Viant Technology Inc.

Previous wording

We are an advertising technology company. Our cloud-based demand side platform (“DSP”) enables the programmatic purchase of advertising, which is the electronification of the digital advertising buying process. Programmatic advertising is rapidly taking market share from traditional ad sales channels, which require more staffing, offer less transparency and involve higher costs to buyers.

Current wording

We are an advertising technology company. Our cloud-based demand side platform (“DSP”) enables the programmatic purchase of advertising, which is the electronification of the digital advertising buying process. Our proprietary data, measurement, AI and other technology-enabled solutions enhance advertising planning, execution and performance. Programmatic advertising is rapidly taking market share from traditional ad sales channels, which require more staffing, offer less transparency and involve higher costs to buyers.

Previous wording

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

Current wording

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

Previous wording

We generate revenue by charging platform fees and service fees pursuant to agreements that enable a wide variety of marketers and their agencies to select the mix of pricing and service options that suits their unique business andadvertising budget.

Current wording

We generate revenue from platform fees and fees related to the purchase of our proprietary data, measurement, and technology service offerings pursuant to agreements that enable a wide variety of marketers and their agencies to select the mix of pricing and service options that suits their unique business andadvertising needs.

Previous wording

These options consist of a percentage of spend pricing option and a fixed cost per mille (“CPM”) pricing option. Customers who prefer to use our platform on a self-service basis to execute their advertising campaigns enter into master service agreements (“MSAs”) with us, and we generate revenue under these arrangements by charging a platform fee that is primarily apercentage of spend. Customers who prefer to use our fixed CPM pricing option enter into insertion order (“IO”) arrangements with us, and we generate revenue by charging these customers a platform fee at a price for every 1,000 impressions an ad receives. We also offer additional service options to customers accessing our platform under an MSA or an IO, which enables them to use our services to aid them in data management, media execution and advanced reporting. When customers utilize these service options, we generate revenue by charging a service fee separate from the platform fee.

Current wording

Our platform pricing options consist of a percentage of spend pricing option and a fixed cost per mille (“CPM”) pricing option. Customers who prefer to use our platform on a self-service basis to execute their advertising campaigns enter into master service agreements (“MSAs”) with us, and we generate revenue under these arrangements by charging a platform fee that is primarily apercentage of spend. Customers who prefer to use our fixed CPM pricing option enter into insertion order (“IO”) arrangements with us, and we generate revenue by charging these customers a platform fee at a price for every 1,000 impressions an ad receives. We also offer additional service options to customers accessing our platform under an MSA or an IO, which enables them to use our services to aid them in data management, media execution and advanced reporting. When customers utilize these service options, we generate revenue by charging a service fee separate from the platform fee.

Previous wording

We believe that offering a mix of pricing and service options provides greater flexibility and access to our platform for marketers and their advertising agencies seeking to plan, buy and measure programmatic campaigns.

Current wording

We believe that offering a mix of pricing and service options provides greater flexibility for marketers and their advertising agencies seeking to plan, buy and measure programmatic campaigns using our platform and related data, measurement and technology-enabled solutions.

Previous wording

Our future growth depends on our ability to enhance and improve our offerings and platform to increase adoption and usage across our customer base, while also supporting ongoing customer acquisition. We believe many advertisers are in the early stages of moving a greater percentage of their advertising budgets to programmatic channels. By providing solutions for the planning, buying and measuring of their media spend across most channels, we believe we are well-positioned to capture more of our customers’ programmatic budgets. We also continue to add functionality to our platform to encourage our customers to increase their usage. For instance, we continue to leverage artificial intelligence and machine learning in our platform to help our customers improve the efficiency and effectiveness of their advertising campaigns. We believe ViantAI will support continued market share gains and contribute to the expansion of our total addressable market. Further, we intend to continue to grow our sales and marketing efforts to increase awareness of our DSP and highlight the advantages of our exclusive data, consisting of three primary pillars of proprietary insight into content, identity and now attention with our recent acquisition of TVision.

Current wording

Our future growth depends on our ability to enhance and improve our offerings and platform to increase adoption and usage across our customer base, while also supporting ongoing customer acquisition. We believe many advertisers are in the early stages of moving a greater percentage of their advertising budgets to programmatic channels. By providing solutions for the planning, buying and measuring of their media spend across most channels, we believe we are well-positioned to capture more of our customers’ programmatic budgets. We also continue to add functionality to our platform to encourage our customers to increase their usage. For instance, we continue to leverage artificial intelligence and machine learning in our platform to help our customers improve the efficiency and effectiveness of their advertising campaigns. We believe ViantAI will support continued market share gains and contribute to the expansion of our total addressable market. Further, we intend to continue to grow our sales and marketing efforts to increase awareness of our DSP and highlight the advantages of our proprietary data. On May 1, 2026, we completed our acquisition of TVision, adding attention measurement and data capabilities that we are integrating into our platform and broader product offerings alongside our existing measurement, data, content and identity capabilities. We believe these combined capabilities will enhance our measurement and optimization solutions and, over time, support increased adoption and usage of our platform.

Previous wording

We have also experienced strengthening advertiser demand, reflected in broad-based activity across customer verticals, continued demand for CTV, increased utilization of our proprietary data and expanded use of the ViantAI product suite. We also continue to see engagement across our sales pipeline, which we believe reflects advertiser interest in differentiated, independent and transparent buy-side alternatives. While the impact of these trends have varied and may continue to fluctuate period to period, we believe they reflect ongoing interest in our platform and solutions, including our proprietary data and our CTV and AI-driven offerings.

Current wording

We have also experienced strengthening advertiser demand, reflected in broad-based activity across advertiser industry verticals, continued demand for CTV, increased utilization of our proprietary data and expanded use of the ViantAI product suite. We also continue to see engagement across our sales pipeline, including with enterprise brands, which we believe reflects advertiser interest in differentiated, independent and transparent buy-side alternatives. While the impact of these trends has varied and may continue to fluctuate from period-to-period, we believe they reflect ongoing interest in our platform and solutions, including our proprietary data and our CTV and AI-driven offerings.

Previous wording

We evaluate our customers' usage of our platform based on changes in revenue and contribution ex-TAC and we evaluate market penetration based on changes in advertiser spend. We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features and our platform fee that we charge customers. For the three months ended March 31, 2026 compared to the three months ended March 31, 2025, 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 three months ended March 31, 2026. 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 financial performance based on changes in revenue and contribution ex-TAC. Separately, we use changes in advertiser spend as a qualitative indicator of our platform's market penetration. 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 such as our proprietary data, measurement, and technology-enabled solutions, and our platform fee that we charge customers. For the six months ended June 30, 2026 compared to the six months ended June 30, 2025, our revenue grew 30%. 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, 2026. For a detailed discussion of our key operating measures, see “—Key Operating and Financial Performance Measures—Use of Non-GAAP Financial Measures.”

Previous wording

We believe that the advertising market is in the early stages of a shift toward programmatic advertising. We plan to invest for long-term growth. We anticipate that our operating expenses will continue to increase over the long-term as we invest in platform operations, technology and development to enhance our product capabilities and in sales and marketing to acquire new customers and increase our customers’ usage of our platform. We believe that these investments will contribute to our long-term growth.

Current wording

We believe that the advertising market is in the early stages of a shift toward programmatic advertising. We plan to invest for long-term growth. We anticipate that our operating expenses will continue to increase over the long-term as we invest in platform operations, technology and development to enhance our product capabilities and in sales and marketing to acquire new customers and increase our customers’ usage of our platform and related offerings. We believe that these investments will contribute to our long-term growth.

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 months ended March 31, 2026 and 2025:

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 six months ended June 30, 2026 and 2025:

Previous wording

Revenue increased by $17.9 million, or 25%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase was primarily due to a 79% increase in revenue from marketers in the financial services, healthcare, consumer goods, and industrial industry verticals and, on a cumulative basis, relatively flat performance across our remaining industry verticals.

Current wording

Revenue increased by $26.4 million, or 34%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to a 67% increase in revenue from marketers in the healthcare, public services, and travel industry verticals, while revenue attributable to marketers across our remaining industry verticals increased 19%.

Previous wording

Platform operations expense increased by $12.1 million, or 30%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was primarily due to a $10.3 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 $1.2 million increase in depreciation and amortization expense driven by our continued investment in developed technology, a $0.4 million increase in personnel costs, a $0.2 million increase in cloud and data center services and a $0.2 million increase in data-related costs, both in support of our DSP, partially offset by a $0.2 million decrease in stock-based compensation.

Current wording

Platform operations expense increased by $16.7 million, or 40%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was primarily due to a $14.6 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 $1.1 million increase in depreciation and amortization expense driven by our continued investment in developed technology, a $0.5 million increase in personnel costs, a $0.4 million increase in technology costs and a $0.1 million increase in cloud and data center services, both in support of our DSP.

Previous wording

Technology and development expense increased by $0.2 million, or 3%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was primarily due to a $0.2 million increase in stock-based compensation and a $0.1 million increase in technology costs in support of our DSP, partially offset by a $0.1 million decrease in depreciation expense.

Current wording

Technology and development expense increased by $3.1 million, or 41%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was primarily due to a $1.4 million increase in stock-based compensation, a $1.2 million increase inpersonnel costs, a $0.6 million increase in technology costs in support of our DSP and a $0.1 million increase infacilities expense, partially offset by a $0.2 million decrease in depreciation expense.

Previous wording

General and administrative expense increased by $2.6 million, or 18%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was primarily due to a $2.0 million increase in personnel costs and a $1.3 million increase in accounting, legal, and consulting expenses associated with general corporate, compliance, and transaction- related matters, partially offset by a $0.4 million decrease in travel and entertainment expense, a $0.2 million decrease in bad debt expense, and a $0.1 million decrease in business insurance.

Current wording

General and administrative expense increased by $5.4 million, or 42%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase was primarily due to a $2.2 million increase in accounting, legal, and consulting expenses associated with general corporate, compliance, and transaction-related matters, a $1.7 million increase in personnel costs, a $0.7 million increase in stock-based compensation, a $0.7 million increase in bad debt expense and a $0.1 million increase in depreciation and amortization expense.

Previous wording

Total other income, netdecreased 3% during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. 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 15% during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This decrease was due to a decrease in interest income on cash and cash equivalents driven by lower interest rates and lower average money market fund balances for the three months ended June 30, 2026.

Previous wording

The U.S. federal statutory tax rate was 21% for the three months ended March 31, 2026 and 2025. The benefit from income taxes was$0.4 million for the three months ended March 31, 2026, attributable to year-to-date loss and excess tax benefits on vested stock-based compensation that will be realized during the year. The benefit from income taxes was de minimis for the three months ended March 31, 2025.

Current wording

The U.S. federal statutory tax rate was 21% for the three months ended June 30, 2026 and 2025. The benefit from income taxes was$0.8 million for the three months ended June 30, 2026, attributable to year-to-date loss and excess tax benefits on vested stock-based compensation that will be realized during the year. 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.

Previous wording

Sales and marketing expense increased by $2.0 million, or 14%, during the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This increase was primarily due to a $1.1 million increase in personnel costs, a $0.9 million increase in stock-based compensation, a $0.2 million increase in travel and entertainment, and a $0.1 million increase in facilities expense, partially offset by a $0.3 million decrease in advertising expense.

Current wording

Sales and marketing expense increased by$7.0 million, or 24%, during thesix months ended June 30, 2026 compared to thesix months ended June 30, 2025. This increase was primarily due to a $3.1 million increase in personnel costs, a $2.4 million increase in stock-based compensation, a $0.9 million increase in travel and entertainment expense, a $0.3 million increase in advertising expense, a $0.2 million increase in facilities expense and a $0.1 million increase in depreciation expense.

Previous wording

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

Current wording

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

Previous wording

(3)The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for the three months ended March 31, 2026 and 2025 is calculated using assumed blended tax rates of 28% and 23%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.

Current wording

(3)The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for the three months ended June 30, 2026 and 2025 is calculated using assumed blended tax rates of 26% and 27%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.

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"), performance stock units ("PSUs"), and nonqualified stock options ("NQSOs") are considered potentially dilutive shares of Class A common stock.

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 to the extent their inclusion would be anti-dilutive. Shares of our Class B common stock, restricted stock units ("RSUs"), performance stock units ("PSUs"), and nonqualified stock options ("NQSOs") are considered potentially dilutive shares of Class A common stock.

Previous wording

(4)The adjustment to net income attributable to noncontrolling interests represents stock-based compensation as well asacquisition and restructuring costs 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 as well asacquisition and restructuring costs attributed to the noncontrolling interests outstanding during the period.

Previous wording

As of March 31, 2026, we had cash and cash equivalents of $185.7 million and working capital, consisting of current assets less current liabilities, of $220.1 million, compared to cash and cash equivalents of $191.2 million and working capital of $219.2 million as of December 31, 2025.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $193.1 million and working capital, consisting of current assets less current liabilities, of $200.6 million, compared to cash and cash equivalents of $191.2 million and working capital of $219.2 million as of December 31, 2025.

Previous wording

Our primary sources of cash are revenues derived from the programmatic purchase of advertising on our platform and our existing cash and cash equivalents, although we have addressed, and may in the future address, our liquidity needs by utilizing our borrowing capacity under the asset-based revolving credit and security agreement we have with PNC Bank (as amended in April 2023) (the “Amended Loan Agreement”), obtaining debt financing from other sources or raising additional funds by issuing equity.

Current wording

Our primary sources of cash are revenues derived from the programmatic purchase of advertising on our platform and related data, measurement, and other technology-enabled offerings, and our existing cash and cash equivalents, although we have addressed, and may in the future address, our liquidity needs by utilizing our borrowing capacity under the asset-based revolving credit and security agreement we have with PNC Bank (as amended in April 2023) (the “Amended Loan Agreement”), obtaining debt financing from other sources or raising additional funds by issuing equity.

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; other expenditures to finance our operations, 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 2026 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; other expenditures to finance our operations, 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 2026 to further accelerate demand for our products 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 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.

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 flows generated from our operations 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 operations, 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 March 31, 2026, our material cash requirements from non-cancelable contractual obligations with an original duration of over one year included future minimum payments under our non-cancelable operating leases, which we estimate will be approximately $4.6 million for the remainder of 2026, $5.8 million in 2027, $4.5 million in 2028, $3.9 million in 2029, and $3.8 million in 2030, and non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, which we estimate will be approximately $11.8 million for the remainder of 2026, $12.1 million in 2027, and $3.0 million in 2028.

Current wording

As of June 30, 2026, 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 $3.1 million for the remainder of 2026, $5.9 million in 2027, $4.5 million in 2028, $3.9 million in 2029, and $3.8 million in 2030, and non-cancelable contractual agreements primarily related to the hosting of our data storage, processing and other computing services, which we estimate will be approximately $7.8 million for the remainder of 2026, $12.2 million in 2027, and $3.0 million in 2028.

Previous wording

We did not have any other off-balance sheet arrangements as of March 31, 2026 other than the minimum payments under the operating leases, hosting arrangements and the indemnification agreements described above and in Note 13—Commitments and Contingencies to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Current wording

We did not have any other off-balance sheet arrangements as of June 30, 2026 other than the minimum payments under our hosting arrangements and the indemnification agreements described above and in Note 14—Commitments and Contingencies to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

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 March 31, 2026, we concluded that it was more likely than not that our deferred tax assets subject to the TRA will be realized. Therefore, we recorded a liability related to the tax savings we may realize from utilization of such deferred tax assets. As of March 31, 2026, the total liability for the TRA was approximately $12.5 million. If utilization of the deferred tax asset subject to the TRA becomes not more likely than not in the future, we may reverse the liability related to the TRA which will be recognized as a reduction in other expenses within the consolidated statements of operations.

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 11—Income Taxes and Tax Receivable Agreement to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. As of June 30, 2026, we concluded that it was more likely than not that our deferred tax assets subject to the TRA will be realized. Therefore, we recorded a liability related to the tax savings we may realize from utilization of such deferred tax assets. As of June 30, 2026, the total liability for the TRA was approximately $12.9 million. If utilization of the deferred tax asset subject to the TRA becomes not more likely than not in the future, we may reverse the liability related to the TRA which will be recognized as a reduction in other expenses within the consolidated statements of operations.

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 months ended March 31, 2026, we repurchased 0.1 million shares of our Class A common stock for an aggregate amount of $1.0 million, including costs associated with the repurchases. As of March 31, 2026, $39.4 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 the three months ended June 30, 2026, we did not repurchase shares of our Class A common stock. During the six months ended June 30, 2026, we repurchased 0.1 million shares of our Class A common stock for an aggregate amount of $1.0 million, including costs associated with the repurchases. As of June 30, 2026, $39.4 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 10—Stockholders' Equity to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.

Previous wording

Cash Flows Provided by (Used in) Operating Activities

Current wording

Cash Flows Provided by Operating Activities

Previous wording

Cash flows provided by operating activities was $2.9 million for the three months ended March 31, 2026, resulting primarily from net loss of$2.2 million; noncash add back adjustments to net loss of $13.1 million, including $6.6 million for stock-based compensation, $5.5 million for depreciation and amortization,$1.2 million for noncash lease expense,$(0.5) million for deferred tax assets; and a decrease of $8.0 million from changes in working capital, primarily including a net increase of $32.7 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 $39.0 million in accounts payable, accrued liabilities and accrued compensation related to timing of payments.

Current wording

Cash flows provided by operating activities was $31.3 million for the six months ended June 30, 2026, resulting primarily from net loss of$4.0 million; noncash add back adjustments to net loss of $29.8 million, including $16.5 million for stock-based compensation, $11.0 million for depreciation and amortization,$2.5 million for noncash lease expense,$(1.4) million for deferred tax assets; and an increase of $5.5 million from changes in working capital, primarily including a net increase of $25.5 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 $18.1 million in accounts payable, accrued liabilities and accrued compensation related to timing of payments.

Previous wording

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

Current 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 decrease of $14.2 million in accounts receivable, prepaid assets and other assets related to the timing of customer collections due to seasonal fluctuations, as well as a net increase of $15.5 million in accounts payable, accrued liabilities and accrued compensation related to timing of payments.

Previous wording

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

Current wording

Cash flows used in investing activities was $25.3 million for the six months ended June 30, 2026, resulting primarily from $15.4 million in cash paid for acquisitions, $8.8 million of investments in capitalized software to develop our technology in support of enhancing our platform and$1.0 million of purchases of property and equipment.

Previous wording

Cash flows used in investing activities was $3.9 million for the three months ended March 31, 2026, resulting primarily from $3.6 million of investments in capitalized software to develop our technology in support of enhancing our platform and$0.3 million of purchases of property and equipment.

Current wording

Cash flows used in investing activities was$12.6 million for thesix 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, $0.6 million of purchases of property and equipment and$0.5 million of cash paid for acquisitions.

Previous wording

Cash flows used in financing activities was $4.5 million for the three months ended March 31, 2026, resulting primarily from$3.1 million for the repurchase of stock in connection with the taxes paid related to the vesting of equity awards, $1.0 million for the repurchase of stock related to the stock repurchase program, $0.5 million for payments related to member tax distributions, and $0.3 million for payments on the tax receivable agreement liability, partially offset by $0.4 million of proceeds related to the exercise of stock options.

Current wording

Cash flows used in financing activities was $4.0 million for the six months ended June 30, 2026, resulting primarily from$3.1 million for the repurchase of stock in connection with the taxes paid related to the vesting of equity awards, $1.0 million for the repurchase of stock related to the stock repurchase program, $0.7 million for payments related to member tax distributions, and $0.3 million for payments on the tax receivable agreement liability, partially offset by $1.0 million of proceeds related to the exercise of stock options.

Previous wording

Cash flows used in financing activities was $22.7 million forthe three months ended March 31, 2025, resulting primarily from $17.0 million for the repurchase 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 $3.6 million for payments related to member tax distributions partially offset by $1.2 million of proceeds related to the exercise of stock options.

Current wording

Cash flows used in financing activities was $36.1 million forthesix months ended June 30, 2025, resulting primarily from $28.1 million for the repurchase 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.

Previous wording

Since the date of our Annual Report on Form 10-K for the year ended December 31, 2025, there have been no material changes in our critical accounting policies and estimates disclosed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Current wording

Except for the estimates associated with the preliminary accounting for the TVision acquisition discussed above, since the date of our Annual Report on Form 10-K for the year ended December 31, 2025, there have been no material changes in our critical accounting policies and estimates disclosed in Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”