Form 8-K
8-K — Viant Technology Inc.
Accession: 0001828791-26-000029
Filed: 2026-04-15
Period: 2026-04-14
CIK: 0001828791
SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)
Item: Results of Operations and Financial Condition
Item: Unregistered Sales of Equity Securities
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — dsp-20260414.htm (Primary)
EX-99.1 (dsp-20260414xexx991.htm)
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8-K
8-K (Primary)
Filename: dsp-20260414.htm · Sequence: 1
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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
__________________________________________________________________
Viant Technology Inc.
(Exact name of registrant as specified in its charter)
__________________________________________________________________
Delaware 001-40015 85-3447553
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS 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
__________________________________________________________________
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
Class A common stock, par value $0.001 per share DSP
The Nasdaq Stock Market LLC
(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
EX-99.1
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Document
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
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