Viant Technology Inc.

11/10/2025 | Press release | Distributed by Public on 11/10/2025 15:46

Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following Management's Discussion and Analysis of Financial Condition and Results of Operations of Viant Technology Inc. and its subsidiaries ("Viant," "we," "us," "our" or the "Company") should be read in conjunction with, and is qualified in its entirety by reference to, our unaudited condensed consolidated financial statements and the related notes thereto and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q ("Quarterly Report") and our audited consolidated financial statements and notes thereto and the related Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission ("SEC") on March 3, 2025. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, the risks and uncertainties discussed under the headings "Special Note Regarding Forward-Looking Statements"and "Risk Factors"and discussed elsewhere in this Quarterly Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
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.
Our DSP is used by marketers and their advertising agencies to centralize the planning, buying and measurement of their digital advertising across most channels. Through our omni-channel platform, a marketer can easily buy ads on connected TV ("CTV"), streaming audio, digital out-of-home, mobile and desktop.
Our DSP is an easy-to-use self-service platform that provides our customers with transparency and control over their advertising campaigns. 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.
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 and advertising budget.
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 a percentage 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 consisting of (1) a fee that represents a percentage of spend; (2) a flat monthly fee; or (3) a fixed CPM.
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.
Additionally, we believe our artificial intelligence product suite, ViantAI, will be the foundational component of our long-term vision for autonomous advertising to create the most efficient and cost-effective experience for our customers. We expect that ViantAI will handle every stage of programmatic advertising, from building campaigns to optimizing execution, allowing advertisers and their agencies to rely on ViantAI to manage their campaigns while they focus on broader strategic goals.
Our ViantAI suite currently includes AI Planning, which enables media planners to design high-impact campaigns in seconds, AI Bidding, which optimizes inventory costs by lowering the effective cost per mille ("eCPM") through automated bid adjustments, and AI Measurement and Analysis, which provides accessible measurement and insights via a user-friendly chat interface. Looking ahead, our ViantAI product roadmap features AI Decisioning, which is intended to empower an AI agent to dynamically optimize campaigns in real-time by leveraging advanced ad strategies such as channel allocation, publisher selection, dayparting, and audience discovery.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Our financial results for the three months ended September 30, 2025and 2024, respectively, include:
•Revenue of $85.6 million and $79.9 million, representing an increase of 7%;
•Gross profit of $39.8 million and $35.3 million, representing an increase of 13%;
•Contribution ex-TAC(1)of $53.0 million and $47.4 million, representing an increase of 12%;
•Net income of $5.2 million and $6.5 million, representing a decrease of 20%;
•Non-GAAP net income(1)of $11.2 million and $12.3 million, representing a decrease of 9%; and
•Adjusted EBITDA(1)of $16.0 million and $14.7 million, representing an increase of 9%.
Our financial results for the ninemonths ended September 30, 2025and 2024, respectively, include:
•Revenue of $234.1million and $199.2million, representing an increaseof 18%;
•Gross profit of $106.3million and $89.6million, representing an increase of 19%;
•Contribution ex-TAC(1)of $144.1million and $123.0million, representing an increase of 17%;
•Net income of $3.6million and $4.7million, representing a decreaseof 23%;
•Non-GAAP net income(1)of $22.0million and $20.9million, representing an increaseof 5%; and
•Adjusted EBITDA(1)of $32.7million and $27.4million, representing an increaseof 20%.
(1)Contribution ex-TAC, non-GAAP net income (loss) and adjusted EBITDA are non-GAAP financial measures. For a detailed discussion of our key operating and financial performance measures and a reconciliation of contribution ex-TAC, non-GAAP net income (loss) and adjusted EBITDA to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles in the United States of America("GAAP"), see "-Key Operating and Financial Performance Measures-Use of Non-GAAP Financial Measures."
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Factors Affecting Our Performance
Attract, Retain and Grow our Customer Base
Our future growth depends on our ability to enhance and improve our offerings and platform to increase our customers' usage of our platform and add new customers. 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 expect ViantAI to accelerate market share gains and expand 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 addressability solutions, HHID and IRIS_ID, and strategic partner data as a superior option to cookie-based targeting.
We evaluate our customers' usage of our platform and assess our market penetration and scale based on changes in revenue, contribution ex-TAC and advertiser spend. We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features and our platform fee that we charge customers. For the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, our revenue grew 18%. We believe growing customer adoption of our newer products and platform features continued to drive incremental revenue, gross profit and contribution ex-TAC during the nine months ended September 30, 2025. For a detailed discussion of our key operating measures, see "-Key Operating and Financial Performance Measures-Use of Non-GAAP Financial Measures."
Investment in Growth
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 including the integration of new advertising channels, 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, although they may have a negative impact on our profitability in the near-term.
Impact of Macroeconomic and Geopolitical Conditions
Macroeconomic conditions and geopolitical events, such as pandemics, inflation, high interest rates, tariffs and international trade conflict, tightening of credit markets, recession risks, labor shortages, supply chain disruptions, political cycles, changes in laws and interpretations of laws, changes in the volume and relative mix of U.S. government spending, cost-cutting and efficiency initiatives and potential disruptions from international conflicts and acts of terrorism, have impacted and may continue to impact our business and the business of our customers, while also disrupting sales channels and advertising and marketing activities. We continue to actively monitor the impact of these macroeconomic factors on our results of operations, financial condition and cash flows, and on our clients, partners, industry and employees. The extent to which these factors impact our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, which are uncertain and cannot be predicted. Due to the nature of our business, the effect of these macroeconomic conditions and geopolitical events may not be fully reflected in our results of operations until future periods.
Growth of the Digital Advertising Market
We expect to continue to benefit from overall adoption of programmatic advertising by marketers and their agencies. Any material change in the growth rate of digital advertising or the rate of adoption of programmatic advertising, including expansion of new programmatic channels, could affect our performance. Recent years have shown that advertising spend is closely tied to advertisers' financial performance, and a downturn, either generally or in one or more of the industries in which our customers operate, could adversely impact the digital advertising market and our operating results.
Seasonality
In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers allocate the largest portion of their budgets to the fourth quarter of the calendar year in order to coincide with increased holiday purchasing. Historically, the fourth quarter has reflected our highest level of advertising activity and related revenue for the year. We generally expect the subsequent first quarter to reflect lower activity levels, but this trend may be masked due to the continued growth of our business. In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical conditions discussed above.Political advertising could also cause our revenue to increase during election cycles and decrease during other periods, making it difficult to predict our revenue, cash flow and operating results, all of which could fall below our expectations. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Results of Operations
The following tables present our unaudited condensed consolidated statements of operations, our condensed consolidated statements of operations as a percentage of revenue, and the impact of stock-based compensation, depreciation and amortization on each operating expense line item for the three and nine months ended September 30, 2025 and 2024:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Consolidated Statements of Operations Data:
Revenue $ 85,582 $ 79,922 $ 234,077 $ 199,181
Operating expenses(1):
Platform operations 45,743 44,598 127,793 109,600
Sales and marketing 16,740 13,007 46,453 38,994
Technology and development 7,703 5,631 22,305 16,678
General and administrative 11,165 12,648 38,142 36,334
Total operating expenses 81,351 75,884 234,693 201,606
Income (loss) from operations 4,231 4,038 (616) (2,425)
Total other expense (income), net (1,463) (2,406) (4,346) (7,143)
Income before income taxes 5,694 6,444 3,730 4,718
Provision for (benefit from) income taxes 541 (14) 97 (14)
Net income 5,153 6,458 3,633 4,732
Less: Net income attributable to noncontrolling interests 4,157 4,951 3,537 4,117
Net income attributable to Viant Technology Inc. $ 996 $ 1,507 $ 96 $ 615
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
(% of revenue*)
Consolidated Statements of Operations Data:
Revenue 100 % 100 % 100 % 100 %
Operating expenses(1):
Platform operations 53 % 56 % 55 % 55 %
Sales and marketing 20 % 16 % 20 % 20 %
Technology and development 9 % 7 % 10 % 8 %
General and administrative 13 % 16 % 16 % 18 %
Total operating expenses 95 % 95 % 100 % 101 %
Income (loss) from operations 5 % 5 % - % (1) %
Total other expense (income), net (2) % (3) % (2) % (4) %
Income before income taxes 7 % 8 % 2 % 2 %
Provision for (benefit from) income taxes 1 % - % - % - %
Net income 6 % 8 % 2 % 2 %
Less: Net income attributable to noncontrolling interests 5 % 6 % 2 % 2 %
Net income attributable to Viant Technology Inc. 1 % 2 % - % - %
*Percentages may not sum due to rounding.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
(1)Stock-based compensation, depreciation and amortization included in operating expenses were as follows:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Stock-based compensation:
Platform operations $ 1,025 $ 553 $ 2,915 $ 1,513
Sales and marketing 1,770 1,180 5,089 3,074
Technology and development 1,091 693 2,886 1,844
General and administrative 2,542 2,903 7,520 8,875
Total stock-based compensation $ 6,428 $ 5,329 $ 18,410 $ 15,306
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Depreciation:
Platform operations $ 3,627 $ 3,383 $ 10,623 $ 10,440
Sales and marketing 81 - 234 -
Technology and development 873 432 2,180 1,303
General and administrative 47 203 132 520
Total depreciation $ 4,628 $ 4,018 $ 13,169 $ 12,263
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Amortization:
Platform operations $ 133 $ - $ 383 $ -
Sales and marketing - - - -
Technology and development - - - -
General and administrative 46 20 138 88
Total amortization $ 179 $ 20 $ 521 $ 88
Comparison of the Three Months Ended September 30, 2025 and 2024
Revenue
Three Months Ended
September 30, 		Change
2025 2024 $ %
Revenue $ 85,582 $ 79,922 $ 5,660 7 %
Revenue increasedby $5.7 million, or 7%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase was primarily due to a 49% increase in revenue from marketers in the business services, retail, automotive, and public services industry verticals and a net 15% decrease in all other industry verticals primarily related to the political industry vertical due to the prior year presidential election cycle.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Operating Expenses
Platform Operations
Three Months Ended
September 30, 		Change
2025 2024 $ %
Traffic acquisition costs $ 32,592 $ 32,570 $ 22 - %
Other platform operations 13,151 12,028 1,123 9 %
Total platform operations $ 45,743 $ 44,598 $ 1,145 3 %
Percentage of revenue 53 % 56 %
Platform operations expense increasedby $1.1 million, or 3%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increasewas primarily due tohigher other platform operations expense which was driven by a $0.5 million increase in stock-based compensation, a $0.4 million increase in personnel costs, a $0.4 million increase in depreciation and amortization expense, a $0.3 million increase in cloud and data center services in support of our DSP, partially offset by a $0.5 million decrease in platform costs primarily related to non-operational media purchases.
Sales and Marketing
Three Months Ended
September 30, 		Change
2025 2024 $ %
Sales and marketing $ 16,740 $ 13,007 $ 3,733 29 %
Percentage of revenue 20 % 16 %
Sales and marketing expense increasedby $3.7 million, or 29%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increasewas primarily due to a $2.1 million increase in advertising expense, a $0.7 million increase in personnel costs, a $0.6million increase in stock-based compensation, a $0.2million increase in facilities expense and a $0.1million increase in depreciation expense.
Technology and Development
Three Months Ended
September 30, 		Change
2025 2024 $ %
Technology and development $ 7,703 $ 5,631 $ 2,072 37 %
Percentage of revenue 9 % 7 %
Technology and development expense increasedby $2.1 million, or 37%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This increase was primarily due to a $1.0 million increase in personnel costs, a $0.4 million increase in stock-based compensation, a $0.4 million increase in depreciation expense and a $0.3 million increase in technology costs in support of our DSP.
General and Administrative
Three Months Ended
September 30, 		Change
2025 2024 $ %
General and administrative $ 11,165 $ 12,648 $ (1,483) (12) %
Percentage of revenue 13 % 16 %
General and administrative expense decreasedby $1.5 million, or 12%, during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was primarily due to a $1.3 million decrease in bad debt expense, a $0.4 million decrease in stock-based compensation, a $0.3 million decrease in personnel costs and a $0.1 million decrease in depreciation and amortization expense partially offset by a $0.3 million increase in accounting, legal, and consulting expenses associated with general corporate and compliance matters and a $0.3 million increase in travel and entertainment expense.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Total Other Expense (Income), Net
Three Months Ended
September 30, 		Change
2025 2024 $ %
Total other expense (income), net $ (1,463) $ (2,406) $ 943 (39) %
Percentage of revenue (2) % (3) %
Total other income, net decreasedby $0.9million, or 39%,during the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was due to a decrease in interest income on cash and cash equivalents driven by lower interest rates and lower money market fund balances.
For the three months ended September 30, 2025 and 2024, total interest cost incurred was $0.1 million. Interest costs capitalized during the three months ended September 30, 2025 and 2024 were zero.
Provision For (Benefit From) Income Taxes
Three Months Ended
September 30, 		Change
2025 2024 $ %
Provision for (benefit from) income taxes $ 541 $ (14) $ 555 (3964) %
Percentage of revenue 1 % - %
The U.S. federal statutory tax rate was 21% for the three months ended September 30, 2025 and 2024. The provision for income taxes was $0.5 million for the three months endedSeptember 30, 2025, attributable to year-to-date income. The benefit from income taxes was de minimisfor the three months ended September 30, 2024.
Comparison of the Nine Months Ended September 30, 2025and 2024
Revenue
Nine Months Ended
September 30, 		Change
2025 2024 $ %
Revenue $ 234,077 $ 199,181 $ 34,896 18 %
Revenue increasedby $34.9million, or 18%, during the ninemonths ended September 30, 2025 compared to the ninemonths ended September 30, 2024. The increase was primarily due to a 30% increase in revenue from marketers in the business services, retail, automotive and consumer goods industry verticals, and a net 8% increase in all other industry verticals inclusive of a decline in the political industry vertical due to the prior year presidential election cycle.
Operating Expenses
Platform Operations
Nine Months Ended
September 30, 		Change
2025 2024 $ %
Traffic acquisition costs $ 89,985 $ 76,150 $ 13,835 18 %
Other platform operations 37,808 33,450 4,358 13 %
Total platform operations $ 127,793 $ 109,600 $ 18,193 17 %
Percentage of revenue 55 % 55 %
Platform operations expense increasedby $18.2million, or 17%, during the ninemonths ended September 30, 2025 compared to the ninemonths ended September 30, 2024. This increasewas primarily due to a $13.8million increase in traffic acquisition costs ("TAC"), a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option. The increase was also due to higher other platform operations expense which was driven by a $1.4 million increase in stock-based compensation, a $1.3 million increase in personnel costs, a $1.2 million increase in cloud and data center
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
services in support of our DSP, a $0.6 million increase in data-related costs in support of our DSP, and a $0.6 million increase in depreciation and amortization expense, partially offset by a $0.7 million decrease related to non-operational media purchases.
Sales and Marketing
Nine Months Ended
September 30, 		Change
2025 2024 $ %
Sales and marketing $ 46,453 $ 38,994 $ 7,459 19 %
Percentage of revenue 20 % 20 %
Sales and marketing expense increasedby $7.5million, or 19%, during the ninemonths ended September 30, 2025 compared to the ninemonths ended September 30, 2024. This increasewas primarily due to a $3.0million increase in personnel costs, a $2.2million increase in advertising expense, a $2.0 million increase in stock-based compensation, a $0.4million increase in facilities expense, a $0.2million increase in depreciation expense, a $0.2million increase in professional services expense, and a $0.2million increase in technology costs, partially offset by a $0.7million decrease in travel and entertainment expense.
Technology and Development
Nine Months Ended
September 30, 		Change
2025 2024 $ %
Technology and development $ 22,305 $ 16,678 $ 5,627 34 %
Percentage of revenue 10 % 8 %
Technology and development expense increasedby $5.6million, or 34%, during the ninemonths ended September 30, 2025 compared to the ninemonths ended September 30, 2024. This increase was primarily due to a $2.6 million increase in personnel costs, a $1.0 million increase in stock-based compensation, a $1.0 million increase in technology costs in support of our DSP, a $0.9 million increase in depreciation expense and a $0.1 million increase in professional services.
General and Administrative
Nine Months Ended
September 30, 		Change
2025 2024 $ %
General and administrative $ 38,142 $ 36,334 $ 1,808 5 %
Percentage of revenue 16 % 18 %
General and administrative expense increasedby $1.8million, or 5%, during the ninemonths ended September 30, 2025 compared to the ninemonths ended September 30, 2024. This increase was primarily due to a $2.1 million increase in travel and entertainment expense driven by Company events and employee-related expenses, a $1.2 million increase in personnel costs and a $1.1 million increase in accounting, legal, and consulting expenses associated with general corporate and compliance matters, partially offset by a $1.4 million decrease in stock-based compensation, a $0.9 million decrease in bad debt expense and a $0.3 million decrease in depreciation and amortization expense.
Total Other Expense (Income), Net
Nine Months Ended
September 30, 		Change
2025 2024 $ %
Total other expense (income), net $ (4,346) $ (7,143) $ 2,797 (39) %
Percentage of revenue (2) % (4) %
Total other income, net decreasedby $2.8million, or 39%,during the ninemonths ended September 30, 2025 compared to the ninemonths ended September 30, 2024. This decrease was primarily attributable to a $2.5 million decrease in interest income on cash and cash equivalents driven by lower interest rates and lower money market fund balances, as well as a Tax Receivable Agreement ("TRA") expense of $0.3 million in the ninemonths ended September 30, 2025.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
For the nine months ended September 30, 2025 and 2024, total interest cost incurred was $0.3 million and $0.3 million, respectively. Interest costs capitalized during the nine months ended September 30, 2025 and 2024 were zero.
Provision For (Benefit From) Income Taxes
Nine Months Ended
September 30, 		Change
2025 2024 $ %
Provision for (benefit from) income taxes $ 97 $ (14) $ 111 (793) %
Percentage of revenue - % - %
The U.S. federal statutory tax rate was 21% for the ninemonths ended September 30, 2025 and 2024. The provision for income taxes was $0.1 million for the nine months endedSeptember 30, 2025, attributable to year-to-date income. The benefit from income taxes was de minimis for the nine months ended September 30, 2024.
Key Operating and Financial Performance Measures
Use of Non-GAAP Financial Measures
We monitor certain non-GAAP financial measures to help us evaluate growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts and assess our operational efficiencies. We believe these measures enhance an understanding of our overall performance and investors' ability to review our business from the same perspective as management and facilitate comparisons of this period's results with prior periods on a consistent basis by excluding items that management does not believe are indicative of our ongoing operating performance. These non-GAAP financial measures include contribution ex-TAC, non-GAAP operating expenses, adjusted EBITDA, adjusted EBITDA as a percentage of contribution ex-TAC, non-GAAP net income (loss), and non-GAAP earnings (loss) per share of Class A common stock-basic and diluted, each of which are discussed immediately following the table below. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are provided in the financial tables presented below. There are limitations in using non-GAAP financial measures which are not prepared in accordance with GAAP, as they may be different from non-GAAP financial measures used by other companies and may exclude certain items that may have a material impact upon our reported financial results. The presentation of this additional information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 Change (%) 2025 2024 Change (%)
(NM = Not Meaningful)
Operating and Financial Performance Measures
Gross profit $ 39,839 $ 35,324 13 % $ 106,284 $ 89,581 19 %
Contribution ex-TAC $ 52,990 $ 47,352 12 % $ 144,092 $ 123,031 17 %
Total operating expenses $ 81,351 $ 75,884 7 % $ 234,693 $ 201,606 16 %
Non-GAAP operating expenses $ 36,961 $ 32,677 13 % $ 111,378 $ 95,681 16 %
Net income $ 5,153 $ 6,458 (20) % $ 3,633 $ 4,732 (23) %
Adjusted EBITDA $ 16,029 $ 14,675 9 % $ 32,714 $ 27,350 20 %
Net income as a percentage of gross profit 13 % 18 % NM 3 % 5 % NM
Adjusted EBITDA as a percentage of contribution ex-TAC 30 % 31 % NM 23 % 22 % NM
Non-GAAP net income $ 11,205 $ 12,283 (9) % $ 22,004 $ 20,892 5 %
Earnings (loss) per share-basic $ 0.06 $ 0.09 (33) % $ 0.01 $ 0.04 (75) %
Earnings (loss) per share-diluted $ 0.06 $ 0.09 (33) % $ 0.00 $ 0.04 NM
Non-GAAP earnings (loss) per share-basic $ 0.12 $ 0.15 (20) % $ 0.26 $ 0.25 4 %
Non-GAAP earnings (loss) per share-diluted $ 0.12 $ 0.15 (20) % $ 0.23 $ 0.24 (4) %
Contribution ex-TAC
Contribution ex-TAC is a non-GAAP financial measure. Gross profit is the most comparable GAAP financial measure, which is calculated as revenue less platform operations expense. In calculating contribution ex-TAC, we add back other platform operations expense to gross profit. Contribution ex-TAC is a key profitability measure used by our management and board of directors to understand and evaluate our operating performance and trends, develop short- and long-term operational plans and make strategic decisions regarding the allocation of capital. In particular, we believe that contribution ex-TAC can provide a measure of period-to-period comparisons for all pricing options within our business. Accordingly, we believe that this measure provides information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board of directors.
Our use of contribution ex-TAC has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry that have similar business arrangements, may define contribution ex-TAC differently, which may make comparisons difficult. Because of this and other potential limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, gross profit, net income (loss) and cash flows.
The following table presents the calculation of gross profit and reconciliation of gross profit to contribution ex-TAC for the periods presented:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Revenue $ 85,582 $ 79,922 $ 234,077 $ 199,181
Less: Platform operations (45,743) (44,598) (127,793) (109,600)
Gross profit 39,839 35,324 106,284 89,581
Add: Other platform operations 13,151 12,028 37,808 33,450
Contribution ex-TAC $ 52,990 $ 47,352 $ 144,092 $ 123,031
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Non-GAAP operating expenses
Non-GAAP operating expenses is a non-GAAP financial measure. Total operating expenses is the most comparable GAAP financial measure. Non-GAAP operating expenses is defined by us as total operating expenses plus other expense (income), net, less TAC, stock-based compensation, depreciation, amortization and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense, non-operational media purchases and TRA remeasurement expense. Non-GAAP operating expenses is a key component in calculating adjusted EBITDA, which is one of the measures we use to provide our business outlook to the investment community. Additionally, non-GAAP operating expenses is used by our management and board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. We believe that the elimination of TAC, stock-based compensation, depreciation, amortization and certain other items not related to our core operations provides another measure for period-to-period comparisons of our business, provides additional insight into our core controllable costs and is a useful metric for investors because it allows them to evaluate our operational performance in the same manner as our management and board of directors.
Our use of non-GAAP operating expenses has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry that have similar business arrangements, may define non-GAAP operating expenses differently, which may make comparisons difficult. Because of this and other potential limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, gross profit, net income (loss) and cash flows.
The following table presents a reconciliation of total operating expenses to non-GAAP operating expenses for the periods presented:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Operating expenses:
Platform operations $ 45,743 $ 44,598 $ 127,793 $ 109,600
Sales and marketing 16,740 13,007 46,453 38,994
Technology and development 7,703 5,631 22,305 16,678
General and administrative 11,165 12,648 38,142 36,334
Total operating expenses 81,351 75,884 234,693 201,606
Add:
Other expense, net - 1 325 4
Less:
Traffic acquisition costs (32,592) (32,570) (89,985) (76,150)
Stock-based compensation (6,428) (5,329) (18,410) (15,306)
Depreciation and amortization (4,807) (4,038) (13,690) (12,351)
Restructuring and other(1)
- - - (467)
Transaction expense(2)
- - (667) (384)
Non-operational media purchases(3)
(563) (1,271) (563) (1,271)
TRA remeasurement expense(4)
- - (325) -
Non-GAAP operating expenses $ 36,961 $ 32,677 $ 111,378 $ 95,681
(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the ninemonths ended September 30, 2024.
(2)Transaction expense consists of costs incurred related to our contemplated and completed acquisitions for the nine months ended September 30, 2025 and costs incurred for the Company's filing of a "shelf" registration statement on Form S-3 for the nine months ended September 30, 2024.
(3)Non-operational media purchases reflects costs incurred for non-operating supplier purchases that are not billable to the customer for the three and nine months ended September 30, 2025and 2024.
(4)TRA remeasurement expense reflects the remeasurement of the TRA liability for the nine months ended September 30, 2025.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC
Adjusted EBITDA is a non-GAAP financial measure defined by us as net income (loss) before interest expense (income), net, income tax benefit (expense), depreciation, amortization, stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense, non-operational media purchases and TRA remeasurement expense. Net income (loss) is the most comparable GAAP financial measure. Adjusted EBITDA as a percentage of contribution ex-TAC is a non-GAAP financial measure we calculate by dividing adjusted EBITDA by contribution ex-TAC for the period or periods presented. Net income (loss) as a percentage of gross profit is the most comparable GAAP financial measure.
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, a non-GAAP financial measure, 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.
Our use of adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these potential limitations include:
•other companies, including companies in our industry that have similar business arrangements, may report adjusted EBITDA or adjusted EBITDA as a percentage of contribution ex-TAC, or similarly titled measures, but calculate them differently, which reduces their usefulness as comparative measures;
•although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and
•adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs or the potentially dilutive impact of stock-based compensation.
Because of these and other potential limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, net income (loss) and cash flows.
The following table presents a reconciliation of net income (loss) to adjusted EBITDA for the periods presented:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Net income $ 5,153 $ 6,458 $ 3,633 $ 4,732
Add back (less):
Interest income, net (1,463) (2,407) (4,671) (7,147)
Provision for (benefit from) income taxes 541 (14) 97 (14)
Depreciation and amortization 4,807 4,038 13,690 12,351
Stock-based compensation 6,428 5,329 18,410 15,306
Restructuring and other(1)
- - - 467
Transaction expense(2)
- - 667 384
Non-operational media purchases(3)
563 1,271 563 1,271
TRA remeasurement expense(4)
- - 325 -
Adjusted EBITDA $ 16,029 $ 14,675 $ 32,714 $ 27,350
(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the ninemonths ended September 30, 2024.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
(2)Transaction expense consists of costs incurred related to our contemplated and completed acquisitions for the nine months ended September 30, 2025 and costs incurred for the Company's filing of a "shelf" registration statement on Form S-3 for the nine months ended September 30, 2024.
(3)Non-operational media purchases reflects costs incurred for non-operating supplier purchases that are not billable to the customer for the three and nine months ended September 30, 2025 and 2024.
(4)TRA remeasurement expense reflects the remeasurement of the TRA liability for the nine months ended September 30, 2025.
The following table presents the calculation of net income (loss) as a percentage of gross profit and the calculation of adjusted EBITDA as a percentage of contribution ex-TAC for the periods presented:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Gross profit $ 39,839 $ 35,324 $ 106,284 $ 89,581
Net income $ 5,153 $ 6,458 $ 3,633 $ 4,732
Net income as a percentage of gross profit 13 % 18 % 3 % 5 %
Contribution ex-TAC(1)
$ 52,990 $ 47,352 $ 144,092 $ 123,031
Adjusted EBITDA $ 16,029 $ 14,675 $ 32,714 $ 27,350
Adjusted EBITDA as a percentage of contribution ex-TAC 30 % 31 % 23 % 22 %
(1)For a reconciliation of contribution ex-TAC to the most directly comparable financial measure calculated in accordance with GAAP, see "-Contribution ex-TAC."
Non-GAAP net income (loss)
Non-GAAP net income (loss) is a non-GAAP financial measure defined by us as net income (loss) adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense, non-operational media purchases and TRA remeasurement expense, as well as the income tax effect of these adjustments. Net income (loss) is the most comparable GAAP financial measure. Non-GAAP net income (loss) is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and additional insight into our core controllable costs. Accordingly, we believe that non-GAAP net income (loss) provides information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.
Our use of non-GAAP net income (loss) has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry that have similar business arrangements, may define non-GAAP net income (loss) differently, which may make comparisons difficult. Because of this and other potential limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including revenue, gross profit, net income (loss) and cash flows.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
The following table presents a reconciliation of net income (loss) to non-GAAP net income for the periods presented:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2025 2024 2025 2024
Net income $ 5,153 $ 6,458 $ 3,633 $ 4,732
Add back (less):
Stock-based compensation 6,428 5,329 18,410 15,306
Restructuring and other(1)
- - - 467
Transaction expense(2)
- - 667 384
Non-operational media purchases(3)
563 1,271 563 1,271
TRA remeasurement expense(4)
- - 325 -
Income tax benefit (expense) related to Viant Technology Inc.'s share of non-GAAP pre-tax income (loss)(5)
(939) (775) (1,594) (1,268)
Non-GAAP net income $ 11,205 $ 12,283 $ 22,004 $ 20,892
(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the ninemonths ended September 30, 2024.
(2)Transaction expense consists of costs incurred related to our contemplated and completed acquisitions for the nine months ended September 30, 2025 and costs incurred for the Company's filing of a "shelf" registration statement on Form S-3 for the nine months ended September 30, 2024.
(3)Non-operational media purchases reflects costs incurred for non-operating supplier purchases that are not billable to the customer for the three and nine months ended September 30, 2025 and 2024.
(4)TRA remeasurement expense reflects the remeasurement of the TRA liability for the nine months ended September 30, 2025.
(5)The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for the three and nine months ended September 30, 2025 and 2024 is calculated using assumed blended tax rates of 27% and 24%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.
Non-GAAP earnings (loss) per share of Class A common stock-basic and diluted
Non-GAAP earnings (loss) per share of Class A common stock-basic and diluted is a non-GAAP financial measure defined by us as earnings (loss) per share of Class A common stock-basic and diluted, adjusted to eliminate the impact of stock-based compensation and certain other items that are not related to our core operations, such as restructuring and other charges, transaction expense, non-operational media purchases and TRA remeasurement expense, as well as the income tax effect of these adjustments. Earnings (loss) per share of Class A common stock-basic and diluted is the most comparable GAAP financial measure. Non-GAAP earnings (loss) per share of Class A common stock-basic and diluted is used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that the elimination of stock-based compensation and certain other items that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. Accordingly, we believe that non-GAAP earnings (loss) per share of Class A common stock-basic and diluted provides information to investors and the market generally that aids in the understanding and evaluation of our results of operations in the same manner as our management and board of directors.
Our use of non-GAAP earnings (loss) per share of Class A common stock-basic and diluted has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry that have similar business arrangements, may report non-GAAP earnings (loss) per share of Class A common stock-basic and diluted or similarly titled measures, but calculate them differently, which reduces their usefulness as comparative measures. Because of this and other potential limitations, you should consider our non-GAAP financial measures only as supplemental to other GAAP-based financial performance measures, including earnings (loss) per share of Class A common stock-basic and diluted.
Basic non-GAAP earnings (loss) per share of Class A common stock is calculated by dividing the non-GAAP net income (loss) attributable to Class A common stockholders by the number of weighted-average shares of Class A common stock outstanding.Shares of our Class B common stock do not share in our earnings or losses and are therefore not participating securities. As such, separate
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
presentation of basic and diluted non-GAAP earnings (loss) of Class B common stock under the two-class method has not been presented.
Diluted non-GAAP earnings (loss) per share of Class A common stock adjusts the basic non-GAAP earnings (loss) per share for the potential dilutive impact of shares of Class A common stock such as equity awards using the treasury-stock method and Class B common stock using the if-converted method. Diluted non-GAAP earnings (loss) per share of Class A common stock considers the impact of potentially dilutive securities except in periods in which there is a loss because the inclusion of the potential common shares would have an anti-dilutive effect. Shares of our Class B common stock, restricted stock units ("RSUs") and nonqualified stock options ("NQSOs") are considered potentially dilutive shares of Class A common stock. For the three and ninemonths ended September 30, 2025 and September 30, 2024, Class B common stock has been excluded from the computation of diluted earnings (loss) per share of Class A common stock because the effect would have been anti-dilutive under the if-converted method.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
The following tables present the reconciliation of earnings (loss) per share of Class A common stock-basic and diluted to non-GAAP earnings (loss) per share of Class A common stock-basic and diluted for the periods presented:
Three Months Ended
September 30, 2025 		Three Months Ended
September 30, 2024
Earnings
(Loss) per
Share 		Adjustments Non-GAAP
Earnings (Loss)
per Share 		Earnings
(Loss) per
Share 		Adjustments Non-GAAP
Earnings (Loss)
per Share
Numerator
Net income $ 5,153 $ - $ 5,153 $ 6,458 $ - $ 6,458
Adjustments:
Add back: Stock-based compensation - 6,428 6,428 - 5,329 5,329
Add back: Non-operational media purchases(1)
- 563 563 - 1,271 1,271
Income tax benefit (expense) related to Viant Technology Inc.'s share of non-GAAP pre-tax income (loss)(2)
- (939) (939) - (775) (775)
Non-GAAP net income 5,153 6,052 11,205 6,458 5,825 12,283
Less: Net income attributable to noncontrolling interests(3)
4,157 5,059 9,216 4,951 4,826 9,777
Net income attributable to Viant Technology Inc.-basic $ 996 $ 993 $ 1,989 $ 1,507 $ 999 $ 2,506
Add back: Reallocation of net income attributable to noncontrolling interest from the assumed exchange of RSUs and NQSOs for Class A common stock 139 220 359 272 268 540
Income tax benefit (expense) from the assumed exchange of dilutive securities for Class A common stock (38) (59) (97) (64) (64) (128)
Net income attributable to Viant Technology Inc.-diluted $ 1,097 $ 1,154 $ 2,251 $ 1,715 $ 1,203 $ 2,918
Denominator
Weighted-average shares of Class A common stock outstanding -basic 16,331 16,331 16,290 16,290
Effect of dilutive securities:
RSUs 810 810 1,696 1,696
NQSOs 2,038 2,038 2,007 2,007
Weighted-average shares of Class A common stock outstanding -diluted 19,179 19,179 19,993 19,993
Earnings (loss) per share of Class A common stock-basic $ 0.06 $ 0.12 $ 0.09 $ 0.15
Earnings (loss) per share of Class A common stock-diluted $ 0.06 $ 0.12 $ 0.09 $ 0.15
Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock-diluted:
RSUs - - - -
NQSOs - - - -
Shares of Class B common stock 45,755 45,755 46,850 46,850
Total shares excluded from earnings (loss) per share of Class A common stock-diluted 45,755 45,755 46,850 46,850
(1)Non-operational media purchases reflects costs incurred for non-operating supplier purchases that are not billable to the customer for the three months ended September 30, 2025 and 2024.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
(2)The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for the three months ended September 30, 2025 and 2024 is calculated using assumed blended tax rates of 27% and 24%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.
(3)The adjustment to net income attributable to noncontrolling interests represents stock-based compensation and non-operational media purchases attributed to the noncontrolling interests outstanding during the period.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Nine Months Ended
September 30, 2025 		Nine Months Ended
September 30, 2024
Earnings
(Loss) per
Share 		Adjustments Non-GAAP
Earnings (Loss)
per Share 		Earnings
(Loss) per
Share 		Adjustments Non-GAAP
Earnings (Loss)
per Share
Numerator
Net income $ 3,633 $ - $ 3,633 $ 4,732 $ - $ 4,732
Adjustments:
Add back: Stock-based compensation - 18,410 18,410 - 15,306 15,306
Add back: Restructuring and other(1)
- - - - 467 467
Add back: Transaction expense(2)
- 667 667 - 384 384
Add back: Non-operational media purchases(3)
- 563 563 - 1,271 1,271
Add back: TRA remeasurement expense(4)
- 325 325 - - -
Income tax benefit (expense) related to Viant Technology Inc.'s share of non-GAAP pre-tax income (loss)(5)
- (1,594) (1,594) - (1,268) (1,268)
Non-GAAP net income 3,633 18,371 22,004 4,732 16,160 20,892
Less: Net income attributable to noncontrolling interests(6)
3,537 14,274 17,811 4,117 12,683 16,800
Net income attributable to Viant Technology Inc.-basic $ 96 $ 4,097 $ 4,193 $ 615 $ 3,477 $ 4,092
Add back: Reallocation of net income attributable to noncontrolling interest from the assumed exchange of RSUs and NQSOs for Class A common stock 5 849 854 - 851 851
Income tax benefit (expense) from the assumed exchange of dilutive securities for Class A common stock (1) (230) (231) - (202) (202)
Net income attributable to Viant Technology Inc.-diluted $ 100 $ 4,716 $ 4,816 $ 615 $ 4,126 $ 4,741
Denominator
Weighted-average shares of Class A common stock outstanding -basic 16,255 16,255 16,240 16,240
Effect of dilutive securities:
RSUs 1,967 1,967 - 1,858
NQSOs 2,514 2,514 - 1,555
Weighted-average shares of Class A common stock outstanding -diluted 20,736 20,736 16,240 19,653
Earnings (loss) per share of Class A common stock-basic $ 0.01 $ 0.26 $ 0.04 $ 0.25
Earnings (loss) per share of Class A common stock-diluted $ 0.00 $ 0.23 $ 0.04 $ 0.24
Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock-diluted:
RSUs - - 4,072 -
NQSOs - - 5,781 -
Shares of Class B common stock 45,755 45,755 46,850 46,850
Total shares excluded from earnings (loss) per share of Class A common stock-diluted 45,755 45,755 56,703 46,850
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
(1)Restructuring and other includes severance and other charges related to aligning our workforce with our strategic performance goals for the ninemonths ended September 30, 2024.
(2)Transaction expense consists of costs incurred related to our contemplated and completed acquisitions for the nine months ended September 30, 2025 and costs incurred for the Company's filing of a "shelf" registration statement on Form S-3 for the nine months ended September 30, 2024.
(3)Non-operational media purchases reflects costs incurred for non-operating supplier purchases that are not billable to the customer for the nine months ended September 30, 2025 and 2024.
(4)TRA remeasurement expense reflects the remeasurement of the TRA liability for the nine months ended September 30, 2025.
(5)The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for the ninemonths ended September 30, 2025 and 2024 is calculated using assumed blended tax rates of 27% and 24%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.
(6)The adjustment to net income attributable to noncontrolling interests represents stock-based compensation, restructuring and other charges, transaction expense and non-operational media purchases attributed to the noncontrolling interests outstanding during the period.
Liquidity and Capital Resources
As of September 30, 2025, we had cash and cash equivalents of $161.3 million and working capital, consisting of current assets less current liabilities, of $193.8 million, compared to cash and cash equivalents of $205.0 million and working capital of $217.0 million as of December 31, 2024.
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.
Our primary uses of cash are capital expenditures to develop our technology in support of enhancing our platform; purchases of property and equipment in support of our expanding headcount as a result of our growth; financing our operations, capital expenditures, platform development and rapid growth; future minimum payments under our non-cancelable operating leases; repurchases under the stock repurchase program; and acquisitions and investments. We intend to continue investing in critical areas of our business for the remainder of 2025 to further accelerate demand for our product and growth across the platform.
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.
Commitments
As of September 30, 2025, our material cash requirements from non-cancelable contractual obligations with an original duration of over one year included future minimum payments under our non-cancelable operating leases, which we estimate will be approximately $1.3 million for the remainder of 2025, $5.7 million in 2026, $5.4 million in 2027, $4.1 million in 2028, and $3.6 million in 2029, and non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, which we estimate will be approximately $3.9 million for the remainder of 2025, $15.3 million in 2026, $10.7 million in 2027, and $2.2 million in 2028.
We did not have any other off-balance sheet arrangements as of September 30, 2025 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Income Taxes and Tax Receivable Agreement
In connection with the initial public offering ("IPO"), we entered into a TRA with Viant Technology LLC, continuing members of Viant Technology LLC and the TRA Representative (as defined in the TRA) on February 9, 2021, as described under Note 10-Income Taxes and Tax Receivable Agreement to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. As of September 30, 2025, we concluded that it was not more likely than not that our deferred tax assets subject to the TRA will be realized. Therefore, we have not recorded a liability related to the remaining tax savings we may realize from utilization of such deferred tax assets except for $0.3 million related to the current portion of the TRA. The total unrecorded liability for the TRA is approximately $13.2 million as of September 30, 2025. If utilization of the deferred tax assets subject to the TRA becomes more likely than not in the future, we will record a liability related to the TRA.
From time to time, our subsidiary, Viant Technology LLC, makes cash distributions on a pro rata basis to its members as necessary and to the extent of available cash necessary to cover the members' tax liabilities with respect to their share of earnings of Viant Technology LLC. These payments are reflected within "Payment of member tax distributions" on the condensed consolidated statements of cash flows.
Shelf Registration Statement
On March 22, 2024, we filed a "shelf" registration statement on Form S-3 (Reg. No. 333-278177) with the SEC, which was declared effective on April 23, 2024. This shelf registration statement, which includes a base prospectus, allows us at any time to offer any combination of securities described in the prospectus in one or more offerings for our own account in an aggregate amount up to $100 million and allows certain selling securityholders to offer and sell up to 10,000,000 shares of Class A common stock in one or more offerings. The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The terms of any future offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering. We would not receive any proceeds from any sale of our Class A common stock by the selling securityholders.
Stock Repurchase Program
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 and ninemonths ended September 30, 2025, we repurchased 1.0 million and 3.0 million shares of our Class A common stock, respectively, for an aggregate amount of $10.0 million and $37.9 million, respectively, including costs associated with the repurchases. As of September 30, 2025, $40.4 million remained available under the stock repurchase program for Class A common stock and Class B unit repurchases. For additional information related to share repurchases, refer to Note 9-Stockholders' Equity to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Revolving Credit Facility
As of September 30, 2025, our Amended Loan Agreement provided us with access to a $75.0 million senior secured revolving credit facility with a maturity date of April 4, 2028 that is collateralized by security interests in substantially all of our assets. As of September 30, 2025 and December 31, 2024, there was no outstanding balance and up to $74.1 million of undrawn availability under the revolving credit facility.
The Amended Loan Agreement contains customary conditions to borrowings, events of default and covenants, and also contains a financial covenant requiring us to maintain a minimum fixed charge coverage ratio of 1.40 to 1 when undrawn availability under the Amended Loan Agreement is less than 25%. As of September 30, 2025, the Company was in compliance with all applicable covenants under the Amended Loan Agreement. We do not believe this covenant or any other provision in the Amended Loan Agreement will materially impact our liquidity or otherwise restrict our ability to execute on our business plan during or beyond the next 12 months from the date of this report.
We are a holding company with no operations of our own and are dependent on distributions from Viant Technology LLC to pay our taxes and satisfy any current or future cash requirements. Our Amended Loan Agreement imposes, and any future credit facilities may impose, limitations on our ability and the ability of Viant Technology LLC to pay dividends to third parties.
For further discussion of our Amended Loan Agreement, refer to Note 8-Revolving Credit Facility to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Cash Flows
Cash flows from operating, investing and financing activities, as reflected in the unaudited consolidated statements of cash flows included in Item 1 of this Quarterly Report, are summarized in the following table for the periods presented:
Nine Months Ended
September 30,
2025 2024
Consolidated Statements of Cash Flows Data
Cash flows provided by operating activities $ 19,531 $ 35,276
Cash flows used in investing activities (17,438) (13,421)
Cash flows used in financing activities (45,855) (23,681)
Net decrease in cash and cash equivalents $ (43,762) $ (1,826)
Cash Flows Provided by Operating Activities
Our cash flows from operating activities have been primarily influenced by growth in our operations, increases or decreases in collections from our customers and related payments to our suppliers of advertising media and data. Cash flows from operating activities have been affected by changes in our working capital, particularly changes in accounts receivable, accounts payable and accrued liabilities. The timing of cash receipts from customers and payments to suppliers can significantly impact our cash flows from operating activities. We typically pay suppliers in advance of collections from our customers. Our collection and payment cycles can vary from period to period. In addition, we expect seasonality to impact cash flows from operating activities on a quarterly basis.
Cash flows provided by operating activities was $19.5 million for the nine months ended September 30, 2025, resulting primarily from net income of $3.6 million; noncash add back adjustments to net income of $35.2 million, including $18.4 million for stock-based compensation, $13.7 million for depreciation and amortization and $3.1million for noncash lease expense; and a decrease of $19.3 million from changes in working capital, primarily including a net increase of $5.3 million in accounts receivable, prepaid assets and other assets related to higher sales and timing of customer collections due to seasonal fluctuations, as well as a net decrease of $19.7 million in accounts payable, accrued liabilities and accrued compensation related to timing of payments.
During the nine months ended September 30, 2024, cash flows provided by operating activities of $35.3 million resulted primarily from net income of $4.7 million, noncash add back adjustments to net income of $31.5 million primarily comprised of $15.3 million for stock-based compensation, $12.4 million for depreciation and amortization and $3.0 million for noncash lease expense as well as an increase from changes in working capital (excluding deferred revenue, operating lease liabilities and other liabilities) of $1.0 million.
Cash Flows Used in Investing Activities
Our primary investing activities have consisted of capital expenditures to develop our technology in support of enhancing our platform, cash paid for acquisitions and investments and purchases of property and equipment in support of our growth. We capitalize certain costs associated with creating and enhancing internally developed software related to our technology infrastructure that are recorded within property, equipment, and software, net. These costs include personnel and related employee benefit expenses for employees who are directly associated with and who devote time to platform development projects. Purchases of property and equipment and capitalized software development costs may vary from period-to-period due to the timing of the expansion of our operations, the addition or reduction of headcount and the timing of our platform development cycles. As a result of continued capitalized software development costs and the growth of our business, we expect our capital expenditures and our investment activity to continue to increase.
Cash flows used in investing activities was $17.4 million for the nine months ended September 30, 2025, resulting primarily from $12.6 million of investments in capitalized software to develop our technology in support of enhancing our platform, $3.5 million of cash paid for investments, $0.5 million of cash paid for acquisitions and $0.8 million of purchases of property and equipment.
During the ninemonths ended September 30, 2024, cash flows used in investing activities of $13.4million resulted from $11.1million of investments in capitalized software development costs and $2.3million of purchases of property and equipment.
Cash Flows Used in Financing Activities
Our financing activities have consisted primarily of issuances of our equity and payments of member distributions in accordance with their assumed tax liabilities, repurchases of stock in connection with the taxes paid related to the vesting of equity awards and repurchases of stock related to the stock repurchase program. Historical financing activities have also included proceeds
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
from borrowings and repayments of debt. Net cash provided by or used in financing activities has been and will be used to finance our operations, capital expenditures, platform development and growth.
Cash flows used in financing activities was $45.9 million for the nine months ended September 30, 2025, resulting primarily from $38.1 million for the repurchase of stock related to the stock repurchase program, $6.6 million for payments related to member tax distributions and $3.2 million for the repurchase of stock in connection with the taxes paid related to the vesting of equity awards, partially offset by $2.1 million of proceeds related to the exercise of stock options.
During the ninemonths ended September 30, 2024, cash used in financing activities of $23.7 million resulted from $8.5 million for the repurchase of stock in connection with the taxes paid related to the vesting of equity awards, $11.5 million for the repurchase of stock related to the stock repurchase program, $5.3 million for payments related to member tax distributions partially offset by $1.9 million of proceeds related to the exercise of stock options.
Critical Accounting Policies and Estimates
Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
An accounting policy is deemed to be critical if it requires an accounting estimate to be made on assumptions about matters that are highly uncertain at the time the estimate is made and have had or are reasonably likely to have a material impact on our financial condition or results of operations. We believe that the assumptions and estimates associated with the evaluation of revenue recognition criteria, including the determination of revenue recognition net versus gross assessment in our revenue arrangements, the assumptions used in the valuation models to determine the fair value of common stock and stock-based compensation and internal use software have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.
Since the date of our Annual Report on Form 10-K for the year ended December 31, 2024, 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."
Recently Issued Accounting Pronouncements
For information regarding recently issued accounting pronouncements, see Note 2-Basis of Presentation and Summary of Significant Accounting Policiesto our unaudited condensed consolidated financial statements.
Viant Technology Inc. published this content on November 10, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on November 10, 2025 at 21:46 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]