Viant Amends 10-K/A, Confirms Effective Internal Controls
Ticker: DSP · Form: 10-K/A · Filed: 2025-12-11T00:00:00.000Z
Sentiment: neutral
Topics: 10-K/A, Internal Controls, SEC Filing, Corporate Governance, Compliance, Ad-Tech, Viant Technology
Related Tickers: DSP
TL;DR
**Viant's 10-K/A filing is a non-event, merely correcting a typo to confirm effective internal controls, so don't overreact.**
AI Summary
Viant Technology Inc. filed a 10-K/A on December 11, 2025, to amend its Annual Report for the fiscal year ended December 31, 2024. The amendment specifically revises Part II, Item 9A, 'Controls and Procedures,' to include management's assessment of the effectiveness of the company's internal control over financial reporting, which was inadvertently omitted. Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of December 31, 2024. Furthermore, management assessed its internal control over financial reporting based on the COSO 2013 framework and concluded it was effective as of December 31, 2024. The assessment excluded the operations of IRIS.TV, acquired on November 6, 2024, as its total assets and net revenues represented only 1% and less than 1%, respectively, of consolidated amounts. New processes and controls were implemented for the IRIS.TV acquisition, specifically for accounting for the acquisition and determining fair value of assets and liabilities. The company, an 'emerging growth company,' is exempt from including an independent registered public accounting firm's attestation report on internal control over financial reporting.
Why It Matters
This amendment provides crucial clarity on Viant Technology Inc.'s internal control environment, assuring investors that management has formally assessed and confirmed the effectiveness of its financial reporting controls as of December 31, 2024. The initial omission of this statement could have raised concerns about transparency and compliance, potentially impacting investor confidence. By rectifying this, Viant reinforces its commitment to regulatory requirements and sound financial governance, which is vital in a competitive ad-tech market where data integrity and financial accuracy are paramount. This move helps maintain trust among shareholders and signals operational stability.
Risk Assessment
Risk Level: low — The risk level is low because the 10-K/A filing explicitly states it is correcting a 'typographical error' and that 'no other changes have been made to the Original Filing.' The core financial statements and operational disclosures remain unchanged, and management has affirmed the effectiveness of both disclosure controls and internal control over financial reporting as of December 31, 2024.
Analyst Insight
Investors should view this amendment as a procedural correction rather than a substantive change to Viant's financial health or operational outlook. No immediate action is required based on this filing alone, but it reinforces the importance of reviewing the original 10-K for comprehensive financial and business details.
Key Numbers
- $155.5M — Market Value of Non-Affiliate Equity (As of June 30, 2024, indicating public float)
- 1% — IRIS.TV Assets (Represents the proportion of total assets from the IRIS.TV acquisition, deemed immaterial for internal control assessment exclusion)
- <1% — IRIS.TV Net Revenues (Represents the proportion of total net revenues from the IRIS.TV acquisition, deemed immaterial for internal control assessment exclusion)
- 16,353,549 — Class A Common Stock Shares Outstanding (As of February 28, 2025, indicating public ownership)
- 46,720,212 — Class B Common Stock Shares Outstanding (As of February 28, 2025, indicating insider/founder ownership)
Key Players & Entities
- Viant Technology Inc. (company) — Registrant filing the 10-K/A
- SEC (regulator) — Securities and Exchange Commission
- Tim Vanderhook (person) — Chief Executive Officer and Chairman of Viant Technology Inc.
- IRIS.TV (company) — Recently acquired business by Viant Technology Inc.
- $155.5 million (dollar_amount) — Aggregate market value of voting and non-voting common equity held by non-affiliates as of June 30, 2024
- Nasdaq Stock Market LLC (company) — Exchange where Viant's Class A common stock is registered
- December 31, 2024 (date) — Fiscal year end and assessment date for internal controls
- November 6, 2024 (date) — Acquisition date of IRIS.TV
- 1% (percentage) — IRIS.TV's total assets as a percentage of consolidated financial statement amounts
- <1% (percentage) — IRIS.TV's total net revenues as a percentage of consolidated financial statement amounts
FAQ
Why did Viant Technology Inc. file a 10-K/A?
Viant Technology Inc. filed a 10-K/A to amend its Annual Report for the fiscal year ended December 31, 2024. The amendment specifically revises Part II, Item 9A, 'Controls and Procedures,' to add a sentence disclosing management's assessment of the effectiveness of the company's internal control over financial reporting, which was inadvertently omitted due to a typographical error.
What was the key omission in Viant's original 10-K filing?
The key omission in Viant's original 10-K filing was a sentence in Part II, Item 9A, 'Controls and Procedures,' disclosing management's assessment of the effectiveness of the Company's internal control over financial reporting as of December 31, 2024.
What was management's conclusion regarding Viant's internal controls as of December 31, 2024?
Based on their assessment, Viant's management, including the chief executive officer and chief financial officer, concluded that the company's disclosure controls and procedures were effective as of December 31, 2024, and that its internal control over financial reporting was also effective as of December 31, 2024.
Which acquisition was excluded from Viant's internal control assessment and why?
Viant excluded the operations and related assets of IRIS.TV, acquired on November 6, 2024, from the scope of its internal control assessment. This exclusion is consistent with SEC Staff guidance for recently acquired businesses, as IRIS.TV's total assets and net revenues represented only 1% and less than 1%, respectively, of the consolidated financial statement amounts.
Is Viant Technology Inc. required to include an attestation report from its auditor on internal controls?
No, Viant Technology Inc. is not required to include an attestation report from its registered public accounting firm regarding internal control over financial reporting. This is due to an exemption established by the JOBS Act for 'emerging growth companies,' which Viant qualifies as.
What changes were made to Viant's internal control over financial reporting due to the IRIS.TV acquisition?
As a result of the IRIS.TV acquisition, Viant implemented new processes and controls over accounting for an acquisition. These include procedures for determining the fair value of the assets acquired and liabilities assumed, ensuring proper financial reporting for the new entity.
What is the aggregate market value of Viant's non-affiliate common equity?
The aggregate market value of the voting and non-voting common equity held by non-affiliates of Viant Technology Inc. was approximately $155.5 million, based on the closing price of its Class A common stock on the Nasdaq Global Select Market on June 30, 2024.
Who signed the 10-K/A amendment for Viant Technology Inc.?
The 10-K/A amendment for Viant Technology Inc. was signed by Tim Vanderhook, who holds the titles of Chief Executive Officer and Chairman, and is the Principal Executive Officer.
What are the inherent limitations of Viant's disclosure controls and internal control over financial reporting?
Viant's management acknowledges that disclosure controls and internal control over financial reporting, no matter how well designed, can only provide reasonable, not absolute, assurance. Limitations include faulty judgments, simple errors, circumvention by individual acts or collusion, and management override, meaning misstatements due to error or fraud may occur and not be detected.
What is the purpose of the new certifications filed with Viant's 10-K/A?
As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by Viant's principal executive officer and principal financial officer are filed as exhibits to this Amendment. These certifications attest to the accuracy and completeness of the information in the amended filing, particularly concerning controls and procedures.
Risk Factors
- Internal Control Deficiencies [medium — operational]: The amendment to the 10-K/A was filed to include management's assessment of internal control over financial reporting, which was inadvertently omitted. While management concluded controls were effective as of December 31, 2024, the omission itself highlights a procedural lapse in the reporting process.
- Acquisition Integration Risks [medium — operational]: Viant acquired IRIS.TV on November 6, 2024. While deemed immaterial for the internal control assessment exclusion (1% of assets, <1% of revenue), the integration of new entities always carries operational risks related to systems, processes, and cultural alignment.
- Emerging Growth Company Status [low — regulatory]: As an 'emerging growth company,' Viant is exempt from the requirement of an independent auditor's attestation on internal control over financial reporting. This exemption, while common, means investors do not receive the same level of assurance on internal controls as they would from larger, more established companies.
Industry Context
Viant operates in the digital advertising technology sector, specifically as a demand-side platform (DSP). This industry is characterized by rapid technological evolution, increasing data privacy regulations, and intense competition from other DSPs, ad exchanges, and walled gardens. The shift towards programmatic advertising and the increasing importance of identity solutions are key trends.
Regulatory Implications
The primary regulatory implication highlighted is the company's status as an Emerging Growth Company, which provides exemptions from certain SEC reporting requirements, including auditor attestation on internal controls. While this reduces compliance burden, it may also reduce investor assurance.
What Investors Should Do
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Key Dates
- 2024-11-06: Acquisition of IRIS.TV — Represents a strategic expansion for Viant, though its immediate financial impact was deemed immaterial for internal control assessment purposes.
- 2024-12-31: Fiscal Year End — The date as of which management assessed the effectiveness of internal controls and disclosure procedures.
- 2025-02-28: Record Date for Share Counts — Provided the basis for outstanding share counts (Class A: 16,353,549; Class B: 46,720,212), relevant for ownership structure and potential dilution analysis.
- 2025-12-11: 10-K/A Filing Date — Amendment filed to include previously omitted management assessment of internal controls over financial reporting.
Glossary
- 10-K/A
- An amended annual report filed with the SEC to correct or supplement information previously filed in a Form 10-K. (This filing is an amendment to Viant's 2024 annual report, specifically addressing internal control disclosures.)
- Internal Control Over Financial Reporting (ICFR)
- A process designed by management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. (Management's assessment of ICFR effectiveness is a key component of annual reports, and its omission required this amendment.)
- COSO 2013 framework
- The Committee of Sponsoring Organizations of the Treadway Commission's 2013 Internal Control—Integrated Framework, a widely accepted standard for evaluating internal controls. (Viant's management used this framework to assess the effectiveness of its internal control over financial reporting.)
- Emerging Growth Company (EGC)
- A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. EGCs are eligible for certain regulatory and disclosure exemptions. (Viant's EGC status exempts it from the requirement of an independent auditor's attestation on internal controls.)
- Disclosure Controls and Procedures
- A process designed to ensure that information required to be disclosed in SEC reports is recorded, processed, summarized, and disclosed within the time periods specified by SEC rules and forms. (Management concluded that these controls were effective as of December 31, 2024.)
Year-Over-Year Comparison
This filing is an amendment to the 2024 Annual Report, specifically addressing the omission of management's assessment of internal controls over financial reporting. Therefore, a direct comparison of key financial metrics to the previous year's filing is not applicable within the context of this amendment. The amendment focuses on procedural aspects of financial reporting rather than revised financial performance data.
Filing Stats: 2,094 words · 8 min read · ~7 pages · Grade level 15.9 · Accepted 2025-12-10 17:42:33
Key Financial Figures
- $0.001 — stered Class A common stock, par value $0.001 per share DSP The Nasdaq Stock Market L
Filing Documents
- dsp-20241231.htm (10-K/A) — 53KB
- dsp-20241231xex311a.htm (EX-31.1) — 8KB
- dsp-20241231xex312a.htm (EX-31.2) — 8KB
- dsp-20241231_g1.jpg (GRAPHIC) — 7KB
- 0001828791-25-000084.txt ( ) — 323KB
- dsp-20241231.xsd (EX-101.SCH) — 2KB
- dsp-20241231_def.xml (EX-101.DEF) — 22KB
- dsp-20241231_lab.xml (EX-101.LAB) — 40KB
- dsp-20241231_pre.xml (EX-101.PRE) — 24KB
- dsp-20241231_htm.xml (XML) — 6KB
Controls and Procedures
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 asse
Exhibits and Financial Statement Schedules
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
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)