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Viant Technology Inc.

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 10, 2025

DSP$12.33-12.2%Stored close · as of Nov 10, 2026

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Notes to the Condensed Consolidated Financial Statements

Page
Note 1Nature of Operations9
Note 2Basis of Presentation and Summary of Significant Accounting Policies9
Note 3Revenue13
Note 4Property, Equipment, and Software, Net13
Note 5Leases13
Note 6Intangible Assets, Net15
Note 7Accrued Liabilities16
Note 8Revolving Credit Facility16
Note 9Stockholders' Equity16
Note 10Income Taxes and Tax Receivable Agreement19
Note 11Earnings (Loss) Per Share19
Note 12Noncontrolling Interests20
Note 13Commitments and Contingencies21
  1. Nature of Operations

Viant Technology Inc. (the “Company,” “we,” “us,” “our” or “Viant”) was incorporated in the State of Delaware on October 9, 2020. The Company operates a cloud-based demand side platform (“DSP”) that is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their advertising across most channels, including connected TV ("CTV"), streaming audio, digital out-of-home, mobile and desktop.

Our headquarters are located in Irvine, California with other leased office spaces across the United States.

  1. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and include the operations of the Company, Viant Technology LLC and its wholly owned subsidiaries. Viant Technology LLC is considered a variable interest entity. The Company is the primary beneficiary and sole managing member of Viant Technology LLC and has decision-making authority that significantly affects the economic performance of the entity. As a result, the Company consolidates Viant Technology LLC. All intercompany balances and transactions have been eliminated in consolidation.

Management believes that the accompanying condensed consolidated financial statements reflect the adjustments necessary for the fair statement of its condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. Certain information and disclosures normally included in the Company's consolidated financial statements prepared in accordance with GAAP have been omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2024.

The condensed consolidated statements of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any other future annual or interim period.

There have been no material changes to the significant accounting policies as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates its estimates, primarily those related to revenue recognition, stock-based compensation, income taxes, allowances for doubtful accounts, the useful lives of capitalized software development costs and other property, equipment, and software and assumptions used in the impairment analyses of long-lived assets, investments and goodwill. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The impact of widespread macroeconomic and geopolitical uncertainties, including the impact of bank failures, tariffs and international trade conflict, high interest rates, inflationary pressures, labor shortages, shortages of goods and services, supply chain constraints, pandemics, political cycles, changes in laws and interpretations of laws, international conflicts and acts of terrorism on our business continues to evolve. Many of our estimates and assumptions consider these macroeconomic and geopolitical factors in the market, which require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available on the potential impact on our business of global economic and business events, our estimates may change materially in future periods as a result.

Comprehensive Income

For the periods presented, net income is equal to comprehensive income.

Segment Information

The Company has a single reportable operating segment which owns and operates an enterprise technology platform that enables the Company, marketers and their advertising agencies to centralize the planning, buying and measurement of their video, audio and display ads across all channels, including CTV, streaming audio, digital out-of-home, mobile and desktop in the United States. The Company derives its revenues from the services it provides through utilization of its platform. In reaching this conclusion of a single reportable operating segment, management considers the definition of the chief operating decision maker (“CODM”), how the business is defined by the CODM, the nature of the information provided to the CODM and how that information is used to make operating decisions, allocate resources and assess performance.

The Company’s CODM is comprised of the chief executive officer and chief operating officer. The CODM uses multiple measures within the consolidated statements of operations, balance sheets, and cash flows and thus utilizes the entirety of those consolidated statements to make key resource decisions and assess performance at the consolidated level. The CODM does not review segment assets at a different asset level and category. The consolidated net income (loss) is the measure of segment net income (loss) that is most consistent with U.S. GAAP. In addition to the consolidated operating expenses as noted on the consolidated statements of operations, the CODM is regularly provided with traffic acquisition costs which are included within platform operations as presented below:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Traffic acquisition costs$32,592$32,570$89,985$76,150
Other platform operations13,15112,02837,80833,450
Total platform operations$45,743$44,598$127,793$109,600

Cash and Cash Equivalents

For purposes of balance sheet presentation and reporting of cash flows, the Company considers all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised of cash in bank accounts and money market funds for which the carrying value approximates fair value due to their short-term nature. Cash equivalents are valued based on Level 1 inputs which consist of quoted prices in active markets. As of September 30, 2025, cash equivalents included money market funds of $149.8 million.

Accounts Receivable, Net of Allowances

The following table presents changes in the allowance for doubtful accounts for the nine months ended September 30, 2025:

(in thousands)
Balance as of December 31, 2024$2,065
Provision for doubtful accounts10
Write-offs, net of recoveries(1,190)
Balance as of September 30, 2025$885

Concentration of Risk

Financial instruments that potentially subject the Company to concentration of risk consist principally of cash and cash equivalents and accounts receivable. The Company maintains its cash with financial institutions and its cash levels exceed the Federal Deposit Insurance Corporation’s federally insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all. Accounts receivable include amounts due from customers with principal operations primarily in the United States.

The following table provides the Company's concentrations of credit risk with respect to advertising agency holding companies and individual customers as a percentage of the Company's total revenues for the periods presented:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Advertising Agency Holding Company
A<10.0%<10.0%<10.0%10.8%
Individual Customer
B<10.0%12.5%<10.0%<10.0%

As of September 30, 2025, one advertising agency holding company accounted for 11.0% of consolidated accounts receivable. As of December 31, 2024, one advertising agency holding company accounted for 13.9% of consolidated accounts receivable.

As of September 30, 2025, one individual supplier accounted for 14.1% of consolidated accounts payable and accrued liabilities. As of December 31, 2024, three individual suppliers accounted for 14.0%,12.6% and 12.6%, respectively, of consolidated accounts payable and accrued liabilities.

Non-Marketable Equity Securities

We hold investments in non-marketable equity securities that represent investments in privately held companies without readily determinable fair values. The Company measures investments without readily determinable fair values at cost, less impairment, adjusted for observable price changes. These investments are included within other assets on our condensed consolidated balance sheets.

As of September 30, 2025, the Company had non-marketable equity investments without readily determinable fair value of $3.5 million. The Company did not record any adjustments to the carrying value resulting from observable price changes and did not record any related impairment for the nine months ended September 30, 2025. Additionally, we did not recognize any gains or losses in the value of these investments for the nine months ended September 30, 2025.

JOBS Act Election as an Emerging Growth Company

On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company,” the Company may, under Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. An “emerging growth company” is one with less than $1.235 billion in annual gross revenues, has issued $1 billion or less of non-convertible debt over a three-year period and is not deemed to be a large accelerated filer under the rules of the Securities and Exchange Commission (“SEC”). The Company will remain an emerging growth company until December 31, 2026, or sooner if it no longer qualifies. The Company has elected to take advantage of the benefits of this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the first to occur of the date that it (i) is no longer an “emerging growth company” or (ii) affirmatively and irrevocably opts out of this extended transition period provided by Securities Act Section 7(a)(2)(B).

Recently Issued Accounting Pronouncements

Disclosure Improvements

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. ASU 2023-06 includes a number of amendments to clarify or improve disclosure and presentation requirements of a variety of topics in order to allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements and to align the requirements in the FASB accounting standard codification with the SEC's regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. This ASU is not expected to have a material impact on the Company's condensed consolidated financial statements.

Income Taxes

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is designed to enhance the transparency and decision usefulness of annual income tax disclosures. The amendments of this update are related to the rate reconciliation and income taxes paid, requiring consistent categories and greater disaggregation of information in the rate reconciliation as well as income taxes paid disaggregated by jurisdiction. The effective date for this ASU is for annual periods beginning after December 15, 2024 on a prospective basis, with a retrospective option, and early adoption permitted. The Company is currently evaluating the impact that adoption of this ASU will have on our financial disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosure (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires disclosure of additional information about specific expense categories in the notes to financial statements on an annual and interim basis. The effective date for this ASU is for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of these amendments.

Internal-Use Software

In September 2025, the FASB issued ASU No. 2025-06, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The amendments in this update clarify and modernize the accounting for costs related to internal-use software, affecting when an entity is required to start capitalizing software costs. The effective date for this ASU is for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of these amendments.

Recently Adopted Accounting Pronouncements

Financial Instruments—Credit Losses

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). ASU 2016-13 revises the impairment model to utilize an expected loss methodology in place of the incurred loss methodology, which results in more timely recognition of losses on financial instruments. We adopted this standard at the beginning of the fiscal year ended December 31, 2023. As a result, we revised the impairment model to utilize an expected loss methodology in place of an incurred loss methodology related to our allowance for credit losses. We evaluate our allowance for credit losses based on historical bad debt experience, our assessment of the financial condition of companies with which we do business, current macroeconomic conditions and reasonable and supportable forecasts of future macroeconomic conditions. The adoption did not have a material impact on the Company's condensed consolidated financial statements.

  1. Revenue

The disaggregation of revenue was as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Over-time revenue$1,981$1,438$5,198$3,865
Point-in-time revenue83,60178,484228,879195,316
Total revenue$85,582$79,922$234,077$199,181

Revenue for unsatisfied performance obligations expected to be recognized in the future for contracts with an original expected duration of greater than one year was$0.7 million as of September 30, 2025 and$0.8 million as of December 31, 2024. These amounts do not include contracts with an original expected duration of less than one year, which is the majority of the Company’s contracts. Remaining deferred revenue that is anticipated to be recognized during the succeeding 12 month period is recorded in the current portion ofdeferred revenue within the condensed consolidated balance sheets.

  1. Property, Equipment, and Software, Net

Major classes of property, equipment, and software were as follows:

As of September 30,As ofDecember 31,
20252024
Capitalized software development costs$117,831$101,877
Computer equipment2,5181,778
Purchased software1212
Furniture, fixtures and office equipment1,1231,090
Leasehold improvements3,8114,621
Total property, equipment, and software125,295109,378
Less: Accumulated depreciation(90,127)(77,896)
Total property, equipment, and software, net$35,168$31,482

Depreciation recorded in the condensed consolidated statements of operations was as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Platform operations$3,627$3,383$10,623$10,440
Sales and marketing81—234—
Technology and development8734322,1801,303
General and administrative47203132520
Total$4,628$4,018$13,169$12,263
  1. Leases

Lessee Arrangements

The Company has operating leases for its office space, which have remaining lease terms of up tosix years. The Company does not have finance leases.

Some of these leases include renewal options to extend the leases for up tofive years and/or termination options to terminate the leases within one year. If it is reasonably certain that a renewal or termination option will be exercised, the exercise of the option is considered in calculating the term of the lease.

As of September 30, 2025, the Company's operating leases had a weighted-average remaining lease term of approximately five years and a weighted-average incremental borrowing rate of 4.1%. As of December 31, 2024, the Company's operating leases had a weighted-average remaining lease term of approximatelysix years and a weighted-average incremental borrowing rate of 4.1%.

Cash paid for amounts included in operating lease liabilities was $1.6 million and $4.0 million for the three and nine months ended September 30, 2025, respectively, and $1.4 million and $3.8 million for the three and nine months ended September 30, 2024, respectively.

The components of lease cost were as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Operating lease cost$1,373$1,030$3,899$3,486
Short-term lease cost230325491373
Variable lease cost————
Total lease cost$1,603$1,355$4,390$3,859

As of September 30, 2025, the Company had a remaining contractual obligation of $1.2 million related to a short-term lease to be paid over the following 1.4 years. The effective term of this lease is based on the cumulative days available for use throughout the contractual term, which is less thanone year. The cost for this lease is included in the disclosure of short-term lease cost. This lease and other of our short-term leases are not recorded on the Company's condensed consolidated balance sheet due to our accounting policy election for short-term leases.

Future minimum lease payments were as follows:

As of September 30,
Year2025
Remainder of 2025$1,315
20265,662
20275,449
20284,117
20293,563
Thereafter4,619
Total undiscounted future lease payments24,725
Less: Imputed interest(2,097)
Present value of operating lease liabilities22,628
Less: Operating lease liabilities, current(4,896)
Operating lease liabilities, noncurrent$17,732
  1. Intangible Assets, Net

The balances of intangible assets and accumulated amortization were as follows:

As of September 30, 2025
Remaining Weighted-Average UsefulLife (years)Gross AmountAccumulatedAmortizationNet Carrying Amount
Developed technology5.0$7,986$(5,368)$2,618
Customer relationships0.02,300(2,300)—
Trademarks/tradenames3.81,920(1,461)459
Total$12,206$(9,129)$3,077
As of December 31, 2024
Remaining Weighted- Average UsefulLife (years)Gross AmountAccumulatedAmortizationNet Carrying Amount
Developed technology5.8$7,437$(4,987)$2,450
Customer relationships0.02,300(2,300)—
Trademarks/tradenames4.31,920(1,322)598
Total$11,657$(8,609)$3,048

Amortization of intangible assets recorded in the condensed consolidated statements of operations was as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Platform operations$133$—$383$—
Sales and marketing————
Technology and development————
General and administrative462013888
Total$179$20$521$88

Estimated future amortization of intangible assets was as follows:

As of September 30,
Year2025
Remainder of 2025$178
2026647
2027634
2028634
2029616
Thereafter368
Total$3,077
  1. Accrued Liabilities

The Company’s accrued liabilities consisted of the following:

As of September 30,As of December 31,
20252024
Accrued traffic acquisition costs$30,745$39,985
Other accrued liabilities7,7647,367
Total accrued liabilities$38,509$47,352

As of September 30, 2025 and December 31, 2024, the Company had a balance of $0.3 million and $0.3 million, respectively, payable to related parties for expenses such related parties incurred on the Company's behalf, which was recorded within accrued liabilities on the condensed consolidated balance sheets. The related expense incurred by the Company was $0.6 million and $1.7 million for the three and nine months ended September 30, 2025, respectively, and $0.2 million and $0.7 million for the three and nine months ended September 30, 2024, respectively.

  1. Revolving Credit Facility

On October 31, 2019, the Company entered into an asset-based revolving credit and security agreement (the "Loan Agreement") with PNC Bank, National Association (“PNC Bank”) that originally provided a senior secured revolving credit facility with borrowing capacity of up to $40.0 million and a maturity date of October 31, 2024. On April 4, 2023, the Company entered into an amendment to the Loan Agreement (as so amended, the "Amended Loan Agreement") that increased the borrowing capacity under the revolving credit facility to $75.0 million, extended the maturity date to April 4, 2028, and changed the rates at which advances will bear interest. The Amended Loan Agreement is collateralized by security interests in substantially all of the Company's assets.

Advances under the Amended Loan Agreement bear interest through maturity at a variable rate based upon the selection of either a Domestic Rate Loan or a Term SOFR Rate Loan (each, as defined in the Amended Loan Agreement). For Domestic Rate Loans, borrowings bear interest at the Alternate Base Rate plus an applicable margin. The Alternate Base Rate is defined as a fluctuating interest rate equal to the greater of (1) the base commercial lending rate of PNC Bank, (2) the overnight federal funds rate plus 0.50% and (3) the Daily Simple SOFR plus 1.00%. For Term SOFR Rate Loans, borrowings bear interest at the Term SOFR Rate (as defined in the Amended Loan Agreement) plus the SOFR Adjustment of 0.10% plus an applicable margin. The applicable margin is between 1.00% to 1.25% for Domestic Rate Loans and between 2.00% and 2.25% for Term SOFR Rate Loans based on the average undrawn availability under the revolving credit facility. The applicable margin as of September 30, 2025 was equal to 1.00% for Domestic Rate Loans and 2.00% for Term SOFR Rate Loans. The facility fee for undrawn amounts under the Amended Loan Agreement is 0.375% per annum; additionally, the Company pays customary letter of credit fees as applicable.

The Amended Loan Agreement contains customary conditions to borrowings, events of default and covenants, including covenants that restrict the Company's ability to sell assets, make changes to the nature of the business, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distributions or redeem or repurchase capital stock or make other investments, and engage in transactions with affiliates. The Amended Loan Agreement also requires that the Company maintain compliance with a minimum Fixed Charge Coverage Ratio (as defined in the Amended Loan Agreement) of 1.40 to 1.00 at any time undrawn availability is less than 25%. As of September 30, 2025, the Company was in compliance with all applicable covenants under the Amended Loan Agreement.

The Company didnot have an outstanding balance under the revolving credit facility as of September 30, 2025 and December 31, 2024.

  1. Stockholders' Equity

Stock-based Compensation

The Company is authorized to grant restricted stock units ("RSUs"), incentive stock options, nonqualified stock options ("NQSOs"), stock appreciation rights, restricted stock awards, and performance stock awards under its 2021 Long Term Incentive Plan (the “LTIP”). RSUs granted to employees generally vest over a period oftwo-to-four years, contingent upon continued employment through the vesting date. RSUs awarded to members of our board of directors (the "board") upon their initial appointment vest over athree-year period on each of the first, second, and third anniversaries of the date of appointment. Board members are also awarded annual grants of RSUs on the date of each annual meeting of Viant's stockholders (the "annual meeting") that vest in full on the earlier of (i) the date of the following year’s annual meeting or (ii) the first anniversary of the date of grant. If board members are appointed on a date other than the date of an annual meeting, such board members will receive a prorated annual grant of RSUs vesting in full on the date of the next annual meeting. As of September 30, 2025, NQSOs generally vest over a period oftwo-to-four years and have a contractual term often years.

As of September 30, 2025, the Company had only granted RSUs and NQSOs under the LTIP. Under the LTIP,6.6 million shares of Class A common stock remained available for grant as of September 30, 2025.

Stock-based compensation recorded in the condensed consolidated statements of operations was as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Platform operations$1,025$553$2,915$1,513
Sales and marketing1,7701,1805,0893,074
Technology and development1,0916932,8861,844
General and administrative2,5422,9037,5208,875
Total$6,428$5,329$18,410$15,306

RSUs

The following summarizes RSU activity:

Number of Shares(in thousands)Weighted-AverageGrant Date Fair Value
RSUs outstanding as of December 31, 20244,459$9.08
Granted2,60012.35
Vested(2,166)7.75
Canceled/forfeited(285)9.46
RSUs outstanding as of September 30, 20254,608$11.53

As of September 30, 2025, the Company had unrecognized stock-based compensation relating to RSUs of approximately $46.5 million, which is expected to be recognized over a weighted-average period of 1.9 years.

NQSOs

The following summarizes NQSO activity:

Number of Options(in thousands) · Weighted-AverageExercise Price · Weighted-AverageRemaining Contractual Term(years) · Aggregate Intrinsic Value(in thousands)(1)
NQSOs outstanding as of December 31, 20245,128$5.947.6$66,959
Granted——
Exercised(387)5.38
Canceled(39)4.90
Expired(3)4.11
NQSOs outstanding as of September 30, 20254,699$5.996.9$13,202
Vested and exercisable3,965$5.776.8$11,807

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of September 30, 2025 and December 31, 2024.

As of September 30, 2025, the Company had unrecognized stock-based compensation relating to unvested NQSOs of approximately $3.1 million, which is expected to be recognized over a weighted-average period of 0.9 years.

The assumptions used in the Black-Scholes model to determine the fair value of NQSOs were as follows:

Three and Nine Months Ended September 30,
20252024
Risk-free interest rate—4.1%
Expected volatility—74.4%
Expected term (in years)—5.8
Expected dividend yield—0.0%

Risk-Free Interest Rate. The Company bases the risk-free interest rate assumption for equity awards on the rates for U.S. Treasury securities with maturities similar to those of the expected term of the award being valued.

Expected Volatility. Due to the limited trading history of the Company’s Class A common stock, the expected volatility assumption is based on both the volatility of a peer group of similar companies whose share prices are publicly available as well as the historical volatility of the Company's daily stock prices. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of the Company’s own stock price becomes available.

Expected Term. Given the insufficient historical data relating to NQSO exercises, the expected term assumption is based on the simplified method, which uses the midpoint of the weighted-average vesting period and the contractual term. The Company will continue to apply this process until a sufficient amount of historical information regarding the Company’s NQSO exercises becomes available.

Expected Dividend Yield. The Company’s expected dividend yield assumption iszero as it has never paid dividends and has no present intention to do so in the future.

Stock Repurchase Program

On April 23, 2024, the Company's board approved a stock repurchase program with authorization to purchase up to $50 million in shares of the Company's Class A common stock or Class B units of Viant Technology LLC. On May 5, 2025, the Company's board 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. As of September 30, 2025, $40.4 million remained available under the stock repurchase program.

The Company may make repurchases under the program, from time to time, through open market purchases, block trades, in privately negotiated transactions, accelerated stock repurchase transactions, or by other means. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization. The volume, timing, and manner of any repurchases will be determined at the Company's discretion, subject to general market conditions, as well as the Company's management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The stock repurchase program does not obligate the Company to repurchase any specific number of shares of Class A common stock or Class B units, has no time limit, and may be modified, suspended, or discontinued at any time without notice, at the discretion of the board of directors. The Company expects to fund repurchases from existing cash and cash equivalents, short-term investments and/or future cash flows.

Shares of Class A common stock and Class B units repurchased by the Company under the stock repurchase program were as follows (in thousands):

Three Months EndedSeptember 30, 2025Nine Months EndedSeptember 30, 2025
SharesAmount(1)SharesAmount(1)
Class A common stock repurchases1,025$9,9743,031$37,945
Class B unit repurchases————
Total repurchases1,025$9,9743,031$37,945

(1)Amount includes costs associated with the repurchase such as commissions.

Issuance of Shares

Upon vesting of shares under the LTIP, the Company will issue treasury stock. If treasury stock is not available, newly issued stock will be issued.

  1. Income Taxes and Tax Receivable Agreement

The provision for income taxes differs from the amount computed by applying the applicable U.S. statutory federal income tax rate of 21% and blended state tax rate to income before provision of income taxes due to various book-tax differences, including state taxes, noncontrolling interest, tax credits and valuation allowance. For the three and nine months ended September 30, 2025, the Company recognized an income tax expense of $0.5 million and $0.1 million, respectively, attributable to the year-to-date income, resulting in an effective tax rate of 9.5% and 2.6%, respectively. For the three and nine months ended September 30, 2024, the Company recognized an income tax benefit that was de minimis and effective tax rates of (0.2)% and (0.3)%, respectively.

As of September 30, 2025, management determined based on applicable accounting standards and the weight of all available evidence, that it was not more likely than not (“MLTN”) that the Company will generate sufficient taxable income to realize its deferred tax assets including the difference in tax basis in excess of the financial reporting value for its investment in Viant Technology LLC. Consequently, the Company has established a full valuation allowance against its deferred tax assets as of September 30, 2025. We intend to continue maintaining a full valuation allowance against our deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of the valuation allowance. Given our current earnings and anticipated future earnings, we believe that there is a reasonable possibility that within the next twelve months, sufficient positive evidence may become available to allow us to reach a conclusion that all or a portion of the valuation allowance will no longer be required. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to achieve. In the event that management subsequently determines that it is MLTN that the Company will realize its deferred tax assets in the future, the valuation allowance will be released.

In connection with its initial public offering ("IPO"), the Company entered into a Tax Receivable Agreement ("TRA") with Viant Technology LLC, continuing members of Viant Technology LLC and the TRA Representative (as defined in the TRA) on February 9, 2021. Due to the valuation allowance, the Company has not recorded a liability related to the remaining tax savings it may realize from utilization of the 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 MLTN in the future, the Company will release the valuation allowance and record a liability related to the TRA.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law, which enacts significant changes to U.S. tax and related laws. Some of the provisions of the new tax law affecting corporations include, but are not limited to, expensing of domestic specified research or experimental expenditures and 100% bonus depreciation on eligible property acquired after January 19, 2025. For the year ending December 31, 2025, the most impactful component of the OBBBA is expected to be the immediate expense of domestic specified research or experimental expenditures. We will continue to apply OBBBA tax law changes as required or elected in future years.

  1. Earnings (Loss) Per Share

For thethree and nine months ended September 30, 2025 and 2024, basic earnings (loss) per share has been calculated by dividing net income attributable to Class A common stockholders by the weighted-average number of shares of Class A common stock outstanding for the same period. Shares of Class A common stock are weighted for the portion of the period in which the shares were outstanding. Diluted earnings (loss) per share has been calculated in a manner consistent with that of basic earnings (loss) per share while considering all potentially dilutive shares of Class A common stock outstanding during the period.

Thefollowing table presents the calculation of basic and diluted earnings (loss) per share for theperiods presented:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Numerator
Net income$5,153$6,458$3,633$4,732
Less: Net income attributable to noncontrolling interests4,1574,9513,5374,117
Net income attributable to Viant Technology Inc.—basic$996$1,507$96$615
Add back: Reallocation of net income attributable to noncontrolling interest from the assumed exchange of RSUs and NQSOs for Class A common stock1392725—
Income tax benefit (expense) from the assumed exchange of dilutive securities for Class A common stock(38)(64)(1)—
Net income attributable to Viant Technology, Inc.—diluted$1,097$1,715$100$615
Denominator
Weighted-average shares of Class A common stock outstanding—basic16,33116,29016,25516,240
Effect of dilutive securities:
RSUs8101,6961,967—
NQSOs2,0382,0072,514—
Weighted-average shares of Class A common stock outstanding—diluted19,17919,99320,73616,240
Earnings (loss) per share of Class A common stock—basic$0.06$0.09$0.01$0.04
Earnings (loss) per share of Class A common stock—diluted$0.06$0.09$0.00$0.04
Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock—diluted:
RSUs———4,072
NQSOs———5,781
Shares of Class B common stock45,75546,85045,75546,850
Total shares excluded from earnings (loss) per share of Class A common stock—diluted45,75546,85045,75556,703
  1. Noncontrolling Interests

Viant Technology Inc. is the sole managing member of Viant Technology LLC and, as a result, consolidates the financial results of Viant Technology LLC. We report noncontrolling interests representing the economic interests in Viant Technology LLC held by the other members of Viant Technology LLC. The limited liability company agreement of Viant Technology LLC, as amended and restated, classifies the interests acquired by the Company as Class A units and the interests held by the continuing members of Viant Technology LLC as Class B units, and permits the continuing members of Viant Technology LLC to exchange Class B units for shares of Class A common stock on a one-for-one basis or, at the election of Viant Technology Inc., for cash at the current fair value on the date of the exchange. Changes in the Company’s ownership interest in Viant Technology LLC while retaining control of Viant Technology LLC will be accounted for as equity transactions. As such, future redemptions or direct exchanges of Class B units in Viant Technology LLC by the other members and future issuances of Class A common stock under the LTIP will result in a change in ownership, where the Company will rebalance the noncontrolling interest, offset by a change in additional-paid-in-capital.

The following table summarizes the ownership of Viant Technology LLC:

As of September 30, 2025As of December 31, 2024
OwnerUnits OwnedOwnership PercentageUnits OwnedOwnership Percentage
Viant Technology Inc.16,648,44426.7%16,368,45225.9%
Noncontrolling interests45,754,71673.3%46,753,84174.1%
Total62,403,160100.0%63,122,293100.0%

During thethree and nine months ended September 30, 2025, noncontrolling interests exchanged 941,777 and 999,125 Class B units of Viant Technology LLC, respectively, for 941,777 and 999,125 shares of the Company’s Class A common stock, respectively, which also resulted in the cancellation of 941,777 and 999,125 shares of the Company's Class B common stock, respectively, that were previously held by noncontrolling interests with no additional consideration provided.

The following table presents the effect of changes in the Company’s ownership interest in Viant Technology LLC on the Company’s equity for the periods indicated:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Net income attributable to Viant Technology Inc.$996$1,507$96$615
Transfers to noncontrolling interests:
Decrease in the additional-paid-in-capital of Viant Technology Inc. resulting from ownership changes in Viant Technology LLC(2,808)(3,974)(11,318)(7,554)
Change from net income attributable to Viant Technology Inc. and transfers to noncontrolling interests$(1,812)$(2,467)$(11,222)$(6,939)
  1. Commitments and Contingencies

Lease Commitments

As of September 30, 2025, we had non-cancelable operating lease commitments for office space that have been recorded as operating lease liabilities. Refer to Note 5—Leases for additional information regarding lease commitments.

Hosting Commitments

As of September 30, 2025, we had non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage and other computing services. As of September 30, 2025, we estimate these obligations to 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.

Legal Matters

From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows.

Guarantees and Indemnities

The Company has made no significant contractual guarantees for the benefit of third parties. However, in the ordinary course of business, the Company may provide indemnifications of varying scope and terms to customers, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. The Company is not aware of indemnification claims that could have a material effect on the Company’s condensed consolidated financial statements. Accordingly, no amounts for any obligation have been recorded as of September 30, 2025.

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