Viant Technology Inc.

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 a wide range of advertising channels and formats.

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

2. 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, 2025 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, 2025.

The condensed consolidated statement of operations for the three months ended March 31, 2026 is not necessarily indicative of the results to be expected for the year ending December 31, 2026, 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, 2025.

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, leases, 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 conflicts, 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 Loss

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

Segment Information

The Company has a single reportable operating segment which owns and operates a DSP that enables marketers and their advertising agencies to automate and centralize the planning, buying and measurement of their video, audio and display ads across most channels, including connected TV ("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:

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 March 31, 2026, cash equivalents included money market funds of $156.8 million.

Accounts Receivable, Net of Allowances

The following table presents changes in the allowance for doubtful accounts for the three months ended March 31, 2026:

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.

For the three months ended March 31, 2026, one advertising agency holding company accounted for 13.0% of consolidated revenue. For the three months ended March 31, 2025, no individual customers or advertising agency holding companies accounted for more than 10% of consolidated revenue.

As of March 31, 2026, one advertising agency holding company accounted for 16.2% of consolidated accounts receivable. As of December 31, 2025, two advertising agency holding companies accounted for 14.9% and 12.0% of consolidated accounts receivable.

As of March 31, 2026, one individual supplier accounted for 16.1% of consolidated accounts payable and accrued liabilities. As of December 31, 2025, one individual supplier accounted for 16.8% 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 March 31, 2026, 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 or impairment and accordingly did not recognize any gains or losses for the three months ended March 31, 2026.

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

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.

3. Revenue

The disaggregation of revenue was as follows:

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 March 31, 2026 and$0.7 million as of December 31, 2025. 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.

4. Property, Equipment, and Software, Net

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

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

5. Leases

Lessee Arrangements

The Company has operating leases for its office space, which have remaining lease terms of up toeight 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 March 31, 2026, the Company's operating leases had a weighted-average remaining lease term of approximately five years and a weighted-average incremental borrowing rate of 4.3%. As of December 31, 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%.

Cash paid for amounts included in operating lease liabilities was $1.4 million for the three months ended March 31, 2026, and $1.1 million for the three months ended March 31, 2025.

The components of lease cost were as follows:

As of March 31, 2026, the Company had a remaining contractual obligation of $0.6 million related to a short-term lease to be paid through 2027. 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:

6. Intangible Assets, Net

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

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

Estimated future amortization of intangible assets is as follows:

7. Accrued Liabilities

The Company’s accrued liabilities consisted of the following:

As of March 31, 2026 and December 31, 2025, the Company had a balance of $0.2 million and $0.2 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 $0.4 million for the three months ended March 31, 2026, and $0.4 million for the three months ended March 31, 2025.

8. Revolving Credit Facility

In October 2019, the Company entered into a senior secured revolving credit agreement (the "Loan Agreement") with PNC Bank, National Association (“PNC Bank”) that was amended in April 2023 (the "Amended Loan Agreement"). The Amended Loan Agreement increased the borrowing capacity 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 March 31, 2026 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 March 31, 2026, 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 March 31, 2026 and December 31, 2025.

9. 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 unit awards ("PSUs") under its 2021 Long Term Incentive Plan (the “LTIP”). RSUs granted to employees generally vest over a period ofthree 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. The grant date fair value of RSUs is measured using the closing price of our common stock on the grant date. PSUs granted to employees generally vest over a period of three years subject to the achievement of performance conditions and are contingent upon continued employment through the vesting date. The grant date fair value of PSUs is measured using the closing price of our common stock on the grant date. Stock-based compensation for PSUs is based on the probable outcome of the performance condition and evaluated each subsequent reporting period over the requisite service period. PSUs may be adjusted over the vesting period based on interim estimates of performance against pre-set objectives. As of March 31, 2026, NQSOs generally vest over a period ofthree-to-four years and have a contractual term often years.

As of March 31, 2026, the Company had granted RSUs, PSUs and NQSOs under the LTIP. Under the LTIP,5.9 million shares of Class A common stock remained available for grant as of March 31, 2026.

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

RSUs

The following summarizes RSU activity:

As of March 31, 2026, the Company had unrecognized stock-based compensation relating to RSUs of approximately $74.6 million, which is expected to be recognized over a weighted-average period of 2.3 years.

PSUs

The following summarizes PSU activity:

As of March 31, 2026, the Company had unrecognized stock-based compensation relating to PSUs of approximately $5.8 million, which is expected to be recognized over a weighted-average period of 1.7 years.

NQSOs

The following summarizes NQSO activity:

(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 March 31, 2026 and December 31,2025.

As of March 31, 2026, the Company had unrecognized stock-based compensation relating to unvested NQSOs of approximately $1.2 million, which is expected to be recognized over a weighted-average period of 0.9 years.

When the Company grants NQSOs, the Black-Scholes model is used to determine the fair value of NQSOs. For the three months ended March 31, 2026 and 2025, the Company did not grant any NQSOs.

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 March 31, 2026, $39.4 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, 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):

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.

10. Income Taxes and Tax Receivable Agreement

The provision for income taxes differs from the amount of income tax computed by applying the applicable U.S. statutory federal income tax rate of 21% to income (loss) before income taxes due to Viant Technology LLC’s pass-through structure for U.S. income tax purposes in the current period and the valuation allowance applied against the deferred tax asset in prior-year periods. During the three months ended December 31, 2025, the Company released its valuation allowance and did not record a valuation allowance for the three months ended March 31, 2026. For the three months ended March 31, 2026, the Company recognized an income tax benefit of $0.4 million, attributable to year-to-date loss and excess tax benefits on vested stock-based compensation that will be realized during the year, resulting in an effective tax rate of 15.7%. For the three months ended March 31, 2025, the Company recognized an income tax benefit of $0.2 million attributable to year-to-date loss and excess tax benefit related to vested stock-based compensation, resulting in an effective tax rate of 4.4%.

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. The total TRA liability as of March 31, 2026 was $12.5 million, all of which was classified as long-term. The total current and long-term portions of the TRA liability as of December 31, 2025 was $0.2 million and $12.2 million, respectively.

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 three months ended March 31, 2026, the most impactful component of the OBBBA is expected to be the ability to immediately expense of domestic specified research or experimental expenditures. We will continue to apply OBBBA tax law changes as required or elected in future years.

11. Earnings (Loss) Per Share

For thethree months ended March 31, 2026 and 2025, basic earnings (loss) per share has been calculated by dividing net income (loss) 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 net 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:

(1)Number of securities outstanding at the end of the period that were excluded from the computation of diluted earnings (loss) per share of Class A common stock because the performance conditions associated with these awards were not met assuming the end of the reporting period was the end of the performance period.

12. 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:

During thethree months ended March 31, 2026, noncontrolling interests exchanged 157,500 Class B units of Viant Technology LLC for 157,500 shares of the Company’s Class A common stock, which also resulted in the cancellation of 157,500 shares of the Company's Class B common stock that were previously held by noncontrolling interests with no additional consideration provided. During thethree months ended March 31, 2025, noncontrolling interests exchanged 33,629 Class B units of Viant Technology LLC, for 33,629 shares of the Company’s Class A common stock, which also resulted in the cancellation of 33,629 shares of the Company's Class B common stock 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:

13. Commitments and Contingencies

Lease Commitments

As of March 31, 2026, 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 March 31, 2026, we had non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage and other computing services. As of March 31, 2026, we estimate these obligations to be approximately $11.8 million for the remainder of 2026, $12.1 million in 2027, and $3.0 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.

On January 14, 2022, The Nielsen Company (US), LLC ("Nielsen") filed a complaint in the District of Delaware alleging that TVision Insights, Inc. ("TVision") infringes on one of Nielsen’s patents by utilizing certain content recognition tools provided by ACRCloud. Nielsen is seeking monetary damages. A trial has been scheduled for June 2026. At this time, the Company cannot predict the outcome, or provide a reasonable estimate or range of estimates of the possible outcome or loss, if any, with respect to this matter. The Company is entitled to indemnification for a portion of any losses that may result from this matter, subject to the terms and limitations of the underlying TVision purchase agreement. The Company believes it has meritorious defenses and intends to defend itself vigorously in this matter.

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 March 31, 2026.