What changed in this filing

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Item 1A. Risk Factors

2026-02-25 compared with 2025-02-26 · 153 added, 131 removed, 545 unchanged (34% of the section changed)

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However, this report cannot anticipate and fully address all possible risks of investing in our common stock, the risks of investing in our common stock may change over time, and additional risks and uncertainties that we are not aware of, or that we do not consider to be material, may emerge.

Moreover, some of the factors, events, and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past, and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future.

Moreover, some of the factors, events, and contingencies discussed below may have occurred in the past.

References to past events are provided by way of example only and are not intended to be a complete listing or representation as to whether or not such events have occurred in the past or their likelihood of occurring in the future, and instead reflect our beliefs and opinions as to the factors, events, or contingencies that could materially and adversely affect us in the future.

Accordingly, you are advised to consider additional sources of information and exercise your own judgment in addition to the information we provide.

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Our business depends on the overall demand for advertising and on the economic health of our current and prospective sellers and buyers.

If advertisers reduce their overall advertising spending, our revenue and results of operations are directly

Accordingly, our business and operations have been, and could in the future be, adversely affected by events beyond our control, such as health epidemics or pandemics, geopolitical events, and economic and macroeconomic factors like labor strikes, labor shortages, supply chain disruptions, capital market disruptions and instability of financial institutions, inflation and recessionary concerns impacting the markets and communities in which our clients operate.

If advertisers reduce their overall advertising spending, our revenue and results of operations are directly affected.

Accordingly, our business and operations have been, and could in the future be, adversely affected by events beyond our control, such as health epidemics or pandemics, geopolitical events, and economic and macroeconomic factors like labor strikes, labor shortages, supply chain disruptions, tariffs, trade wars, capital market disruptions and instability of financial institutions, inflation and recessionary concerns impacting the markets and communities in which our clients operate.

In addition, continued inflation could result in an increase in our cost base relative to our revenue and increased cost associated with our infrastructure investments.

Moreover, in response to US tariffs, foreign countries in which we operate may enact additional or new taxes that are applicable to our business.

Any worsening of macroeconomic conditions in future periods would likely have a negative effect on our financial results, the magnitude of which is difficult to predict.

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In addition, some competitors, particularly those with greater scale or a more diversified revenue base and a broader offering, have greater flexibility than we do to compete aggressively on the basis of price and other contract terms, or to compete with us by including in their product offerings services that we may not provide.

Some existing and potential buyers have their own direct relationships with sellers or are seeking to establish such relationships, and many sellers are investing in capabilities that enable them to connect more effectively directly with buyers without the use of intermediaries such as us.

Some existing and potential buyers that we work with have their own direct relationships with sellers or are seeking to establish such relationships, and many sellers are investing in capabilities that enable them to connect more effectively directly with buyers without the use of intermediaries such as us.

Our business suffers to the extent that buyers and sellers purchase and sell advertising inventory directly from one another or through intermediaries other than us, reducing the amount of advertising spend on our platform.

New or stronger competitors may emerge through acquisitions and industry consolidation or through development of disruptive technologies.

New or stronger competitors may emerge through acquisitions and industry consolidation or through development of disruptive technologies, including artificial intelligence (“AI”), which may disrupt the digital advertising ecosystem by enabling new ad-buying, optimization or monetization models or enhancing the capabilities of competitors.

If our offerings are not perceived as competitively differentiated, we could lose clients, market share or be compelled to reduce our prices, making it more difficult to grow our business profitably.

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As technology continues to improve and market factors continue to attract investment, competition and pricing pressure may increase and market saturation may change the competitive landscape in favor of larger competitors with greater scale and broader offerings, including those that can afford to spend more than we can to grow more quickly and strengthen their competitive position.

Competition may be further impacted by advancements in artificial intelligence, and our ability to compete in the future may be dependent, in part, on our ability to further develop artificial intelligence into our solutions.

Competition may be further impacted by advancements in AI, and our ability to compete in the future may be dependent, in part, on our ability to further develop AI into our solutions.

In addition, our competitors or potential competitors may adopt certain aspects of our business model, which could reduce our ability to differentiate our solutions.

For all of these reasons, we may not be able to compete successfully against our current and future competitors.

If CTV advertising spend grows more slowly than we expect, or growth occurs disproportionately through platforms that we cannot access, our operating results and growth prospects could be harmed.

The growth of our business is dependent, in part, on the continued growth in CTV advertising spend.

Growth in the CTV advertising market is dependent on a number of factors, including the pace of user adoption, the continued proliferation of digital content and CTV providers, the adoption of ad-supported models by CTV sellers in lieu of, or in addition to, subscription models, and an acceleration in the shift of ad dollars from traditional linear TV to CTV to keep pace with changing viewership habits.

In addition, it is possible that CTV advertising spend growth may be disproportionately focused on CTV sellers that do not utilize our solution, which could impact our ability to grow our business in line with industry growth rates.

If the market for ad-supported CTV develops more slowly than we expect or fails to develop our operating results and growth prospects could be harmed.

In addition, to the extent that CTV advertising spend growth is concentrated among inventory that is not available to us or not available on favorable terms it could hurt our overall growth prospects.

Our contracts with buyers and sellers are generally not exclusive, may be terminated upon relatively short notice, and generally do not require minimum volumes or long-term commitments.

If buyers or sellers representing a significant portion of the demand or inventory in our marketplace decide to materially reduce the use of our solution, we could experience an immediate and significant decline in our revenue and profitability and harm to our business.

penalty, and may bypass us and transact directly with each other or through other intermediaries that compete with us.

Accordingly, our business is highly vulnerable to changes in the macro environment, price competition, and development of new or more compelling offerings by our competitors, which could reduce business generally or motivate buyers or sellers to migrate to competitors’ offerings.

Generally, our buyers and sellers are not obligated to provide us with any minimum volumes of business, may do business with our competitors as well as with us, may reduce or cancel their business with us or terminate our contracts without penalty, and may bypass us and transact directly with each other or through other intermediaries that compete with us.

Accordingly, our business is highly vulnerable to changes in the macro environment, price competition, and development of

new or more compelling offerings by our competitors, which could reduce business generally or motivate buyers or sellers to migrate to competitors’ offerings.

Sellers and buyers may seek to change the terms on which they do business with us, or allocate their advertising inventory or demand to our competitors who provide advertising demand and supply to them on more favorable terms or whose offerings are considered more beneficial.

Supply of advertising inventory is also limited for some sellers, such as special sites or new technologies, and sellers may request higher prices, fixed price arrangements or guarantees that we cannot provide as effectively as our competitors, or that would reduce the profitability of that business.

Supply of advertising inventory is also limited for some sellers, and sellers may request higher prices, fixed price arrangements or guarantees that we cannot provide as effectively as our competitors, or that would reduce the profitability of that business.

In addition, sellers sometimes place significant restrictions on the sale of their advertising inventory, such as strict security requirements, limitations on data sharing, prohibitions on advertisements from specific advertisers or specific industries, and restrictions on the use of specified creative content or format.

Finally, with the proliferation of header bidding in desktop and mobile, sellers' inventory is available for purchase through multiple exchanges simultaneously.

Buyers, in turn, are free to direct their spend to us or one or more of our competitors, and increasingly are seeking price concessions, rebates, or other consideration to direct more spend towards us.

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The number of large media buyers and sellers in the market is finite, and it could be difficult for us to replace the losses from any buyers or sellers whose relationships with us diminish or terminate.

If CTV advertising spend grows more slowly than we expect, or growth occurs disproportionately through platforms that we cannot access, our operating results and growth prospects could be harmed.

The growth of our business is dependent, in part, on the continued growth in CTV advertising spend.

If the market for ad-supported CTV develops more slowly than we expect or fails to develop our operating results and growth prospects could be harmed.

Programmatic advertising presents unique challenges for CTV sellers, and CTV sellers may not adopt or may be slow to adopt programmatic solutions that transact in biddable auction environments.

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In general, advertising impressions monetized through reserve auctions carry a lower fee than impressions monetized through auctions with multiple bidders.

Accordingly, an increase in the percentage of CTV inventory monetized through reserve auctions, at the expense of biddable auctions, could drive a decrease in our overall take rate which may negatively impact our growth.

While we believe that CTV sellers will begin to expand their use of biddable inventory to attract a more diverse array of advertisers, there can be no assurance that CTV sellers will adopt such solutions or guarantees regarding the speed at which they may adopt such solutions.

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We do not own or control the ad inventory upon which our business depends and do not own or create content.

Sellers are generally not required to offer a specified level of inventory on our platform, and we cannot be assured that any publisher will continue to

make their ad inventory available on our platform.

Sellers are generally not required to offer a specified level of inventory on our platform, and we cannot be assured that any publisher will continue to make their ad inventory available on our platform.

Sellers may seek to change the terms on which they offer inventory on our platform, including with respect to pricing, may elect to make advertising inventory available to our competitors who offer more favorable economic terms, may create their own ad-tech solutions, or may connect with buyers directly.

Sellers may also require us to take increased risks in some of our commercial agreements in the form of offering revenue guarantees or minimum spend commitments, and we may be subject to losses if we cannot meet these guarantees or commitments.

Furthermore, sellers may enter into exclusive relationships with our competitors or with DSPs directly, which may preclude us from offering their inventory.

Furthermore, sellers may enter into exclusive relationships with our competitors or with DSPs directly, which may limit us from offering their inventory.

These risks are particularly pronounced with CTV sellers.

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Any decrease in our ability to access CTV inventory could negatively impact our results, as we view CTV revenue as a key differentiator and driver for our growth.

The digital advertising market, and our business, may be negatively impacted by advancements in AI.

Advancements in AI present both opportunities and risks to our business, particularly within the context of the open internet and display advertising.

AI is changing the way in which users access information and content on the open internet, in particular with respect to search referral traffic, which has and is expected to continue to decline.

This shift could create challenges for open web publishers that have relied on advertising to support their business models.

Furthermore, the rapid evolution of AI technologies could lead to diminishing demand for display advertising or reallocating budgets to new formats and approaches, including walled-gardens that we cannot access.

If we are unable to capture this demand through other channels, adapt to evolving market expectations, or compete effectively with AI-driven ecosystems, our growth and market position could be adversely impacted.

AI may significantly affect the competitive dynamics of our industry, and failure to effectively build AI features into our platform could adversely affect our results of operations.

The market for programmatic advertising is characterized by rapid technological change and intense competition.

We face significant pressure from existing competitors and new market entrants who are increasingly leveraging AI to enhance their platforms.

If our competitors or other third parties, including those with greater financial and technical resources, incorporate AI into their offerings more quickly or effectively than we do, our platform may become less attractive to buyers and sellers of digital advertising.

Any failure on our part to successfully develop and deploy AI solutions into our platform could result in a loss of market share.

Moreover, emerging AI–driven programmatic advertising protocols and transaction frameworks may not be interoperable with, or may reduce reliance on, existing industry standards and infrastructure, which could disrupt established buying and selling workflows.

If we are unable to adapt our technology or influence the adoption of such protocols, it could adversely affect demand for our platform and our market share.

If we fail to anticipate and adequately respond to these AI-driven structural shifts, our competitive position and ability to maintain a leading independent marketplace may be compromised.

We may be ineffective in using AI to realize internal efficiencies, which could result in higher operating costs and decreased margins.

We currently incorporate AI solutions into our product offerings and internal workflows, and we expect the use of AI to become increasingly central to our operations over time.

However, our ability to realize the anticipated benefits of these

technologies is subject to significant risks and uncertainties.

We may fail to effectively leverage internal AI solutions to automate manual processes, optimize our infrastructure or enhance the productivity of our team.

If we are unable to realize the cost savings or operational improvements we anticipate from AI, our margins may be negatively impacted.

Furthermore, the implementation of AI-driven internal tools requires significant investment in talent and infrastructure;

if these investments do not yield a corresponding increase in productivity or a reduction in legacy costs, our financial condition and results of operations could be adversely affected.

Additionally, any over-reliance on AI for critical business functions without adequate human oversight could lead to operational errors, data inaccuracies, or inefficiencies that could harm our reputation and competitive position.

The regulatory landscape governing AI is still developing, and our use of third party AI tools may result in increased legal and regulatory scrutiny, litigation, and reputational harm.

The regulatory landscape governing AI is highly uncertain and rapidly evolving.

We face potential risks from new or enhanced governmental oversight and evolving legal standards regarding the use of AI.

The integration of third-party AI models with our products and services relies on certain safeguards implemented by the third-party developers of the underlying AI models.

If the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be inaccurate, deficient, or biased, our business and reputation may be adversely affected.

Additionally, AI applications generally state they do not use personal data or other classes of protected data, but we may not know the source of data used by an AI application and may inadvertently incorporate personal information, or data derived from personal data, in the course of using an AI application.

Any such inclusion could lead to violations of global privacy laws, such as the GDPR or CCPA, and result in significant fines or legal action.

The use of AI also presents unique cybersecurity and intellectual property risks.

Our use of AI tools could lead to cybersecurity incidents or the unauthorized public disclosure of our intellectual property.

Moreover, malicious actors may increasingly use AI to develop more sophisticated and automated cyberattacks against our infrastructure.

If we are unable to minimize unintended harmful impacts of AI or fail to adapt to new AI-specific regulations, our competitive position and financial condition may be materially and adversely affected.

We may be unsuccessful in our Supply Path Optimization efforts.

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While we believe we are well positioned to benefit from supply path optimization in the long run as a result of our transparency, our pricing tools, which reduce the overall cost of working with us, our broad and unique inventory supply across all channels and formats, buyer tools such as traffic shaping that reduce the cost of working with us, and our brand safety measures, we compete for demand with a number of well-established companies, and we must continue to adapt and improve our offerings to win buyers' business.

In addition, in order to achieve increased advertising spend or prevent loss of business to a competitor, we may negotiate discounts, rebates, or similar incentives with advertisers or agencies.

In addition, in order to achieve increased advertising spend or prevent loss of business to a competitor, we may negotiate discounts, rebates, or similar incentives with advertisers or agencies, which we may be unable to recoup.

We believe that because our business has many fixed costs, increases in advertising spend volume generally create opportunities to disproportionately improve our bottom line results, even with increased discounts, rebates or other buyer incentives.

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Our technology development efforts may be inefficient or ineffective, which may impair our ability to attract buyers and sellers.

We face intense competition in the marketplace and are confronted by rapidly changing technology (including advancements in artificial intelligence), evolving industry standards and consumer needs, regulatory changes, and the frequent introduction of new solutions by our competitors to which we must adapt and respond.

We face intense competition in the marketplace and are confronted by rapidly changing technology (including advancements in AI), evolving industry standards and consumer needs, regulatory changes, and the frequent introduction of new solutions by our competitors to which we must adapt and respond.

Our future success will depend in part upon our ability to enhance our existing solution and to develop and introduce competing new solutions in a timely manner with features and pricing that meet changing client and market requirements.

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We use outsourced software development for certain development efforts, which may put the company at greater risk with respect to our technology development because we may have less control over the performance of outside programmers and we may be at greater risk of losing their services.

To the extent we do not manage our development efforts efficiently and effectively, we may fail to produce solutions that respond appropriately to the needs of buyers and sellers, and competitors may more successfully develop responsive offerings.

To the extent we do not manage our development

efforts efficiently and effectively, we may fail to produce solutions that respond appropriately to the needs of buyers and sellers, and competitors may more successfully develop responsive offerings.

If our solution is not competitive, buyers and sellers can be expected to shift their business to competing solutions.

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Clients, vendors, and competitors may also react negatively to the announcement of new products and offerings, which may have a harmful effect on our relationships and our business.

We must increase the scale and efficiency of our technology infrastructure to support our growth and transaction volumes.

Our technology must scale to process the increased ad requests on our platform.

For each ad request that we process we incur infrastructure costs regardless of whether that ad request is ultimately monetized through our platform.

The number of ad requests that we process has grown significantly in order to support additional ad spend on our platform, in particular with respect to CTV sellers who operate at large scale and experience spikes in viewership.

We must continue to increase the capacity of our platform to support the growth of our business and an increasing variety of advertising formats and platforms.

Additionally, we must maintain a stable service infrastructure and reliable service delivery.

To the extent we are unable, for cost or other reasons, to effectively increase the capacity of our platform, continue to process transactions at fast enough speeds, and support emerging advertising formats or services preferred by buyers, our revenue will suffer.

Furthermore, failure to optimize and manage infrastructure costs efficiently could result in margin compression and increased financial strain.

We expect to continue to invest in our platform to meet increasing volume, including investments in on-prem data centers to support a higher percentage of our transactions.

Such investment may negatively affect our profitability and results of operations.

Additionally, any unexpected surges in traffic, inefficiencies in scaling, or disruptions to our infrastructure could degrade platform performance, harm our reputation, and cause us to lose business to competitors with more resilient or cost-effective solutions.

The emergence of header bidding has increased competition from other demand sources and may cause infrastructure strain and added cost.

In the mobile and desktop channels, the vast majority of sellers have embraced header bidding technology, a solution by which impressions that would have previously been exposed to different potential sources of demand in a sequence dictated

by ad server priorities are instead available for concurrent competitive bidding by demand sources.

This can help sellers increase revenue by exposing their inventory to more bidders, thereby allocating more inventory to demand sources that value it most highly.

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As a result, we may be susceptible to evolution in technology and changes in business practices by the owners of such header-bidding solutions that we cannot predict.

While header-bidding technologies have not been largely adopted by CTV sellers, such solutions or similar solutions geared towards increasing demand competition may become more prevalent in the future.

If we are not able to effectively offer or adapt our technology to such solutions, it may lead to increased competition for CTV inventory, resulting in reduced opportunities or higher costs to monetize such inventory.

We have addressed the market need for such requirements in part, through our ad server, SpringServe, which offers a unified programmatic demand solution for CTV, which leverages our existing programmatic SSP capabilities and connects with third party programmatic demand sources.

However, this offering may not be adopted by clients, or such clients may adopt competing solutions.

While still relatively nascent, as the programmatic market for CTV advertising continues to mature, other ad serving or similar technology platforms are likely to enter the market and/or gain market share, creating additional competitive pressure and attendant risks.

We must increase the scale and efficiency of our technology infrastructure to support our growth and transaction volumes.

Our technology must scale to process the increased ad requests on our platform.

Additionally, for each individual advertising impression created when a user visits a website or uses an application where our auctions technology is integrated, our technology must send bid requests to appropriate buyers, receive and process their responses, select a winner, and, increasingly, integrate with downstream decisioning systems.

It must perform these transactions end-to-end within milliseconds.

We must continue to increase the capacity of our platform to support our high-volume strategy, to cope with increased data volumes and parties resulting from header bidding and an increasing variety of advertising formats and platforms.

Additionally, we must maintain a stable service infrastructure and reliable service delivery.

Furthermore, failure to optimize and manage infrastructure costs efficiently could result in margin compression and increased financial strain.

We expect to continue to invest in our platform to meet increasing demand, which may require significant expenditures on data processing capabilities, infrastructure, security enhancements, and compliance measures.

Such investment may negatively affect our profitability and results of operations.

To the extent our access to mobile inventory is limited by third-party technology or lack of direct relationships with mobile sellers, our ability to grow our business will be impaired.

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Many mobile apps utilize software development kits, or SDKs, and other proprietary technology of third parties, such as aggregators, and it is those third parties, not the application providers themselves, that contract with us to provide exchange services to help monetize the inventory.

to this consolidation, if our relationships with these third parties decline or are terminated, it may result in a larger than usual loss of access to mobile inventory.

Due to this consolidation, if our relationships with these third parties decline or are terminated, it may result in a larger than usual loss of access to mobile inventory.

Moreover, while we have introduced our own mobile in-app SDK, we cannot be sure that our development efforts will be successful or that our solution will assist us in accessing mobile inventory.

Any rapid and/or significant decline in the availability of mobile inventory can adversely affect our mobile advertising spend and growth prospects.

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These fee concessions may be more prevalent among CTV publishers where inventory is scarce and concentrated among large sellers with significant negotiating leverage.

Moreover, the majority of CTV transactions are currently executed through reserve auctions and we expect reserve auctions to grow as a percentage of revenue in mobile and desktop as well.

Moreover, the majority of CTV transactions are currently executed through reserve auctions.

Reserve auctions generally involve lower fees than we can charge for auction transactions and we may experience additional fee pressure as more competitors, including new entrants as well as sellers themselves, build their own technology and infrastructure to enable reserve auctions.

Our revenue, take rate (our fee as a percentage of advertising spend), the value of our business, and the price of our stock could be adversely affected if we cannot maintain and grow our revenue and profitability through volume increases that compensate for price reductions, or if we are forced to make significant fee concessions, rebates, or refunds, or if buyers reduce spending with us or sellers reduce inventory available through our exchange due to fee disputes or pricing issues.

Our revenue and profitability could be adversely affected if we are forced to make significant fee concessions, rebates, or refunds, or if buyers reduce spending with us or sellers reduce inventory available through our exchange due to fee disputes or pricing issues.

Our take rates may be difficult to forecast and may decrease in future periods;

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We have a history of losses and we face many risks that may prevent us from achieving or sustaining profitability in the future.

We reported net income of $22.8 million during the year ended December 31, 2024 and net loss of $159.2 million and $130.3 million during the years ended December 31, 2023, and 2022, respectively.

We reported net income of $144.6 million and $22.8 million during the years ended December 31, 2025 and December 31, 2024, respectively, and net loss of $159.2 million during the year ended December 31, 2023.

As of December 31, 2025, we had an accumulated deficit of $516.6 million.

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We may not be able to sustain growth or to achieve or sustain profitability in the future.

Our business and the businesses of our advertiser clients may be subject to sales and use tax, advertising and other taxes.

Our business and the businesses of our advertiser clients may be subject to sales and use tax, value-added/goods and services, advertising, digital services, withholding and other taxes.

The application of sales and use tax, goods and services tax, business tax and gross receipt tax on our digital services is complex and evolving.

In general, sales of tangible personal property are subject to sales and use tax unless a specific exemption applies, while services generally are not subject to sales tax unless specifically enumerated.

Advertising services are

considered a service and are generally not subject to sales and use tax, except in certain states.

Advertising services are considered a service and are generally not subject to sales and use tax, except in certain states.

Additionally, Maryland adopted a tax on gross revenues from digital advertising.

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• seasonality in demand for digital advertising, as many advertisers devote a disproportionate amount of their advertising budgets to the fourth quarter of the calendar year;

• changes in pricing of advertising inventory or pricing for our solution and our competitors' offerings, including potential further reductions in our pricing and overall take rate as a result of competitive pressure, changes in supply, improvements in technology and extension of automation to higher-value inventory, uncertainty regarding rate of adoption, changes in the allocation of demand spend by buyers, changes in revenue mix, auction dynamics, pricing discussions or negotiations with clients and potential clients, header bidding and other factors;

• changes in pricing of advertising inventory or pricing for our solution and our competitors' offerings, including potential further reductions in our pricing and overall take rate, uncertainty regarding rate of adoption, changes in the allocation of demand spend by buyers, changes in revenue mix, auction dynamics, pricing discussions or negotiations with clients and potential clients, and other factors;

• the variability and unpredictability of our managed service business, which depends on seasonal advertising trends and discretionary advertising budgets, and are typically tied to one-off or seasonal campaigns rather than recurring revenue models;

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• the effect of political advertising, which has an intermittent impact on our business depending on election cycles, and may be highly unpredictable and variable based on circumstances outside of our control;

• the effect of AI on our business;

• the addition or loss of buyers or sellers;

• the ability of buyers to integrate demand directly with sellers without the use of our platform;

• general economic conditions and the economic health of our current and prospective sellers and buyers;

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Because significant portions of our expenses are relatively fixed, variation in our quarterly revenue can cause significant variations in operating results and resulting stock price volatility from period to period.

Period-to-period comparisons of our historical results of operations are not necessarily meaningful, and historical operating results may not be indicative of future performance.

Period-to-period comparisons of our historical results of operations are not necessarily meaningful, and historical operating results may not be

indicative of future performance.

If our revenue or operating results fall below the expectations of investors or securities analysts, or below any guidance we may provide to the market, the price of our common stock could decline substantially.

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Moreover, we may pursue future acquisitions in an effort to increase revenue, expand our market position, add to our service offering and technological capabilities, respond to dynamic market conditions, or for other strategic or financial purposes.

However, there is no assurance that we will identify

suitable acquisition candidates or complete any acquisitions on favorable terms, or at all.

However, there is no assurance that we will identify suitable acquisition candidates or complete any acquisitions on favorable terms, or at all.

Further, any acquisitions we do complete would involve a number of risks, which may include the following:

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For example, our proprietary auction algorithms, which are designed to improve auction outcomes, influence the allocation and pricing of impressions and must do so in ways that add value to both buyers and sellers.

Continued technological evolution in the availability and use of more data to inform buying and selling decisions necessitates that we, as an intermediary, use data in a manner that complies with the expectations of both our seller and buyer clients.

of both our seller and buyer clients.

Furthermore, because new business models continue to emerge, we must constantly adapt our relationship with buyers and sellers and how we market ourselves to each.

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In addition, as our own capabilities evolve, we may be perceived by clients, particularly buyers, as competing with them, which could result in a loss of their business or otherwise negatively impact our relationships.

For instance, ClearLine, a self-service buying tool that provides agencies direct access to premium advertising on our platform helps agencies maximize the spend going towards working media, makes it easier for sellers and agencies to securely share data, improves workflow for campaigns traditionally transacted

manually, and helps publishers generate more revenue and develop new sources of unique demand.

If we fail to balance our clients' interests appropriately, our ability to provide a full suite of services and our growth prospects may be compromised.

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Generally, we invoice and collect from buyers the full purchase price for impressions they have purchased, retain our fees, and remit the balance to sellers.

However, in some cases, we may be required or choose to pay sellers for impressions delivered before we have collected, or even if we are unable to collect, from the buyer of those impressions.

There can be no assurances that we will not experience bad debt in the future, and write-offs for bad debt could have a materially negative effect on our results of operations for the periods in which the write-offs occur.

However, in some cases, we may be required or elect to pay sellers for impressions delivered before we have collected, or even if we are unable to collect, from the buyer of those impressions.

There can be no assurance that we will not experience bad debt in the future, and write-offs for bad debt could have a materially negative effect on our results of operations for the periods in which the write-offs occur.

This is particularly true in the case of buyers that act as technological intermediaries, such as DSPs, since those DSPs control large amounts of spend across various advertisers and agencies.

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This may result in additional costs and cause us to forgo or defer other more productive uses of that working capital.

The digital advertising market may develop more slowly or differently than we expect, including as a response to advancements in AI, and if so, our business, growth prospects and financial condition would be adversely affected.

Advancements in artificial intelligence ("AI”) present both opportunities and risks to our business, particularly within the context of the open internet and display advertising.

AI-driven platforms, especially those integrated with walled gardens or closed ecosystems, have the potential to alter the competitive dynamics of digital advertising by changing the way in which users access information and content on the open internet.

This shift could reduce advertiser reliance on the open internet and create challenges for independent publishers, which in turn may negatively impact our business model.

Furthermore, the rapid evolution of AI technologies could lead to diminishing demand for display advertising or reallocating budgets to new formats and approaches.

If we are unable to address these disruptions, adapt to evolving market expectations, or compete effectively with AI-driven ecosystems, our growth and market position could be adversely impacted.

We rely on buyers and sellers to abide by contractual requirements and relevant laws, rules, and regulations when using our solution.

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Attracting new buyers and sellers and increasing our business with existing buyers and sellers involves substantial time, expense, and personnel investments, and we may not be successful in our efforts.

This is particularly true with respect to

our managed service business, which relies on direct relationships with advertisers, and is therefore more resource intensive.

This is particularly true with respect to our managed service business, which relies on direct relationships with advertisers, and is therefore more resource intensive.

Our managed service business also tends to be more susceptible to quarterly variability, as it is typically more sensitive to seasonality and advertising budget volatility.

Certain of our product offerings require a significant amount of time and costs in the initial client setup and implementation, and we generally do not recognize revenue from such clients until we commence services.

Certain of our product offerings require a significant amount of time and costs in

the initial client setup and implementation, and we generally do not recognize revenue from such clients until we commence services.

This process can be costly and time-consuming, and is complicated by us having to spend time integrating our solution with software of buyers and sellers.

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The more informed advertising is about its audience, the more valuable it is.

Programmatic advertising enables more precise audience targeting based on the interests and actions of the user.

Programmatic advertising enables audience targeting based on the interests and actions of the user.

Targeted advertising is generally more effective and valuable for buyers than other types of advertising, resulting in more revenue for sellers.

In order to target advertising, we and our clients must collect and use data in a variety of ways.

Our ability to collect, use, and disclose data about advertising purchase and sale transactions and user behavior and interaction with content is critical to the value of our services, and any limitation on our data practices could impair our ability to deliver effective solutions to our clients.

Our ability to collect, use, and disclose data about user behavior and interaction with content is critical to the value of our services, and any limitation on our data practices could impair our ability to deliver effective solutions to our clients.

Any restriction on the types of data we collect could make placement of advertising through our solution less valuable, with commensurate reductions in revenue.

Consumers can, with increasing ease, implement practices or technologies that limit our ability, or that of our sellers, buyers and business partners, to collect data.

For example, users may delete or block the use of the cookies and similar technologies used to collect data, including through their browser or connected device settings.

For example, users may delete or block the use of cookies and similar technologies used to collect data, including through their browser or connected device settings.

Consumers may also download "ad blocking" software that prevents certain cookies and other tracking technologies from being stored on a user’s computer or mobile device or from making calls to advertising partners, which may prevent the delivery of targeted or other advertisements.

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For example, Apple requires user opt-in before permitting access to Apple’s unique identifier, or IDFA.

Further, it is likely that Google will eventually deprecate the mobile advertising identifier used on Android devices.

These shifts have had, and will likely continue to have, a substantial impact on the mobile advertising ecosystem and could harm growth in this channel.

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require businesses that engage in certain advertising uses of personal data to offer and honor an opt-out of such activities, including, in some states, through browser or device-based opt-out signals, such as the Global Privacy Control (“GPC”).

Similar regulations have been proposed in the EU.

Use of GPC and similar user privacy features provided on other channels of programmatic advertising, such as CTV, are growing.

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Industry participants in the advertising technology ecosystem have long anticipated the deprecation of third-party cookies and other identifiers, making it more difficult to rely on such technologies to identify users' devices.

For several years, Google had announced plans to fully eliminate support for third-party cookies in the Chrome browser.

However, as of the end of 2024, Google has decided to continue supporting third-party cookies for the foreseeable future, citing the need for additional time to refine alternative solutions.

While this decision provides temporary continuity in the digital advertising ecosystem, it also perpetuates ongoing uncertainty for the long-term evolution of audience targeting and measurement practices.

Despite the continuation of cookies, advertisers, publishers, and technology platforms are increasingly prioritizing privacy-focused solutions, and a number of industry participants have suggested alternative identity solutions.

Efforts like Google’s Privacy Sandbox, which aims to provide alternative tools for audience targeting without relying on third-party cookies, continue to be developed and tested.

Advertisers, publishers, and technology platforms are increasingly prioritizing privacy-focused solutions, and a number of industry participants have suggested alternative identity solutions.

These tools, while intended to balance privacy and utility, may not fully replicate the capabilities of cookies and could disrupt established advertising workflows.

Moreover, alternative identification solutions may require substantial development and commercial changes for us to support.

There is also a risk that such tools will favor proprietary ad tech ecosystems, including Google’s, potentially disadvantaging independent platforms like Magnite.

There is also a risk that such tools will favor proprietary ad tech ecosystems potentially disadvantaging independent platforms like Magnite.

Furthermore, market dynamics may still shift as buyers explore first-party data strategies, proprietary identifiers, and other solutions that reduce reliance on cookies.

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We believe that this trend has the potential to shift the programmatic ecosystem from an identity model powered by buyers that are able to aggregate and target audiences through cookies and other tracking technologies to one enabled by sellers that have direct relationships with consumers and are therefore better positioned to obtain user data and consent for implementing first party identifiers.

Google's shift away from eliminating third party cookies today may simply slow down this shift.

While we believe that our platform and scale position us well to provide the infrastructure and tools needed for a publisher-centric identity model to succeed, there is no guarantee that our efforts will lead to an increase of the use of first-party publisher segments in the ecosystem.

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These state laws require all businesses that engage in certain advertising uses of consumer personal data to offer and honor an opt-out of such activities, including, in some states, through universal browser or device-based preference signals such as GPC.

Some state laws may also restrict use of sensitive information, including precise location information, for advertising purposes.

The implementation of these state laws and any corresponding regulations will cause us to incur additional compliance costs and may impose additional restrictions on us and on our industry partners.

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Several states, including California, Oregon, and Texas, have recently enacted or updated laws restricting the activities of "data brokers." Notably, California's Delete Act, dramatically increases obligations and potential penalties relative to the state’s preexisting data broker statute.

Beyond additional transparency requirements, beginning in August 2026, companies registered as data brokers in California (including Magnite), must honor universal deletion requests consumers make of all data brokers via a deletion mechanism the state will create.

These obligations may reduce the data available to Magnite, require us to develop complex and expensive compliance tools and procedures, and may result in reductions in revenue.

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Such restrictions could, depending upon their scope, limit our ability to utilize technology infrastructure consolidation, redundancy, and load-balancing techniques, resulting in increased infrastructure costs, decreased operational efficiencies and performance, and increased risk of system failure.

Moreover, we have from time-to-time become subject to putative class actions or other litigation, including claims based on developing or unsettled interpretations of privacy, data use, or consumer protection laws, which regardless of their ultimate merit may require significant resources to address, divert management attention, and result in reputational harm or adverse outcomes.

These laws and regulations are continually evolving, not always clear, and not always consistent across the jurisdictions in which we do business.

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Further, emerging regulatory guidance in the EU has challenged this method of obtaining consent.

In 2018, IAB Europe released a tool, the Transparency and Consent Framework (the "TCF"), in order to assist sellers, advertisers and advertising technology providers, with passing signals related to the legal basis obtained for processing personal data.

For example, the TCF is used to indicate in the bidstream when there is consent from end users in accordance with the ePrivacy Directive and GDPR.

Following a decision by the Belgian Data Protection Authority ("ADP"), the TCF was revised in 2023.

While the TCF is actively in use, its viability as a compliance mechanism remains under review by European authorities and we cannot predict its effectiveness over the long term.

Legal standards and regulatory guidance will continue to evolve.

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We are subject to regulation with respect to political advertising, which lacks clarity and uniformity.

We are subject to regulation with respect to political advertising activities, which are governed by various federal and state laws in the U.S., and national and provincial laws worldwide.

We are subject to regulation with respect to political advertising activities, which are governed by various federal and state laws in the U.S., and national and provincial laws worldwide, including the new Transparency and Targeting of Political Advertising in the EU, imposing strict prohibitions on the use of personal data for political advertising.

Online political advertising laws are rapidly evolving and in certain jurisdictions we have compliance requirements with respect to political ads delivered on our platform.

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Any such action against us could be costly and time consuming, require us to change our business practices, divert management's attention and our resources, and be damaging to our reputation and our business.

Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to environmental, social and governance matters that could expose us to numerous risks.

Regulators, customers, investors, employees and other stakeholders are increasingly focusing on environmental, social and governance ("ESG") matters and related disclosures.

Our business is subject to evolving corporate governance and public disclosure regulations and expectations, including with respect to sustainability matters that could expose us to numerous risks.

Regulators, customers, investors, employees and other stakeholders are increasingly focusing on sustainability matters and related disclosures.

These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.

Emerging regulations in various jurisdictions, including mandatory disclosure requirements and carbon reporting obligations, as well as related uncertainty from modifications to or reversals of such regulations or inconsistency between regulatory requirements in different jurisdictions, may further increase the complexity and cost of compliance.

We may also communicate certain initiatives and goals regarding environmental matters, diversity, responsible advertising, social investments and other ESG matters in our SEC filings or in other public disclosures.

While we aim to achieve these goals, we could face scrutiny from certain stakeholders for the scope, ambition, or execution of such initiatives, and stakeholders and regulators have increasingly expressed or pursued opposing views, legislation, and investment expectations with respect to ESG initiatives, including the enactment or proposal of "anti-ESG" legislation or policies.

Revisions to our goals, delays in achieving progress, or perceived shortcomings in our commitments could harm our reputation, erode stakeholder trust, and adversely impact our relationships with customers, investors, or employees.

Furthermore, if our sustainability-related data, processes, and reporting are incomplete, inaccurate, or fail to meet regulatory standards, we could be subject to penalties, regulatory scrutiny, or legal actions.

Misalignment between our ESG practices and stakeholder expectations could also impact our ability to attract and retain investors, secure partnerships, or compete effectively in the marketplace.

Additionally, failure to address emerging ESG issues, such as supply chain sustainability or climate-related risks, could expose us to operational disruptions, increased costs, and reputational damage, adversely affecting our business, financial performance, and growth prospects.

Emerging regulations in various jurisdictions, including mandatory disclosure requirements and carbon reporting obligations, as well as related uncertainty from modifications to or

reversals of such regulations or inconsistency between regulatory requirements in different jurisdictions, may further increase the complexity and cost of compliance.

We may also communicate certain initiatives and goals regarding sustainability matters in our SEC filings or in other public disclosures.

While we aim to achieve these goals, we could face scrutiny from certain stakeholders for the scope, ambition, or execution of such initiatives, and stakeholders and regulators have increasingly expressed or pursued opposing views, legislation, and investment expectations with respect to sustainability initiatives, including the enactment or proposal of "anti-ESG" legislation or policies.

Revisions to or failure to maintain our goals, delays in achieving progress, or perceived shortcomings in our initiatives or goals could harm our reputation, erode stakeholder trust, and adversely impact our relationships with customers, investors, or employees.

Misalignment between our sustainability practices and stakeholder expectations, or the inability to satisfy all stakeholders in light of their varied and sometimes conflicting views regarding environmental and social matters, could also impact our ability to attract and retain investors, secure partnerships, or compete effectively in the marketplace and could expose us to operational disruptions, increased costs, and reputational damage, adversely affecting our business, financial performance, and growth prospects.

Our litigation with Google LLC presents potential risks that could adversely affect our business, results of operations and financial condition.

On September 16, 2025, we filed a lawsuit in the U.S.

District Court for the Eastern District of Virginia against Google LLC ("Google") seeking financial damages and other remedies (the "Google Action") in light of the U.S.

District Court’s ruling that Google had engaged in unlawful anticompetitive practices with respect to certain ad tech markets.

Google is a significant participant in the digital advertising ecosystem and both a major partner and competitor to Magnite and a significant portion of our revenue is generated through our relationship with Google.

The Google Action is in its early stages, and the outcome and timing of the Google Action is uncertain and difficult to predict.

The Google Action presents several risks to our business, including the potential for retaliatory actions by Google.

Any such actions could disrupt our ability to serve our customers and partners, reduce our revenue, and harm our relationships with publishers and advertisers.

The Google Action may be costly, protracted, and divert management's attention and resources from our business operations.

Any damages awarded may not be commensurate with our expectations, and we may not receive any monetary damages at all.

The existence of the Google Action and any potential retaliatory measures could also negatively affect our reputation and our ability to compete, potentially causing our business, financial condition, and results of operations to be materially and adversely affected.

Risks Related to Our Operations

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Any damage to, or failure of, these systems could result in interruptions to the availability or functionality of our service.

Moreover, the failure of our data center hosting facilities or any other third-party providers to meet our capacity requirements, or dramatically increased costs of such resources, could result in interruptions in the availability or functionality of our solutions or impede our ability to scale our operations.

Moreover, the failure of our data center hosting facilities or any other third-party providers to meet

our capacity requirements, or dramatically increased costs of such resources, could result in interruptions in the availability or functionality of our solutions or impede our ability to scale our operations.

All of these facilities and systems are vulnerable to interruption and/or damage from a number of sources, many of which are beyond our control, including, without limitation:

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In particular, intentional cyber-attacks present a serious issue because they are difficult to prevent and remediate and can be used to defraud our buyers and sellers and their clients and to steal confidential or proprietary data from us, our clients, or their users.

The use of artificial intelligence has the potential to further exacerbate these cyber security threats.

Further, because our Los Angeles office and San Francisco offices

and our California data center sites are in seismically active areas, earthquakes present a particularly serious risk of business disruption.

The use of AI has the potential to further exacerbate these cyber security threats.

Further, because our Los Angeles office and San Francisco offices and our California data center sites are in seismically active areas, earthquakes present a particularly serious risk of business disruption.

These vulnerabilities may increase with the complexity and scope of our systems and their interactions with buyer and seller systems.

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We use proprietary and third party technology to identify non-human inventory and traffic, as well as malware, and we generally terminate relationships with parties that appear to be engaging in such activities, which may result in fewer paid impressions in the year the relationships are terminated than would have otherwise occurred.

Despite our efforts, it can be difficult to detect fraudulent or malicious activity for various reasons and advancements in artificial intelligence are likely to exacerbate these challenges.

Despite our efforts, it can be difficult to detect fraudulent or malicious activity for various reasons and advancements in AI are likely to exacerbate these challenges.

If we fail to detect or prevent fraudulent or other malicious activity, we could face legal claims from clients and/or consumers and the affected advertisers may experience or perceive a reduced return on their investment or heightened risk associated with use of our solution, resulting in dissatisfaction with our solution, refusals to pay, refund demands, loss of confidence of buyers or sellers, or withdrawal of future business.

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It is important to sellers that the advertising placed on their media not conflict with existing seller arrangements and be of high quality, consistent with applicable seller standards and compliant with applicable legal and regulatory requirements.

It is important to buyers that their advertisements are placed on appropriate media, in proximity with appropriate content, that the impressions for which they are charged are legitimate, and that their advertising campaigns yield their desired results.

important to buyers that their advertisements are placed on appropriate media, in proximity with appropriate content, that the impressions for which they are charged are legitimate, and that their advertising campaigns yield their desired results.

We use various measures, including proprietary technology, in an effort to store, manage and process rules set by buyers and sellers and to ensure the quality and integrity of the results delivered to sellers and buyers through our solution.

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whether an advertisement that can be seen is actually seen, in whole or part, or for how long) represents a way of assessing the value of particular inventory as a means to reach a target audience.

we do not handle viewability well, or if we are not positioned to transact the higher viewability inventory competitively, our revenue and profitability could be adversely affected and we could be competitively disadvantaged.

If we do not handle viewability well, or if we are not positioned to transact the higher viewability inventory competitively, our revenue and profitability could be adversely affected and we could be competitively disadvantaged.

If we fail to attract, motivate, train, and retain highly qualified engineering, marketing, sales and management personnel, our ability to execute our business strategy could be impaired.

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If we are unable to protect our proprietary rights (including aspects of our technology solution) we may find ourselves at a competitive disadvantage.

We may be subject to intellectual property rights claims by third parties, which are costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies and intellectual property.

Third parties may assert claims of infringement or misappropriation of intellectual property rights against us or buyers, sellers, or third parties with which we work;

we cannot be certain that we are not infringing any third-party intellectual property rights, and we may have liability or indemnification obligations as a result of such claims.

Regardless of whether claims that we are infringing patents or infringing or misappropriating other intellectual property rights have any merit, these claims are time-consuming and costly to evaluate and defend, and can impose a significant burden on management and employees.

The outcome of any claim is inherently uncertain, and we may receive unfavorable interim or preliminary rulings in the course of litigation, or we may decide to settle lawsuits and disputes on terms that are unfavorable to us.

We may also have no way of remediating intellectual property violations, and failure to do so could cause our business, results of operations or financial condition to be materially and adversely affected.

Risks Related to Financing Arrangements

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On September 18, 2024, we amended our New Credit Agreement to reduce the interest rate margin applicable to our term loan by 0.75%.

On March 18, 2025, we again amended our New Credit Agreement to further reduce the interest rate margin applicable to our term loan by an additional 0.75%.

Our debt leverage could adversely affect our business and operating results by:

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The conversion of some or all of the Convertible Senior Notes will dilute the ownership interests of existing stockholders to the extent we deliver shares of common stock upon conversion of any of the Convertible Senior Notes.

The Convertible Senior Notes are not currently convertible but may from time to time in the future be convertible at the option of their holders prior to their scheduled terms under certain circumstances.

The Convertible Senior Notes are not currently

convertible but may from time to time in the future be convertible at the option of their holders prior to their scheduled terms under certain circumstances.

Any sales in the public market of the common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.

In addition, the existence of the Convertible Senior Notes may

encourage short selling by market participants because the conversion of the Convertible Senior Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Senior Notes into shares of our common stock could depress the price of our common stock.

In addition, the existence of the Convertible Senior Notes may encourage short selling by market participants because the conversion of the Convertible Senior Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Senior Notes into shares of our common stock could depress the price of our common stock.

The Capped Call Transactions may affect the value of the Convertible Senior Notes and our common stock.

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Furthermore, the Indenture prohibits us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Convertible Senior Notes.

These and other provisions in the Indenture could deter or prevent a third party from acquiring the Company even when the acquisition may be favorable to our stockholders.

These and other provisions in the Indenture

could deter or prevent a third party from acquiring the Company even when the acquisition may be favorable to our stockholders.

Risks Related to Our International Business Strategy.

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Compliance with complex foreign and U.S.

laws and regulations that apply to our international operations increases our cost of doing business abroad, and violation of these laws or regulations may interfere with our ability to offer our solution competitively in one or more countries, expose us or our employees to fines and penalties, and result in the limitation or prohibition of our conduct of business.

prohibition of our conduct of business.

In addition, we have recently received numerous inquiries from foreign regulators asking for information about advertising technology generally and our business specifically.

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As a result, the use of the Company’s total domestic NOL carryforwards and tax credits generated prior to the ownership change will be subject to annual use limitations under Section 382 and Section 383 of the Code and comparable state income tax laws.

The Company believes that the ownership changes will not impact the ability to utilize substantially all of our NOLs and state research and development tax credits to the extent we generate taxable income that can be offset by such losses.

The Company reasonably expects its federal research and development tax credits will not be recovered prior to expiration.

The Company believes

that the ownership changes will not impact the ability to utilize substantially all of our NOLs and state research and development tax credits to the extent we generate taxable income that can be offset by such losses.

Also, depending on the timing and level of our taxable income, a portion of our NOLs may expire unutilized, which could prevent us from offsetting future taxable income we may generate by the amount of our NOLs and credit carryforwards generated in tax years beginning before December 31, 2018.

federal NOLs generated for tax years beginning before

December 31, 2018 can offset 100% of taxable income, however, these NOLs can only be carried forward for 20 years.

federal NOLs generated for tax years beginning before December 31, 2018 can offset 100% of taxable income, however, these NOLs can only be carried forward for 20 years.

federal NOLs generated for tax years beginning after December 31, 2018 can offset 80% of taxable income, however, these NOLs can be carried forward indefinitely.

We maintain a partial valuation allowance related to our NOLs, credit carryforwards, and other net deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

To the extent we determine that all, or a portion of, our valuation allowance is no longer necessary, we will reverse the valuation allowance and recognize an income tax benefit in the reported financial statement earnings in that period.

Once the valuation allowance is eliminated or reduced, its reversal will no longer be available to offset our current financial statement income tax provision in future periods.

Release of the valuation allowance would result in the recognition of certain net deferred tax assets and a decrease to income tax expense for the period the release is recorded.

However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve and the impact of Section 382.

As of December 31, 2025, we have released our U.S.

federal valuation allowances, the majority of our state valuation allowances, and certain foreign valuation allowances on deferred tax assets based on sustained profitability and cumulative three-year pre-tax income.

As a result, significant deferred tax assets are reflected on our balance sheet.

The realization of these deferred tax assets depends on our ability to generate sufficient taxable income in the relevant jurisdictions during the periods in which the temporary differences reverse and tax attributes remain available.

If our actual results differ materially from our projections, if we experience a significant decline in profitability, or if tax laws or interpretations change, we may determine that it is no longer more likely than not that some portion or all of our deferred tax assets will be realized.

In such event, we would be required to establish or increase a valuation allowance through income tax expense, which could materially increase our effective tax rate and adversely affect our financial condition and results of operations.

We may require additional capital to support our business or to refinance our existing debt obligations as they come due, and such capital might not be available on terms acceptable to us, if at all.

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We may not be able to obtain additional financing on terms favorable to us, if at all.

If we are unable to obtain adequate financing on terms satisfactory to us when we require it or are unable to renew our credit facility when it matures or enter into a new one or we are unable to refinance our Convertible Senior Notes before they come due, on terms satisfactory to us or at all, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business and financial condition may be adversely affected.

If we are unable to obtain adequate financing on terms satisfactory to us when we require it or are unable to renew our credit facility when it matures or enter into a new one or we are unable to refinance or otherwise satisfy our Convertible Senior Notes before they come due, on terms satisfactory to us or at all, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business and financial condition may be adversely affected.

If we do raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

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We cannot guarantee that our repurchase program will enhance shareholder value, and repurchases could affect the price of our common stock and Convertible Senior Notes.

On February 1, 2024, our Board of Directors approved a repurchase program (the "Repurchase Plan"), under which we are authorized to repurchase common stock or Convertible Senior Notes, with an aggregate market value of up to $125.0 million, through February 2026.

The Repurchase Plan allows us to repurchase our common stock or Convertible Senior Notes using open market stock purchases, privately negotiated transactions, block trades or other means in accordance with U.S.

On February 23, 2026, our Board of Directors approved a repurchase program (the "February 2026 Repurchase Plan"), under which we are authorized to repurchase common stock with an aggregate market value of up to $200.0 million, through February 29, 2028.

The February 2026 Repurchase Plan allows us to repurchase our common stock using open market stock purchases, privately negotiated transactions, block trades or other means in accordance with U.S.

securities laws.

The number of securities repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, share price, trading volume and general market conditions, along with working capital requirements, general business conditions, other opportunities that we may have for the use or investment of our capital and other factors.

The Repurchase Plan does not obligate us to repurchase any particular amount of common stock or Convertible Senior Notes and may be suspended, modified or discontinued at any time at our discretion.

The Repurchase Plan could affect the price of our common stock and Convertible Senior Notes, increase volatility and diminish our cash reserves.

If securities or industry analysts do not publish, or cease publishing, research or reports about us, our business or our market, if they publish negative evaluations of our stock, or if we fail to meet the expectations of analysts, the price of our stock and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors.

We do not have any control over these analysts, and their reports or analysts' consensus may not reflect our guidance, plans or expectations.

If one or more of the analysts covering our business issues an adverse opinion of our company because we fail to meet their expectations or otherwise, the price of our stock could decline.

If one or more of these analysts cease to cover our stock, we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

The February 2026 Repurchase Plan does not obligate us to repurchase any particular amount of common stock and may be suspended, modified or discontinued at any time at our discretion.

The February 2026 Repurchase Plan could affect the price of our common stock, increase volatility and diminish our cash reserves.

Provisions of our charter documents and Delaware law may inhibit a potential acquisition of the company and limit the ability of stockholders to cause changes in company management.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors