs and$1.5 million of purchases of property and equipment.

Current wording

During thenine months ended September 30, 2024, cash flows used in investing activities of$13.4 million resulted from$11.1 million of investments in capitalized software development costs and$2.3 million of purchases of property and equipment.

Previous wording

Cash flows used in financing activities was $36.1 million for the six months ended June 30, 2025, resulting primarily from $28.1 million for therepurchase of stock related to the stock repurchase program,$3.2 million for the repurchase of stock in connection with the taxes paid related to the vesting of equity awards and $6.6 million for payments related to member tax distributions, partially offset by $1.8 million of proceeds related to the exercise of stock options.

Current wording

Cash flows used in financing activities was $45.9 million for the nine months ended September 30, 2025, resulting primarily from $38.1 million for therepurchase of stock related to the stock repurchase program, $6.6 million for payments related to member tax distributions and$3.2 million for the repurchase of stock in connection with the taxes paid related to the vesting of equity awards, partially offset by $2.1 million of proceeds related to the exercise of stock options.