Viant Technology Inc.

7. Goodwill and Intangible Assets, Net

The Company’s goodwill balance as of September 30, 2026 and December 31, 2025 is $32.4 million and $19.2 million, respectively. The change in the carrying amount of goodwill for the nine months ended September 30, 2026 consists of the Company's May 2026 acquisition of TVision. The balance as of December 31, 2025 is comprised of the Company’s November 2024 acquisition of IRIS.TV as well as the February 2017 acquisition of Adelphic.

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:

8. Accrued Liabilities

The Company’s accrued liabilities consisted of the following:

As of September 30, 2026 and December 31, 2025, the Company had a balance of $1.0 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 $0.6 million and $1.9 million for the three and nine months ended September 30, 2026, respectively, and $0.6 million and $1.7 million for the three and nine months ended September 30, 2025, respectively.

9. Revolving Credit Facility

In October 2019, the Company entered into a senior secured revolving credit and security 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% and 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, 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 September 30, 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 September 30, 2026 and December 31, 2025.

10. 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 September 30, 2026, NQSOs generally vest over a period ofthree-to-four years and have a contractual term often years.

As of September 30, 2026, the Company had granted RSUs, PSUs and NQSOs under the LTIP. Under the LTIP,4.4 million shares of Class A common stock remained available for grant as of September 30, 2026.

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

RSUs

The following summarizes RSU activity:

As of September 30, 2026, the Company had unrecognized stock-based compensation relating to RSUs of approximately $75.7 million, which is expected to be recognized over a weighted-average period of 2.1 years.

PSUs

The following summarizes PSU activity:

As of September 30, 2026, the Company had unrecognized stock-based compensation relating to PSUs of approximately $3.8 million, which is expected to be recognized over a weighted-average period of 1.2 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 September 30, 2026 and December 31,2025.

As of September 30, 2026, the Company had unrecognized stock-based compensation relating to unvested NQSOs of approximately $0.5 million, which is expected to be recognized over a weighted-average period of 0.5 years.

When the Company grants NQSOs, the Black-Scholes model is used to determine the fair value of NQSOs. For the three and nine months ended September 30, 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 September 30, 2026, $33.9 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):

(1)Shares repurchased include unsettled repurchases as of September 30, 2026.

(2)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.

11. 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% and blended state tax rate to income (loss) before income taxes. This is generally due to Viant’s operating partnership structure for U.S. income tax purposes. For periods through September 30, 2025, a full valuation allowance applied against the deferred tax asset also contributed to the lower tax rate. As of December 31, 2025, the Company released its valuation allowance and recorded no valuation allowance for the nine months ended September 30, 2026. For the three and nine months ended September 30, 2026, the Company recognized income tax expense (benefit) of $0.6 million and $(0.5) million, respectively. The tax expense for the three months ended September 30, 2026 is attributable to that period’s net income while the tax benefit for the nine months ended September 30, 2026 is attributable to the year-to-date loss and excess tax benefits on vested stock based compensation that will be realized during the year. For the three and nine months ended September 30, 2026, this results in an effective tax rate of 19.9% and 27.0%, respectively. For the three and nine months ended September 30, 2025, the Company recognized income tax expense of $0.5 million and $0.1 million, respectively, attributable to year-to-date net income, resulting in an effective tax rate of 9.5% and 2.6%, respectively.

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 September 30, 2026 was $13.2 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 were $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. The most impactful component of OBBBA to our Company is the ability to immediately expense domestic specified research or experimental expenditures. The Company evaluates the option to immediately expense or capitalize a portion of these costs and amortize them over time, in conjunction with our general operations and other book-to-tax differences on an annual basis. As of September 30, 2026, the Company is anticipating expensing these costs in their entirety. The Company will continue to apply OBBBA tax law changes as required or elected throughout the year.

12. Earnings (Loss) Per Share

For thethree and nine months ended September 30, 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, excluding contingently returnable shares. 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)Represents shares issued as consideration in the TVision acquisition that are contingently returnable in connection with certain post-closing indemnification matters.

(2)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.

13. 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 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 and nine months ended September 30, 2026, noncontrolling interests exchanged 112,500 and 427,500 Class B units of Viant Technology LLC, respectively, for 112,500 and 427,500 shares of the Company’s Class A common stock, respectively, which also resulted in the cancellation of 112,500 and 427,500 shares of the Company's Class B common stock, respectively, that were previously held by noncontrolling interests with no additional consideration provided. 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:

14. Commitments and Contingencies

Lease Commitments

As of September 30, 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 September 30, 2026, we had non-cancelable contractual agreements primarily related to the hosting of our data storage, processing and other computing services. As of September 30, 2026, we estimate these obligations to be approximately $4.2 million for the remainder of 2026, $13.4 million in 2027, $4.1 million in 2028 and $0.5 million in 2029.

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, 2026.