Viant (DSP) buys TVision in $40M AI-driven TV attention data acquisition
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Viant Technology Inc. has entered into a definitive Agreement and Plan of Merger to acquire TVision Insights Inc., which will become a wholly owned subsidiary after Merger Sub is combined with it. The deal values TVision at $40.0 million, consisting of $22.5 million in cash and 1,656,701 shares of Viant Class A common stock, based on an agreed equity value of $17.5 million for the stock portion. These shares are being issued as unregistered equity under a Section 4(a)(2) exemption and are locked up, with half becoming transferable six months after closing and the remainder after twelve months. Viant expects the transaction to close in the second quarter of 2026 and has reaffirmed its first quarter 2026 guidance. The company highlights that TVision’s second‑by‑second TV attention measurement will be integrated into Viant’s AI‑powered programmatic advertising platform to enhance targeting, optimization, and measurement capabilities for advertisers.
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Insights
Viant is using a $40M cash‑stock deal to deepen TV attention data within its AI ad platform.
Viant is acquiring TVision for a stated total consideration of $40.0 million, split between $22.5 million cash and an equity component valued at $17.5 million. TVision’s panel-based attention metrics will be embedded into Viant’s AI-powered buying and measurement stack.
The stock portion is delivered through 1,656,701 unregistered Class A shares, issued under a Section 4(a)(2) exemption and subject to staggered lock-ups at six and twelve months after closing. This structure blends cash outlay with equity while aligning TVision holders with post-deal performance.
The company also reaffirmed its first quarter 2026 guidance, signaling no immediate change to near-term expectations tied to the acquisition timing. Actual financial impact will depend on integration progress after the expected Q2 2026 closing and how advertisers adopt attention-based signals inside Viant’s platform.
8-K Event Classification
4 items: 2.02, 3.02, 8.01, 9.01
4 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Total acquisition consideration: $40.0 million
Cash portion of consideration: $22.5 million
Equity value portion: $17.5 million
+3 more
6 metrics
Total acquisition consideration
$40.0 million
Purchase price for TVision per definitive agreement
Cash portion of consideration
$22.5 million
Cash paid at closing for TVision acquisition
Equity value portion
$17.5 million
Value of Viant Class A shares in consideration
Shares issued as equity consideration
1,656,701 shares
Viant Class A common stock for TVision holders
Lock-up schedule
50% at 6 months, 50% at 12 months
Transferability of equity consideration after closing
Closing timeframe
Q2 2026
Expected closing period for TVision acquisition
Key Terms
Agreement and Plan of Merger, Equity Consideration, Section 4(a)(2) of the Securities Act, volume-weighted average price, +2 more
6 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Agreement”) with TII Merger Sub Inc."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Equity Consideration financial
"1,656,701 shares of the Company’s Class A common stock (the “Equity Consideration”)"
Equity consideration is when a buyer pays for an acquisition, asset or deal by giving shares instead of cash, so the seller becomes a part-owner of the combined business. Investors care because issuing shares changes who owns and controls the company and can dilute existing shareholders, while also aligning the seller’s incentives with future performance — similar to taking a stake in a venture instead of a one-time cash payment.
Section 4(a)(2) of the Securities Act regulatory
"being offered and issued in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
volume-weighted average price financial
"based on an agreed equity value of $17.5 million divided by the volume-weighted average price"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
lock-up financial
"The Equity Consideration will be subject to a lock-up, with fifty percent (50%) of such shares becoming transferable"
A lock-up is an agreement that prevents company insiders, early investors or employees from selling their shares for a set period after a public share offering. It matters to investors because it temporarily limits the number of shares available to trade—like a scheduled hold on extra inventory—and when that hold ends a large number of shares can enter the market, potentially putting downward pressure on the stock price and revealing insiders’ confidence in the company.
forward-looking statements regulatory
"This press release contains forward-looking statements, including statements regarding the expected benefits of the proposed acquisition"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 14, 2026
__________________________________________________________________
(Exact name of registrant as specified in its charter)
__________________________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices and zip code)
(949 ) 861-8888
Registrant’s telephone number, including area code
__________________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
The (Nasdaq Global Select Market) | ||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth 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
Item 2.02 Results of Operations and Financial Condition.
On April 15, 2026, Viant Technology Inc. (the “Company”) issued a press release announcing its entry into the Agreement (as defined below), which included a reaffirmation of the Company’s guidance for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as otherwise expressly stated in such filing.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth below in Item 8.01 of this Current Report with respect to the Equity Consideration (as defined below) is incorporated herein by reference.
Item 8.01 Other Events.
On April 14, 2026, the Company entered into an Agreement and Plan of Merger (the “Agreement”) with TII Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”), TVision Insights Inc. (“Target”) and Shareholder Representative Services LLC, as representative of the securityholders of Target. Pursuant to the terms of the Agreement, Merger Sub will merge with and into Target, with Target thereafter continuing as a wholly owned subsidiary of the Company (the “Merger”). The Merger is subject to the satisfaction or waiver of customary closing conditions, and the Company expects the Merger to be completed in the second quarter of 2026.
The consideration payable by the Company at the closing of the Merger will be $22.5 million in cash and 1,656,701 shares of the Company’s Class A common stock (the “Equity Consideration”). The number of shares of Equity Consideration was determined based on an agreed equity value of $17.5 million divided by the volume-weighted average price of the Company’s Class A common stock over the ten trading days preceding the execution of the Agreement. The Equity Consideration will be subject to a lock-up, with fifty percent (50%) of such shares becoming transferable six (6) months following the closing and the remaining fifty percent (50%) becoming transferable twelve (12) months following the closing. The Equity Consideration is being offered and issued in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |||||||
| 99.1 | Press release of Viant Technology Inc., dated April 15, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements 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: April 15, 2026 | By: | /s/ Tim Vanderhook | ||||||
| Tim Vanderhook | ||||||||
| Chief Executive Officer and Chairman | ||||||||
| (Principal Executive Officer) | ||||||||
3
Exhibit 99.1
Viant Announces Agreement to Acquire TVision Strengthening Its
AI-Powered Programmatic Platform
Delivering Advertisers an Unbiased View of the TV Landscape and a Clearer Path to Results
IRVINE, Calif., April 15, 2026 – Viant Technology Inc. (Nasdaq: DSP), a leader in CTV and AI-powered programmatic advertising, today announced it has entered into a definitive agreement to acquire TVision Insights, the only attention measurement provider delivering second-by-second, eyes-on-screen attention, co-viewership and in-room presence for TV.
With this acquisition, Viant strengthens its AI-powered programmatic platform by integrating TVision's proprietary attention signals directly into its buying platform. Combined with Viant's Household ID and IRIS_ID, TVision adds three new critical signals to Viant's Intelligence Layer, creating a continuous feedback loop where viewer engagement flows directly into planning, buying, optimizing, and measuring advertising campaigns. This creates an unprecedented level of granularity across TV at the network, CTV app, show, scene, pod, and spot level — delivering immediate improvements in inventory valuation, bidding precision, and return on ad spend, exclusively within the Viant platform.
"Every advertising platform measures its own performance today, which makes it difficult for advertisers to understand what's actually working. With TVision, we are providing advertisers a true market-wide view of how their advertising performs, free from any platform's self-attribution bias. While our competitors measure themselves, Viant measures the market," said Tim Vanderhook, CEO and Co-Founder of Viant. "Advertisers can now use attention, co-viewing and in-room signals within Viant's AI-powered buying platform giving them unparalleled strategic advantages, including a first-of-its-kind metric: the attention-adjusted CPM."
Television advertising today spans linear, Google's YouTube, Amazon's Prime Video, and streaming platforms across the open internet. Yet each platform largely measures its own performance, leaving marketers without an objective, unbiased view of how their total advertising investment actually performs. TVision's nationally representative panel uses advanced computer vision and Automatic Content Recognition technology to capture genuine viewer engagement across this entire ecosystem — giving advertisers a single, independent view of attention and enabling them to optimize spend toward impressions that are actually seen.
"TVision was built to provide a more accurate and transparent view of how people engage with television and streaming content," said Yan Liu, CEO and Co-Founder of TVision. "By joining Viant, we can bring our measurement capabilities together with real-time activation and AI-powered optimization, helping advertisers turn attention insights into superior campaign performance."
The result is the trifecta TV advertisers have long been waiting for: identity, context, and verified attention unified in one independent platform, free from the conflicts of walled garden inventory — enabling advertisers to confidently direct spend toward the ad inventory that truly performs and delivers optimal outcomes.
Transaction Details
Pursuant to the definitive purchase agreement, Viant will purchase TVision for a total consideration of $40.0 million, subject to customary adjustments and hold-backs. The consideration consists of $22.5 million in cash and $17.5 million of shares of Viant's Class A common stock (based on a fixed price per share established in the merger agreement) delivered at closing. The transaction is expected to close in Q2 2026, subject to customary closing conditions.
Rockefeller Capital Management served as exclusive financial advisor to TVision in connection with the transaction.
Reaffirming 1Q26 Guidance
Viant also today reaffirmed its first quarter 2026 guidance as provided on March 11, 2026.
Conference Call and Webcast Details
Viant will host a conference call and webcast today, April 15 at 6:00 a.m. Pacific Time (9:00 a.m. Eastern Time) to discuss this acquisition.
Viant's Acquisition of TVision Conference Call
Date: April 15, 2026
Time: 6:00 a.m. Pacific Time / 9:00 a.m. Eastern Time
Webcast: https://viantinc.zoom.us/j/94220501124
Approximately one hour after completion of the live call, an archived version of the webcast will be available on the Company’s investor relations website at https://investors.viantinc.com.
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the expected benefits of the proposed acquisition and future product capabilities. These statements are subject to risks and uncertainties that could cause actual results to differ materially. There can be no assurance that the transaction will be completed on the anticipated timeline or at all. Viant undertakes no obligation to update these statements, except as required by law.
About Viant
Viant Technology Inc. (NASDAQ: DSP) is an exclusively buy-side advertising platform powered by artificial intelligence and designed to drive performance across the open internet. Our omnichannel platform purpose-built for CTV turns data and intelligence into scalable, measurable performance for advertisers. With the launch of ViantAI and Outcomes, Viant has been at the forefront of AI innovation in advertising, building the future of fully autonomous solutions. Viant has been recognized for excellence in AI by Adweek, the Business Intelligence Group and MarTech Breakthrough and is Great Place to Work® certified. Learn more at viantinc.com.
About TVision
TVision provides second-by-second, person-level data about how people watch TV — measuring who is watching, what they are watching, and how much attention they are paying across linear and streaming environments.
Media Contact:
Marielle Lyon
press@viantinc.com
Investor Contact:
Nick Zangler
investors@viantinc.com
FAQ
What acquisition did Viant Technology (DSP) announce in this 8-K filing?
Viant Technology announced a definitive agreement to acquire TVision Insights Inc. Through a merger of a Viant subsidiary into TVision, the target will become a wholly owned Viant subsidiary, adding TV attention and engagement measurement to Viant’s AI-powered programmatic advertising platform.
How much is Viant Technology (DSP) paying to acquire TVision and in what form?
Viant plans to acquire TVision for total consideration of $40.0 million. The package includes $22.5 million in cash plus $17.5 million of Viant Class A common stock, with the share count based on a fixed per-share price defined in the merger agreement.
When is Viant’s acquisition of TVision expected to close?
Viant expects the TVision acquisition to close in the second quarter of 2026. The transaction’s completion remains subject to the satisfaction or waiver of customary closing conditions outlined in the merger agreement, which govern when the merger can become effective.
How is the TVision equity consideration treated under U.S. securities laws?
The shares issued as equity consideration are being offered and issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. This means they are unregistered securities sold through a private offering structure, rather than via a public registration.
Did Viant Technology (DSP) change its first quarter 2026 guidance in connection with the TVision deal?
Viant reaffirmed its first quarter 2026 guidance that had been provided on March 11, 2026. The company disclosed this reaffirmation in the same communication as the TVision acquisition, indicating no announced adjustments to its near-term financial outlook at this time.