Viant Technology (NASDAQ: DSP) files 10-K/A to clarify 2024 internal controls

Rhea-AI Filing Summary

Viant Technology Inc. filed Amendment No. 1 to its 2024 annual report to correct and expand the section on controls and procedures. The update adds management’s explicit conclusion that the company’s internal control over financial reporting was effective as of December 31, 2024, based on the COSO 2013 framework, and confirms that disclosure controls and procedures were also effective at year-end.

Management excluded recently acquired IRIS.TV from the internal control assessment; IRIS.TV represented about 1% of total assets and less than 1% of total net revenues for 2024. As an emerging growth company, Viant is not required to include an auditor attestation on internal control. The amendment also notes new processes for accounting for the IRIS.TV acquisition, makes no other changes to the original filing, and includes updated officer certifications.

0001828791FYfalse2024iso4217:USDxbrli:shares00018287912024-01-012024-12-3100018287912024-06-300001828791us-gaap:CommonClassAMember2025-02-280001828791us-gaap:CommonClassBMember2025-02-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No.1

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________to__________

Commission File Number: 001-40015

__________________________________________________________________________

Viant Technology Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________________________________________

Delaware						85-3447553
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
			2722 Michelson Drive, Suite 100 Irvine, CA, 92612
(Address of principal executive offices and zip code)
			(949) 861-8888
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock, par value $0.001 per share

DSP

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

o

Accelerated filer

x

Emerging growth company

x

Non-accelerated filer

o

Smaller reporting company

x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price of the registrant's Class A common stock on the Nasdaq Global Select Market on June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $155.5 million.

As of February 28, 2025, there were 16,353,549 shares and 46,720,212 shares of the registrant’s Class A and Class B common stock, respectively, each $0.001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for its 2025 Annual Meeting of Stockholders, which the registrant intends to file pursuant to Regulation 14A with the Securities and Exchange Commission no later than 120 days after the registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for Viant Technology Inc. (“Company”) for the year ended December 31, 2024 filed with the Securities and Exchange Commission on March 3, 2025 (the “Original Filing”). This Amendment is being filed to revise Part II, Item 9A. “Controls and Procedures” (“Item 9A”) by adding a sentence disclosing management's assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, which was inadvertently omitted from Item 9A in the Original Filing due to a typographical error.

In accordance with Rule 12b-15 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment amends and restates Item 9A of the Original Filing in its entirety. In addition, as required by Rule 12b-15, new certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Amendment.

Except as described above or as otherwise expressly provided by the terms of this Amendment, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Filing. Accordingly, this Amendment should be read together with the Original Filing.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Annual Report. Based on such evaluation, our chief executive officer and chief financial officer have concluded that as of December 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). We maintain internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Internal control over financial reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of assets; providing reasonable assurance that transactions are recorded as necessary for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with authorizations of management and our board of directors; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on the consolidated financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.

Under the supervision and with the participation of our chief executive officer and chief financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

We have excluded from the scope of our assessment of internal control over financial reporting the operations and related assets of IRIS.TV, which we acquired on November 6, 2024. These exclusions are consistent with the SEC Staff guidance that an assessment of a recently acquired business may be omitted from the scope of our assessment of the effectiveness of disclosure controls and procedures that are also part of internal control over financial reporting in the twelve months following the acquisition. The total assets and total net revenues of IRIS.TV represent 1% and <1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

Attestation Report of the Independent Registered Public Accounting Firm

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting due to an exemption established by the JOBS Act for “emerging growth companies”.

Changes in Internal Control over Financial Reporting

As a result of the IRIS.TV acquisition, we have implemented new processes and controls over accounting for an acquisition, including determining the fair value of the assets acquired and liabilities assumed.

Except as disclosed above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(d) and 15d-15(d) under the Exchange Act) during the three months ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Disclosure Controls and Procedures

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.         

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Item 15. Exhibits and Financial Statement Schedules.

(a)The following documents are filed as a part of this Annual Report:

(1)No financial statements are filed with this Amendment

(2)No financial statement schedules are filed with this Amendment

(3)Exhibits:

The following exhibits are filed with this Amendment:

Exhibit Index

Exhibit Number						Description
31.1*						Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
101.INS						Inline XBRL Instance Document
101.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

*Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			VIANT TECHNOLOGY INC.
Date: December 10, 2025			By:			/s/ Tim Vanderhook
						Tim Vanderhook
						Chief Executive Officer and Chairman
						(Principal Executive Officer)

FAQ

What does Viant Technology (DSP) change in this 10-K/A amendment?

The amendment revises the controls and procedures section to add a sentence explicitly stating management’s conclusion on the effectiveness of internal control over financial reporting as of December 31, 2024, and provides updated officer certifications.

What is Viant Technology’s conclusion about its 2024 internal controls?

Management, including the CEO and CFO, concluded that as of December 31, 2024, both disclosure controls and procedures and internal control over financial reporting were effective, providing reasonable assurance over financial reporting and required disclosures.

How is the IRIS.TV acquisition treated in Viant Technology’s internal control assessment?

Viant excluded the operations and related assets of IRIS.TV, acquired on November 6, 2024, from its internal control assessment. IRIS.TV represented 1% of total assets and <1% of total net revenues for 2024, consistent with SEC staff guidance for recent acquisitions.

Why is there no auditor attestation on Viant Technology’s internal control over financial reporting?

The annual report does not include an auditor attestation on internal control because Viant Technology is an emerging growth company and uses the exemption provided by the JOBS Act from that requirement.

Did Viant Technology report any material changes in internal control during Q4 2024?

Aside from new processes and controls related to accounting for the IRIS.TV acquisition, the company states there were no other changes in internal control over financial reporting during the three months ended December 31, 2024 that materially affected, or are reasonably likely to materially affect, internal control.

Does this 10-K/A amendment change Viant Technology’s 2024 financial statements?

No financial statements or schedules are filed with this amendment. The company specifies that, other than the revised Item 9A and updated certifications, the original annual report remains unchanged and continues to speak as of its original filing date.