Viant Technology Inc.

11/09/2026 | Press release | Distributed by Public on 11/09/2026 15:46

Quarterly Report for Quarter Ending September 30, 2026 (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, 2025, which was filed with the Securities and Exchange Commission ("SEC") on March 11, 2026. 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. Our proprietary data, measurement, AI and other technology-enabled solutions enhance advertising planning, execution and performance. Programmatic advertising is rapidly taking market share from traditional ad sales channels, which require more staffing, offer less transparency and involve higher costs to buyers.
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 omnichannel platform, a marketer can easily buy ads on connected TV ("CTV"), streaming audio, digital out-of-home, mobile and desktop.
Additionally, our artificial intelligence product suite, ViantAI, is the foundational component of our long-term vision for autonomous advertising. We expect it to power every stage of the programmatic advertising lifecycle and create the most efficient and cost-effective experience for our customers. 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, AI Measurement and Analysis, which provides accessible measurement and insights via a user-friendly chat interface, and AI Decisioning, which automates planning, execution, measurement and dynamic optimization of campaigns in real-time. The launch of AI Decisioning was accompanied by the introduction of Outcomes, our autonomous advertising performance solution that utilizes each of the four phases of ViantAI, and various signals within our intelligence layer, to build and execute campaigns designed to deliver an optimal outcome.
Our DSP is an easy-to-use self-service platform that provides our customers with transparency and control over their advertising campaigns. Customers can choose to maintain hands-on control over every campaign detail or have our platform autonomously execute, optimize and measure their advertising investments. Our platform offers customers unique visibility across a variety of inventory, allowing them to create customized audience segments and leverage our proprietary data and addressability solutions, including Household ID ("HHID"), IRIS_ID, and attention signals, as well as strategic partner data, to reach target audiences at scale. Our platform delivers a full suite of forecasting, reporting and built-in automation that provides our customers with insights into available inventory based on the desired target audience. We offer advanced forecasting and reporting that empowers our customers with functionality designed to ensure they can accurately measure and improve their return on advertising spend across channels, a feature we believe helps us grow our customer base as more customers recognize its benefits.
We generate revenue from platform fees and fees related to the purchase of our proprietary data, measurement, and technology service offerings pursuant to agreements that enable a wide variety of marketers and their agencies to select the mix of pricing and service options that suits their unique business and advertising needs.
Our platform pricing options consist of a percentage of spend pricing option and a fixed cost per mille ("CPM") pricing option. Customers who prefer to use our platform on a self-service basis to execute their advertising campaigns enter into master service agreements ("MSAs") with us, and we generate revenue under these arrangements by charging a platform fee that is primarily 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.
We believe that offering a mix of pricing and service options provides greater flexibility for marketers and their advertising agencies seeking to plan, buy and measure programmatic campaigns using our platform and related data, measurement and technology-enabled solutions.
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, 2026 and 2025, respectively, include:
•Revenue of $110.4 million and $85.6 million, representing an increase of 29%;
•Gross profit of $51.6 million and $39.8 million, representing an increase of 30%;
•Contribution ex-TAC(1) of $67.2 million and $53.0 million, representing an increase of 27%;
•Net income of $2.6 million and $5.2 million, representing a decrease of 49%;
•Non-GAAP net income(1) of $13.4 million and $11.2 million, representing an increase of 20%; and
•Adjusted EBITDA(1) of $19.8 million and $16.0 million, representing an increase of 24%.
Our financial results for the nine months ended September 30, 2026 and 2025, respectively, include:
•Revenue of $303.2 million and $234.1 million, representing an increase of 30%;
•Gross profit of $133.5 million and $106.3 million, representing an increase of 26%;
•Contribution ex-TAC(1) of $177.7 million and $144.1 million, representing an increase of 23%;
•Net income (loss) of $(1.4) million and $3.6 million, representing a decrease of 139%;
•Non-GAAP net income(1) of $28.9 million and $22.0 million, representing an increase of 31%; and
•Adjusted EBITDA(1) of $43.8 million and $32.7 million, representing an increase of 34%.
(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 adoption and usage across our customer base, while also supporting ongoing customer acquisition. We believe many advertisers are in the early stages of moving a greater percentage of their advertising budgets to programmatic channels. By providing solutions for the planning, buying and measuring of their media spend across most channels, we believe we are well-positioned to capture more of our customers' programmatic budgets. We also continue to add functionality to our platform to encourage our customers to increase their usage. For instance, we continue to leverage artificial intelligence and machine learning in our platform to help our customers improve the efficiency and effectiveness of their advertising campaigns. We believe ViantAI will support continued market share gains and contribute to the expansion of our total addressable market. Further, we intend to continue to grow our sales and marketing efforts to increase awareness of our DSP and highlight the advantages of our proprietary data. On May 1, 2026, we completed our acquisition of TVision, adding attention measurement and data capabilities that we are integrating into our platform and broader product offerings alongside our existing measurement, data, content and identity capabilities. We believe these combined capabilities will enhance our measurement and optimization solutions and, over time, support increased adoption and usage of our platform.
We have also experienced strengthening advertiser demand, reflected in broad-based activity across advertiser industry verticals, continued demand for CTV, increased utilization of our proprietary data and expanded use of the ViantAI product suite, including increased adoption of Outcomes. We also continue to see engagement across our sales pipeline, including with enterprise brands, which we believe reflects advertiser interest in differentiated, independent and transparent buy-side alternatives. While the impact of these trends has varied and may continue to fluctuate from period-to-period, we believe they reflect ongoing interest in our platform and solutions, including our proprietary data and our CTV and AI-driven offerings.
We evaluate our financial performance based on changes in revenue and contribution ex-TAC. Separately, we use changes in advertiser spend as a qualitative indicator of our platform's market penetration. We define advertiser spend as the total amount billed to our customers for activity on our platform inclusive of the costs of advertising media, third-party data, other add-on features such as our proprietary data, measurement and technology-enabled solutions and our platform fee that we charge customers. For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, our revenue grew 30%. We believe growing customer adoption of our newer products and platform features continued to drive incremental revenue, gross profit and contribution ex-TAC during the nine months ended September 30, 2026. 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 and in sales and marketing to acquire new customers and increase our customers' usage of our platform and related offerings. We believe that these investments will contribute to our long-term growth.
Impact of Macroeconomic and Geopolitical Conditions
Macroeconomic conditions and geopolitical events, such as pandemics, inflation, high interest rates, tariffs, international trade conflicts, 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 customers, 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. We have benefitted from, and expect to continue to benefit from, the broader industry shift of advertising budgets from linear television to CTV, which is significantly expanding the total addressable market for programmatic advertising and has represented a growing portion of activity on our platform. We believe we are well-positioned to capitalize on this shift and momentum as advertisers increasingly allocate budgets to CTV. Any material change in the growth rate of digital advertising or the rate of adoption of programmatic advertising could affect our performance. Recent years have shown that advertising spend is closely tied to advertisers'
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
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, 2026 and 2025:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
Consolidated Statements of Operations Data:
Revenue $ 110,428 $ 85,582 $ 303,220 $ 234,077
Operating expenses(1):
Platform operations 58,820 45,743 169,695 127,793
Sales and marketing 21,650 16,740 58,401 46,453
Technology and development 10,741 7,703 28,719 22,305
General and administrative 17,351 11,165 52,349 38,142
Total operating expenses 108,562 81,351 309,164 234,693
Income (loss) from operations 1,866 4,231 (5,944) (616)
Total other expense (income), net (1,401) (1,463) (4,017) (4,346)
Income (loss) before income taxes 3,267 5,694 (1,927) 3,730
Provision for (benefit from) income taxes 649 541 (519) 97
Net income (loss) 2,618 5,153 (1,408) 3,633
Less: Net income (loss) attributable to noncontrolling interests 2,551 4,157 (909) 3,537
Net income (loss) attributable to Viant Technology Inc. $ 67 $ 996 $ (499) $ 96
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
(% of revenue*)
Consolidated Statements of Operations Data:
Revenue 100 % 100 % 100 % 100 %
Operating expenses(1):
Platform operations 53 % 53 % 56 % 55 %
Sales and marketing 20 % 20 % 19 % 20 %
Technology and development 10 % 9 % 9 % 10 %
General and administrative 16 % 13 % 17 % 16 %
Total operating expenses 98 % 95 % 102 % 100 %
Income (loss) from operations 2 % 5 % (2) % - %
Total other expense (income), net (1) % (2) % (1) % (2) %
Income (loss) before income taxes 3 % 7 % (1) % 2 %
Provision for (benefit from) income taxes 1 % 1 % - % - %
Net income (loss) 2 % 6 % - % 2 %
Less: Net income (loss) attributable to noncontrolling interests 2 % 5 % - % 2 %
Net income (loss) attributable to Viant Technology Inc. - % 1 % - % - %
*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 are as follows:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
Stock-based compensation:
Platform operations $ 992 $ 1,025 $ 2,635 $ 2,915
Sales and marketing 3,319 1,770 9,026 5,089
Technology and development 2,766 1,091 6,209 2,886
General and administrative 3,288 2,542 9,022 7,520
Total stock-based compensation $ 10,365 $ 6,428 $ 26,892 $ 18,410
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
Depreciation:
Platform operations $ 4,471 $ 3,627 $ 13,494 $ 10,623
Sales and marketing 127 81 353 234
Technology and development 494 873 1,478 2,180
General and administrative 57 47 162 132
Total depreciation $ 5,149 $ 4,628 $ 15,487 $ 13,169
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
Amortization:
Platform operations $ 525 $ 133 $ 1,080 $ 383
Sales and marketing - - - -
Technology and development - - - -
General and administrative 219 46 363 138
Total amortization $ 744 $ 179 $ 1,443 $ 521
Comparison of the Three Months Ended September 30, 2026 and 2025
Revenue
Three Months Ended
September 30, 		Change
2026 2025 $ %
Revenue $ 110,428 $ 85,582 $ 24,846 29 %
Revenue increased by $24.8 million, or 29%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily due to a 81% increase in revenue from marketers in the healthcare and public services industry verticals, while revenue attributable to marketers across our remaining industry verticals increased 7%.
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
2026 2025 $ %
Traffic acquisition costs $ 43,194 $ 32,592 $ 10,602 33 %
Other platform operations 15,626 13,151 2,475 19 %
Total platform operations $ 58,820 $ 45,743 $ 13,077 29 %
Percentage of revenue 53 % 53 %
Platform operations expense increased by $13.1 million, or 29%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This increase was primarily due to a $10.6 million increase in TAC, a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option. The increase was also due to higher other platform operations expense which was driven by a $1.2 million increase in depreciation and amortization expense driven by our continued investment in developed technology, a $0.7 million increase in personnel costs, a $0.4 million increase in technology costs in support of our DSP, and a $0.2 million increase in cloud and data center services.
Sales and Marketing
Three Months Ended
September 30, 		Change
2026 2025 $ %
Sales and marketing $ 21,650 $ 16,740 $ 4,910 29 %
Percentage of revenue 20 % 20 %
Sales and marketing expense increased by $4.9 million, or 29%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This increase was primarily due to a $3.6 million increase in personnel costs, a $1.5 million increase in stock-based compensation and a $0.1 million increase in travel and entertainment expense partially offset by a $0.3 million decrease in advertising expense.
Technology and Development
Three Months Ended
September 30, 		Change
2026 2025 $ %
Technology and development $ 10,741 $ 7,703 $ 3,038 39 %
Percentage of revenue 10 % 9 %
Technology and development expense increased by $3.0 million, or 39%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This increase was primarily due to a $1.7 million increase in stock-based compensation, a $1.0 million increase in personnel costs, a $0.6 million increase in technology costs in support of our DSP and a $0.1 million increase in facilities expense, partially offset by a $0.4 million decrease in depreciation expense.
General and Administrative
Three Months Ended
September 30, 		Change
2026 2025 $ %
General and administrative $ 17,351 $ 11,165 $ 6,186 55 %
Percentage of revenue 16 % 13 %
General and administrative expense increased by $6.2 million, or 55%, during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This increase was primarily due to a $2.6 million increase in accounting and legal expenses associated with general corporate, compliance, and transaction-related matters, a $1.8 million increase in personnel costs, a $0.7 million increase in stock-based compensation, a $0.4 million increase in bad debt expense, a $0.3 million increase in travel and entertainment expense, a $0.2 million increase in amortization expense and a $0.2 million increase in facilities 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
2026 2025 $ %
Total other expense (income), net $ (1,401) $ (1,463) $ 62 (4) %
Percentage of revenue (1) % (2) %
Total other income, net decreased 4% during the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This decrease was due to a decrease in interest income on cash and cash equivalents driven by lower interest rates and lower average money market fund balances for the three months ended September 30, 2026.
For the three months ended September 30, 2026 and 2025, total interest cost incurred was $0.1 million and $0.1 million, respectively. Interest costs capitalized during the three months ended September 30, 2026 and 2025 were zero.
Provision For (Benefit From) Income Taxes
Three Months Ended
September 30, 		Change
2026 2025 $ %
Provision for (benefit from) income taxes $ 649 $ 541 $ 108 20 %
Percentage of revenue 1 % 1 %
The U.S. federal statutory tax rate was 21% for the three months ended September 30, 2026 and 2025. The provision for income taxes was $0.6 million for the three months ended September 30, 2026, attributable to net income for the period. The net increase in provision relates to a full valuation allowance through September 30, 2025, which drove the prior year annual effective tax rate down. The provision for income taxes was $0.5 million for the three months ended September 30, 2025 attributable to net income for the period.
Comparison of the Nine Months Ended September 30, 2026 and 2025
Revenue
Nine Months Ended
September 30, 		Change
2026 2025 $ %
Revenue $ 303,220 $ 234,077 $ 69,143 30 %
Revenue increased by $69.1 million, or 30%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily due to a 61% increase in revenue from marketers in the healthcare and public services industry verticals, while revenue attributable to marketers across our remaining industry verticals increased 17%.
Operating Expenses
Platform Operations
Nine Months Ended
September 30, 		Change
2026 2025 $ %
Traffic acquisition costs $ 125,485 $ 89,985 $ 35,500 39 %
Other platform operations 44,210 37,808 6,402 17 %
Total platform operations $ 169,695 $ 127,793 $ 41,902 33 %
Percentage of revenue 56 % 55 %
Platform operations expense increased by $41.9 million, or 33%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was primarily due to a $35.5 million increase in TAC, a variable function of revenue related to our fixed CPM pricing option and certain arrangements related to our percentage of spend pricing option. The increase was also due to higher other platform operations expense which was driven by a $3.6 million increase in depreciation and amortization expense, a $1.6 million increase in personnel costs, a $0.9 million increase in technology costs in support of our DSP, a
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
$0.5 million increase in cloud and data center services and a $0.1 million increase in facilities expense, partially offset by a $0.3 million decrease in stock-based compensation.
Sales and Marketing
Nine Months Ended
September 30, 		Change
2026 2025 $ %
Sales and marketing $ 58,401 $ 46,453 $ 11,948 26 %
Percentage of revenue 19 % 20 %
Sales and marketing expense increased by $11.9 million, or 26%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was primarily due to a $6.8 million increase in personnel costs, a $3.9 million increase in stock-based compensation, a $1.1 million increase in travel and entertainment expense and a $0.2 million increase in facilities expense, partially offset by a $0.1 million decrease in advertising expense.
Technology and Development
Nine Months Ended
September 30, 		Change
2026 2025 $ %
Technology and development $ 28,719 $ 22,305 $ 6,414 29 %
Percentage of revenue 9 % 10 %
Technology and development expense increased by $6.4 million, or 29%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was primarily due to a $3.3 million increase in stock-based compensation, a $2.1 million increase in personnel costs, a $1.3 million increase in technology costs in support of our DSP, a $0.2 million increase in travel and entertainment expense and a $0.2 million increase in facilities expense, partially offset by a $0.7 million decrease in depreciation expense.
General and Administrative
Nine Months Ended
September 30, 		Change
2026 2025 $ %
General and administrative $ 52,349 $ 38,142 $ 14,207 37 %
Percentage of revenue 17 % 16 %
General and administrative expense increased by $14.2 million, or 37%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This increase was primarily due to a $5.9 million increase in accounting, legal, and consulting expenses associated with general corporate, compliance, and transaction-related matters, a $5.5 million increase in personnel costs, a $1.5 million increase in stock-based compensation, a $1.0 million increase in bad debt expense, a $0.3 million increase in depreciation and amortization and a $0.2 million increase in facilities expense, partially offset by a $0.2 million decrease in business insurance.
Total Other Expense (Income), Net
Nine Months Ended
September 30, 		Change
2026 2025 $ %
Total other expense (income), net $ (4,017) $ (4,346) $ 329 (8) %
Percentage of revenue (1) % (2) %
Total other income, net decreased by $0.3 million, or 8%, during the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This decrease was primarily attributable to a decrease in interest income on cash and cash equivalents driven by lower interest rates and lower average money market fund balances.
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, 2026 and 2025, total interest cost incurred was $0.3 million and $0.3 million, respectively. Interest costs capitalized during the nine months ended September 30, 2026 and 2025 were zero.
Provision For (Benefit From) Income Taxes
Nine Months Ended
September 30, 		Change
2026 2025 $ %
Provision for (benefit from) income taxes $ (519) $ 97 $ (616) (635) %
Percentage of revenue - % - %
The U.S. federal statutory tax rate was 21% for the nine months ended September 30, 2026 and 2025. The benefit from income taxes was $0.5 million for the nine months ended September 30, 2026, attributable to year-to-date loss and excess tax benefit on vested stock-based compensation that will be realized during the year. The provision for income taxes was $0.1 million for the nine months ended September 30, 2025, attributable to year-to-date income.
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. Some of these potential limitations include:
•other companies, including companies in our industry that have similar business arrangements, may report 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 these non-GAAP financial measures do not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; and
•these non-GAAP financial measures do 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.
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,
2026 2025 Change (%) 2026 2025 Change (%)
(NM = Not Meaningful)
Operating and Financial Performance Measures
Gross profit $ 51,608 $ 39,839 30 % $ 133,525 $ 106,284 26 %
Contribution ex-TAC $ 67,234 $ 52,990 27 % $ 177,735 $ 144,092 23 %
Total operating expenses $ 108,562 $ 81,351 33 % $ 309,164 $ 234,693 32 %
Non-GAAP operating expenses $ 47,404 $ 36,961 28 % $ 133,944 $ 111,378 20 %
Net income (loss) $ 2,618 $ 5,153 (49) % $ (1,408) $ 3,633 (139) %
Adjusted EBITDA $ 19,830 $ 16,029 24 % $ 43,791 $ 32,714 34 %
Net income (loss) as a percentage of gross profit 5 % 13 % NM (1) % 3 % NM
Adjusted EBITDA as a percentage of contribution ex-TAC 29 % 30 % NM 25 % 23 % NM
Non-GAAP net income (loss) $ 13,431 $ 11,205 20 % $ 28,928 $ 22,004 31 %
Earnings (loss) per share-basic $ 0.00 $ 0.06 (100) % $ (0.03) $ 0.01 NM
Earnings (loss) per share-diluted $ 0.00 $ 0.06 (100) % $ (0.03) $ 0.00 NM
Non-GAAP earnings (loss) per share-basic $ 0.14 $ 0.12 17 % $ 0.38 $ 0.26 46 %
Non-GAAP earnings (loss) per share-diluted $ 0.13 $ 0.12 8 % $ 0.34 $ 0.23 48 %
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,
2026 2025 2026 2025
Revenue $ 110,428 $ 85,582 $ 303,220 $ 234,077
Less: Platform operations (58,820) (45,743) (169,695) (127,793)
Gross profit 51,608 39,839 133,525 106,284
Add: Other platform operations 15,626 13,151 44,210 37,808
Contribution ex-TAC $ 67,234 $ 52,990 $ 177,735 $ 144,092
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, net, less TAC, stock-based compensation, depreciation, amortization and certain other items that are not related to our core operations, such as acquisition and restructuring costs and non-operational media purchases. 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,
2026 2025 2026 2025
Operating expenses:
Platform operations $ 58,820 $ 45,743 $ 169,695 $ 127,793
Sales and marketing 21,650 16,740 58,401 46,453
Technology and development 10,741 7,703 28,719 22,305
General and administrative 17,351 11,165 52,349 38,142
Total operating expenses 108,562 81,351 309,164 234,693
Less:
Traffic acquisition costs (43,194) (32,592) (125,485) (89,985)
Stock-based compensation (10,365) (6,428) (26,892) (18,410)
Depreciation and amortization (5,893) (4,807) (16,930) (13,690)
Acquisition and restructuring costs(1)
(1,706) - (5,913) (667)
Non-operational media purchases(2)
- (563) - (563)
Non-GAAP operating expenses $ 47,404 $ 36,961 $ 133,944 $ 111,378
(1)Acquisition and restructuring costs primarily consist of costs incurred related to our contemplated and completed transactions for the three and nine months ended September 30, 2026 and the nine months ended September 30, 2025.
(2)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.
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 acquisition and restructuring costs, non-operational media purchases as well as Tax Receivable Agreement ("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.
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 are used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that the exclusion of the amounts eliminated in calculating adjusted EBITDA can provide a measure for period-to-period comparisons of our business. Adjusted EBITDA as a percentage of contribution ex-TAC is used by our management and board of directors to evaluate adjusted EBITDA relative to our profitability after costs that are directly variable to revenues, which comprise TAC. Accordingly, we believe that adjusted EBITDA and adjusted EBITDA as a percentage of contribution ex-TAC provide information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board of directors.
The following table presents a reconciliation of net loss to adjusted EBITDA for the periods presented:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
Net income (loss) $ 2,618 $ 5,153 $ (1,408) $ 3,633
Add back (less):
Interest income, net (1,401) (1,463) (4,017) (4,671)
Provision for (benefit from) income taxes 649 541 (519) 97
Depreciation and amortization 5,893 4,807 16,930 13,690
Stock-based compensation 10,365 6,428 26,892 18,410
Acquisition and restructuring costs(1)
1,706 - 5,913 667
Non-operational media purchases(2)
- 563 - 563
TRA remeasurement expense(3)
- - - 325
Adjusted EBITDA $ 19,830 $ 16,029 $ 43,791 $ 32,714
(1)Acquisition and restructuring costs primarily consist of costs incurred related to our contemplated and completed transactions for the three and nine months ended September 30, 2026 and the nine months ended September 30, 2025.
(2)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.
(3)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 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,
2026 2025 2026 2025
Gross profit $ 51,608 $ 39,839 $ 133,525 $ 106,284
Net income (loss) $ 2,618 $ 5,153 $ (1,408) $ 3,633
Net income (loss) as a percentage of gross profit 5 % 13 % (1) % 3 %
Contribution ex-TAC(1)
$ 67,234 $ 52,990 $ 177,735 $ 144,092
Adjusted EBITDA $ 19,830 $ 16,029 $ 43,791 $ 32,714
Adjusted EBITDA as a percentage of contribution ex-TAC 29 % 30 % 25 % 23 %
(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 acquisition and restructuring costs, non-operational media purchases as well as TRA remeasurement expense and 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
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
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.
The following table presents a reconciliation of net loss to non-GAAP net income for the periods presented:
Three Months Ended
September 30, 		Nine Months Ended
September 30,
2026 2025 2026 2025
Net income (loss) $ 2,618 $ 5,153 $ (1,408) $ 3,633
Add back (less):
Stock-based compensation 10,365 6,428 26,892 18,410
Acquisition and restructuring costs(1)
1,706 - 5,913 667
Non-operational media purchases(2)
- 563 - 563
TRA remeasurement expense(3)
- - - 325
Income tax benefit (expense) related to Viant Technology Inc.'s share of non-GAAP pre-tax income (loss)(4)
(1,258) (939) (2,469) (1,594)
Non-GAAP net income $ 13,431 $ 11,205 $ 28,928 $ 22,004
(1)Acquisition and restructuring costs primarily consist of costs incurred related to our contemplated and completed transactions for the three and nine months ended September 30, 2026 and the nine months ended September 30, 2025.
(2)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.
(3)TRA remeasurement expense reflects the remeasurement of the TRA liability for the nine months ended September 30, 2025.
(4)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, 2026 and 2025 is calculated using assumed blended tax rates of 25% and 27%, 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 acquisition and restructuring costs, non-operational media purchases as well as TRA remeasurement expense and 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
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
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, excluding contingently returnable shares. Shares of our Class B common stock do not share in our earnings or losses and are therefore not participating securities. As such, separate 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 contingently returnable shares issued in connection with the TVision acquisition. Class B common stock is included using the if-converted method. Diluted non-GAAP earnings (loss) per share of Class A common stock considers the impact of potentially dilutive securities except to the extent their inclusion would be anti-dilutive. Shares of our Class B common stock, restricted stock units ("RSUs"), performance stock units ("PSUs"), nonqualified stock options ("NQSOs"), and contingently returnable shares are considered potentially dilutive shares of Class A common stock.
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, 2026 Three Months Ended September 30, 2025
Earnings
(Loss) per
Share 		Non-GAAP
Earnings (Loss)
per Share 		Earnings
(Loss) per
Share 		Non-GAAP
Earnings (Loss)
per Share
Numerator
Net income $ 2,618 $ 2,618 $ 5,153 $ 5,153
Adjustments:
Add back: Stock-based compensation - 10,365 - 6,428
Add back: Acquisition and restructuring costs(1)
- 1,706 - -
Add back: Non-operational media purchases(2)
- - - 563
Income tax benefit (expense) related to Viant Technology Inc.'s share of non-GAAP pre-tax income (loss)(3)
- (1,258) - (939)
Non-GAAP net income 2,618 13,431 5,153 11,205
Less: Net income attributable to noncontrolling interests(4)
2,551 10,583 4,157 9,216
Net income attributable to Viant Technology Inc.-basic $ 67 $ 2,848 $ 996 $ 1,989
Add back: Reallocation of net income attributable to noncontrolling interest from the assumed exchange of RSUs and NQSOs for Class A common stock - 477 139 359
Income tax benefit (expense) from the assumed exchange of dilutive securities for Class A common stock - (126) (38) (97)
Net income attributable to Viant Technology Inc.-diluted $ 67 $ 3,199 $ 1,097 $ 2,251
Denominator
Weighted-average shares of Class A common stock outstanding -basic 20,660 20,660 16,331 16,331
Effect of dilutive securities:
RSUs - 994 810 810
NQSOs - 2,093 2,038 2,038
Contingent shares(5)
563 563 - -
Weighted-average shares of Class A common stock outstanding -diluted 21,223 24,310 19,179 19,179
Earnings (loss) per share of Class A common stock-basic $ 0.00 $ 0.14 $ 0.06 $ 0.12
Earnings (loss) per share of Class A common stock-diluted $ 0.00 $ 0.13 $ 0.06 $ 0.12
Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock-diluted:
RSUs 6,718 - - -
NQSOs 4,138 - - -
PSUs(6)
487 487 - -
Shares of Class B common stock 45,290 45,290 45,755 45,755
Total shares excluded from earnings (loss) per share of Class A common stock-diluted 56,633 45,777 45,755 45,755
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
(1)Acquisition and restructuring costs primarily consist of costs incurred related to our contemplated and completed transactions for the three months ended September 30, 2026.
(2)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.
(3)The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for the three months ended September 30, 2026 and 2025 is calculated using assumed blended tax rates of 25% and 27%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.
(4)The adjustment to net income (loss) attributable to noncontrolling interests represents the applicable non-GAAP reconciling items shown above attributed to the noncontrolling interests outstanding during the period.
(5)Represents shares issued as consideration in the TVision acquisition that are contingently returnable in connection with certain post-closing indemnification matters.
(6)Number of securities outstanding at the end of the period that were excluded from the computation of diluted non-GAAP 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.
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, 2026 		Nine Months Ended
September 30, 2025
Earnings
(Loss) per
Share 		Non-GAAP
Earnings (Loss)
per Share 		Earnings
(Loss) per
Share 		Non-GAAP
Earnings (Loss)
per Share
Numerator
Net income (loss) $ (1,408) $ (1,408) $ 3,633 $ 3,633
Adjustments:
Add back: Stock-based compensation - 26,892 - 18,410
Add back: Acquisition and restructuring costs(1)
- 5,913 - 667
Add back: Non-operational media purchases(2)
- - - 563
Add back: TRA remeasurement expense(3)
- - - 325
Income tax benefit (expense) related to Viant Technology Inc.'s share of non-GAAP pre-tax income (loss)(4)
- (2,469) - (1,594)
Non-GAAP net income (loss) (1,408) 28,928 3,633 22,004
Less: Net income (loss) attributable to noncontrolling interests(5)
(909) 21,546 3,537 17,811
Net income (loss) attributable to Viant Technology Inc.-basic $ (499) $ 7,382 $ 96 $ 4,193
Add back: Reallocation of net loss attributable to noncontrolling interest from the assumed exchange of RSUs and NQSOs for Class A common stock - - 5 854
Income tax benefit (expense) from the assumed exchange of dilutive securities for Class A common stock - - (1) (231)
Add back: Net income (loss) attributable to noncontrolling interests(5)
- 21,546 - -
Income tax expense (benefit) related to the Company's share of non-GAAP pre-tax loss(4)
- (5,702) - -
Net income (loss) attributable to Viant Technology Inc.-diluted $ (499) $ 23,226 $ 100 $ 4,816
Denominator
Weighted-average shares of Class A common stock outstanding -basic 19,279 19,279 16,255 16,255
Effect of dilutive securities:
RSUs - 1,013 1,967 1,967
NQSOs - 1,941 2,514 2,514
Contingent shares(6)
- 316 - -
Shares of Class B Common stock - 45,485 - -
Weighted-average shares of Class A common stock outstanding -diluted 19,279 68,034 20,736 20,736
Earnings (loss) per share of Class A common stock-basic $ (0.03) $ 0.38 $ 0.01 $ 0.26
Earnings (loss) per share of Class A common stock-diluted $ (0.03) $ 0.34 $ 0.00 $ 0.23
Anti-dilutive shares excluded from earnings (loss) per share of Class A common stock-diluted:
RSUs 6,718 - - -
NQSOs 4,138 - - -
PSUs(7)
487 487 - -
Contingent shares(6)
563 - - -
Shares of Class B common stock 45,290 - 45,755 45,755
Total shares excluded from earnings (loss) per share of Class A common stock-diluted 57,196 487 45,755 45,755
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
(1)Acquisition and restructuring costs primarily consist of costs incurred related to our contemplated and completed transactions for the nine months ended September 30, 2026 and 2025.
(2)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.
(3)TRA remeasurement expense reflects the remeasurement of the TRA liability for the nine months ended September 30, 2025.
(4)The estimated income tax effect of our share of income (loss) after non-GAAP reconciling items for the nine months ended September 30, 2026 and 2025 is calculated using assumed blended tax rates of 25% and 27%, respectively, which represent our expected corporate tax rates, excluding discrete and non-recurring tax items.
(5)The adjustment to net income (loss) attributable to noncontrolling interests represents the applicable non-GAAP reconciling items shown above attributed to the noncontrolling interests outstanding during the period.
(6)Represents shares issued as consideration in the TVision acquisition that are contingently returnable in connection with certain post-closing indemnification matters.
(7)Number of securities outstanding at the end of the period that were excluded from the computation of diluted non-GAAP 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.
Liquidity and Capital Resources
As of September 30, 2026, we had cash and cash equivalents of $183.2 million and working capital, consisting of current assets less current liabilities, of $198.3 million, compared to cash and cash equivalents of $191.2 million and working capital of $219.2 million as of December 31, 2025.
Our primary sources of cash are revenues derived from the programmatic purchase of advertising on our platform and related data, measurement, and other technology-enabled offerings, and our existing cash and cash equivalents, although we have addressed, and may in the future address, our liquidity needs by utilizing our borrowing capacity under the asset-based revolving credit and security agreement we have with PNC Bank (as amended in April 2023) (the "Amended Loan Agreement"), obtaining debt financing from other sources or raising additional funds by issuing equity.
Our primary uses of cash are capital expenditures to develop, maintain, and expand our technology, data, and measurement capabilities in support of enhancing our platform; purchases of property and equipment in support of our expanding headcount as a result of our growth; other expenditures to finance our operations, platform development and rapid growth; future minimum payments under our non-cancelable operating leases; repurchases under the stock repurchase program; and acquisitions and investments. We intend to continue investing in critical areas of our business for the remainder of 2026 and into 2027 to further accelerate demand for our products 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 flows generated from our operations and the undrawn availability under our revolving credit facility will be sufficient to meet our cash requirements over the next 12 months from the date of this report. We believe we will meet longer-term expected future cash requirements and obligations beyond the next 12 months through a combination of existing cash and cash equivalents, cash flow from operations and other sources of liquidity, which could include the undrawn availability under our revolving credit facility and issuances of equity securities or debt offerings. Our ability to fund longer-term operating needs will depend on our ability to generate positive cash flows through operations, our ability to access the capital markets and other factors, including those discussed under the section titled "Risk Factors" in this Quarterly Report.
Commitments
As of September 30, 2026, our material cash requirements from non-cancelable contractual obligations with an original duration of over one year included future minimum payments under our non-cancelable operating leases, which we estimate will be approximately $1.5 million for the remainder of 2026, $6.3 million in 2027, $4.5 million in 2028, $3.9 million in 2029, and $3.8 million in 2030, and non-cancelable contractual agreements primarily related to the hosting of our data storage, processing and other computing services, which we estimate will be approximately $4.2 million for the remainder of 2026, $13.4 million in 2027, $4.1 million in 2028 and $0.5 million in 2029.
We did not have any other off-balance sheet arrangements as of September 30, 2026 other than the minimum payments under our hosting arrangements and the indemnification agreements described above and in Note 14-Commitments and Contingencies to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
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 our initial public offering ("IPO"), we entered into a TRA with Viant Technology LLC, continuing members of Viant Technology LLC and the TRA Representative (as defined in the TRA) on February 9, 2021, as described under Note 11-Income Taxes and Tax Receivable Agreement to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report. As of September 30, 2026, we concluded that it was more likely than not that our deferred tax assets subject to the TRA will be realized. Therefore, we recorded a liability related to the tax savings we may realize from utilization of such deferred tax assets. As of September 30, 2026, the total liability for the TRA was approximately $13.2 million. If utilization of the deferred tax asset subject to the TRA becomes not more likely than not in the future, we may reverse the liability related to the TRA which will be recognized as a reduction in other expenses within the consolidated statements of operations.
From time to time, our subsidiary, Viant Technology LLC, makes cash distributions on a pro rata basis to its members to the extent 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. Our board of directors authorized an increase to the stock repurchase program, effective November 9, 2026, enabling the Company to repurchase up to an additional $50.0 million of the Company's Class A common stock or Class B units of Viant Technology LLC. During the three months ended September 30, 2026, we repurchased 0.5 million shares of our Class A common stock for an aggregate amount of $5.5 million, including costs associated with the repurchases. During the nine months ended September 30, 2026, we repurchased 0.5 million shares of our Class A common stock for an aggregate amount of $6.5 million, including costs associated with the repurchases. As of September 30, 2026, $33.9 million remained available under the stock repurchase program for Class A common stock and Class B unit repurchases. For additional information related to share repurchases, refer to Note 10-Stockholders' Equity to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report.
Revolving Credit Facility
As of September 30, 2026, 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, 2026 and December 31, 2025, 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, 2026, 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 9-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,
2026 2025
Consolidated Statements of Cash Flows Data
Cash flows provided by operating activities $ 35,713 $ 19,531
Cash flows used in investing activities (30,378) (17,438)
Cash flows used in financing activities (13,277) (45,855)
Net decrease in cash and cash equivalents $ (7,942) $ (43,762)
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 $35.7 million for the nine months ended September 30, 2026, resulting primarily from net loss of $1.4 million; noncash add back adjustments to net loss of $47.9 million, including $26.9 million for stock-based compensation, $16.9 million for depreciation and amortization, $3.7 million for noncash lease expense, $(0.8) million for deferred tax assets; and a decrease of $10.8 million from changes in working capital, primarily including a net decrease of $4.0 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 $5.4 million in accounts payable, accrued liabilities and accrued compensation related to timing of payments.
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 $3.1 million 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 the 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.
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 $30.4 million for the nine months ended September 30, 2026, resulting primarily from $15.4 million in cash paid for acquisitions, $13.5 million of investments in capitalized software to develop our technology in support of enhancing our platform and $1.4 million of purchases of property and equipment.
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, $0.8 million of purchases of property and equipment and $0.5 million of cash paid for acquisitions.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(unaudited; tabular dollars in thousands, except per share data)
Cash Flows Used in Financing Activities
Our financing activities have consisted primarily of 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, repurchases of stock related to the stock repurchase program and proceeds related to the exercise of stock options. 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 $13.3 million for the nine months ended September 30, 2026, resulting primarily from $7.7 million for the repurchase of stock in connection with the taxes paid related to the vesting of equity awards, $5.9 million for the repurchase of stock related to the stock repurchase program, $0.7 million for payments related to member tax distributions, and $0.3 million for payments on the tax receivable agreement liability, partially offset by $1.3 million of proceeds related to the exercise of stock options.
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.
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 net versus gross revenue recognition in our customer arrangements, the assumptions used in the valuation models to determine the fair value of common stock and stock-based compensation, the estimates and judgment involved in the capitalization of internal-use software development costs, the judgment in estimating deferred tax assets and liabilities, including the realizability of deferred tax assets, and the judgment in estimating the TRA liability, have the greatest potential impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates.
In connection with the TVision acquisition, we made estimates regarding the fair values and useful lives of acquired intangible assets, including developed technology, trademarks and tradenames, customer relationships and panelist relationships, as well as deferred tax assets and goodwill. These estimates involved assumptions regarding future cash flows and revenue growth rates, useful lives, customer and panelist relationships, discount rates, royalty rates and other factors. The purchase price allocation remains preliminary and may be revised during the measurement period as additional information becomes available.
Except for the estimates associated with the preliminary accounting for the TVision acquisition discussed above, since the date of our Annual Report on Form 10-K for the year ended December 31, 2025, there have been no material changes in our critical accounting policies and estimates disclosed in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Recently Issued Accounting Pronouncements
For information regarding recently issued accounting pronouncements, see Note 2-Basis of Presentation and Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements.
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