Stock-Based Compensation

Stock-based Compensation

The Company is authorized to grant restricted stock units ("RSUs"), incentive stock options, nonqualified stock options ("NQSOs"), stock appreciation rights, restricted stock awards and performance stock unit awards ("PSUs") under its 2021 Long Term Incentive Plan (the “LTIP”). RSUs granted to employees generally vest over a period of three years, contingent upon continued employment through the vesting date. RSUs awarded to members of our board of directors (the "board") upon their initial appointment vest over a three-year period on each of the first, second and third anniversaries of the date of appointment. Board members are also awarded annual grants of RSUs on the date of each annual meeting of Viant's stockholders (the "annual meeting") that vest in full on the earlier of (i) the date of the following year’s annual meeting or (ii) the first anniversary of the date of grant. If board members are appointed on a date other than the date of an annual meeting, such board members will receive a prorated annual grant of RSUs vesting in full on the date of the next annual meeting. The grant date fair value of RSUs is measured using the closing price of our common stock on the grant date. PSUs granted to employees generally vest over a period of three years subject to the achievement of performance conditions and are contingent upon continued employment through the vesting date. The grant date fair value of PSUs is measured using the closing price of our common stock on the grant date. Stock-based compensation for PSUs is based on the probable outcome of the performance condition and evaluated each subsequent reporting period over the requisite service period. PSUs may be adjusted over the vesting period based on interim estimates of performance against pre-set objectives. As of March 31, 2026, NQSOs generally vest over a period of three-to-four years and have a contractual term of ten years.

As of March 31, 2026, the Company had granted RSUs, PSUs and NQSOs under the LTIP. Under the LTIP, 5.9 million shares of Class A common stock remained available for grant as of March 31, 2026.

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


	Three Months Ended March 31,
	2026		2025
Platform operations	$	688	$	892
Sales and marketing	2,403		1,500
Technology and development	976		758
General and administrative	2,510		2,489
Total	$	6,577	$	5,639

The following summarizes RSU activity:


	Number of Shares (in thousands)	Weighted-Average Grant Date Fair Value
RSUs outstanding as of December 31, 2025	3,953	$	11.25
Granted	3,460	12.26
Vested	(835)	8.60
Canceled/forfeited	(74)	10.82
RSUs outstanding as of March 31, 2026	6,504	$	12.14

As of March 31, 2026, the Company had unrecognized stock-based compensation relating to RSUs of approximately $74.6 million, which is expected to be recognized over a weighted-average period of 2.3 years.

The following summarizes PSU activity:


	Number of Shares (in thousands)	Weighted-Average Grant Date Fair Value
PSUs outstanding as of December 31, 2025	—	$	—
Granted	487	12.32
Vested	—	—
Canceled/forfeited	—	—
PSUs outstanding as of March 31, 2026	487	$	12.32

As of March 31, 2026, the Company had unrecognized stock-based compensation relating to PSUs of approximately $5.8 million, which is expected to be recognized over a weighted-average period of 1.7 years.

The following summarizes NQSO activity:


	Number of Options (in thousands)	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in thousands)(1)
NQSOs outstanding as of December 31, 2025	4,362	$	6.03	6.7	$	26,288
Granted	—	—
Exercised	(70)	5.41
Canceled	(1)	6.00
Expired	—	—
NQSOs outstanding as of March 31, 2026	4,291	$	6.04	6.4	$	22,227

Vested and exercisable	4,071	$	5.89	6.4	$	21,696

(1)The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of March 31, 2026 and December 31, 2025.

As of March 31, 2026, the Company had unrecognized stock-based compensation relating to unvested NQSOs of approximately $1.2 million, which is expected to be recognized over a weighted-average period of 0.9 years.

When the Company grants NQSOs, the Black-Scholes model is used to determine the fair value of NQSOs. For the three months ended March 31, 2026 and 2025, the Company did not grant any NQSOs.

Stock Repurchase Program

On April 23, 2024, the Company's board approved a stock repurchase program with authorization to purchase up to $50 million in shares of the Company's Class A common stock or Class B units of Viant Technology LLC. On May 5, 2025, the Company's board authorized an increase to the stock repurchase program, enabling the Company to repurchase up to an additional $50 million of the Company's Class A common stock or Class B units of Viant Technology LLC. As of March 31, 2026, $39.4 million remained available under the stock repurchase program.

The Company may make repurchases under the program, from time to time, through open market purchases, block trades, privately negotiated transactions, accelerated stock repurchase transactions or by other means. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases under this authorization. The volume, timing and manner of any repurchases will be determined at the Company's discretion, subject to general market conditions, as well as the Company's management of capital, general business conditions, other investment opportunities, regulatory requirements and other factors. The stock repurchase program does not obligate the Company to repurchase any specific number of shares of Class A common stock or Class B units, has no time limit, and may be modified, suspended or discontinued at any time without notice, at the discretion of the board of directors. The Company expects to fund repurchases from existing cash and cash equivalents, short-term investments and/or future cash flows.

Shares of Class A common stock and Class B units repurchased by the Company under the stock repurchase program were as follows (in thousands):


	Three Months Ended March 31, 2026
	Shares	Amount
Class A common stock repurchases	94	$	987
Class B unit repurchases	—	—
Total repurchases	94	$	987

Upon vesting of shares under the LTIP, the Company will issue treasury stock. If treasury stock is not available, newly issued stock will be issued.