What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-03-06 compared with 2024-03-12 · 138 added, 169 removed, 415 unchanged (43% of the section changed)

25 unchanged sentences

• We may incur another impairment of goodwill or other intangible assets.

• Changes in the fair value of our financing derivatives or warrants could adversely affect our financial condition and results.

• We may encounter difficulties managing our costs, may continue to incur net losses, and may not achieve profitability.

• Changes in the fair value of our financing derivatives could adversely affect our financial condition and results.

• We may continue to incur net losses and may not achieve profitability.

• Our net operating loss carryforwards may expire unutilized or underutilized.

6 unchanged sentences

Risks Related to International Operations

• Our business could become increasingly susceptible to risks associated with international operations.

• Our business is susceptible to risks associated with international operations.

• Export controls and sanctions laws could impair our ability to compete in international markets and subject us to liability.

3 unchanged sentences

• The holders of our Preferred Stock have significant influence and rights that may conflict with the interests of our other stockholders.

• We may not realize the anticipated benefits of our Preferred Stock transactions, including commercial benefits from our data license with Charter.

• Our financing and debt obligations and covenants could restrict our operating flexibility.

9 unchanged sentences

The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities, and the economy in general.

Over the past two years, macroeconomic factors including inflation, rising interest rates and supply chain disruptions have caused some advertisers to reduce or delay advertising expenditures.

In recent years, macroeconomic factors including inflation, rising interest rates and supply chain disruptions have caused some advertisers to reduce or delay advertising expenditures.

These declines, which may continue in future periods, have a direct impact on demand for our products, which measure advertising campaigns and audiences across platforms.

18 unchanged sentences

As the media and advertising industries increasingly evaluate advertising campaigns across various forms of media, the ability to measure the combined size and composition of audiences across channels and platforms is increasingly important and in demand.

If we are unable to gain or maintain access to information measuring a media component or type, or if we are unable to do so on

If we are unable to gain or maintain access to information measuring a media component or type, or if we are unable to do so on commercially reasonable terms, our ability to meet our customers' demands and our business and financial performance may be harmed.

Furthermore, even if we do have access to a particular form of data, if we have insufficient technology or encounter

Table of Conte nt s

commercially reasonable terms, our ability to meet our customers' demands and our business and financial performance may be harmed.

Furthermore, even if we do have access to a particular form of data, if we have insufficient technology or encounter challenges in our methodological approaches, our products may be inferior to other offerings, and we may be unable to meet our customers' demands.

challenges in our methodological approaches, our products may be inferior to other offerings, and we may be unable to meet our customers' demands.

In such event, our business and financial performance may be harmed.

19 unchanged sentences

The most common Internet browsers allow users to delete and block cookies through changes to their settings, and some browsers and software providers block cookies by default.

Moreover, Google has publicly stated that it will stop allowing cross-domain third-party cookies in its Chrome browser in 2024, and Apple previously stopped supporting third-party cookies in its Safari browser.

We also maintain mechanisms for users to opt out of the collection of their information via cookies and other technologies.

Any substantial reduction in the availability, use or effectiveness of cookies - whether due to user opt-outs, browser changes, regulatory action or otherwise - could negatively affect our products that use these technologies.

As we innovate and adapt our methodologies to address the deprecation of cookies and other technological challenges, our products may be negatively impacted.

As we innovate and adapt our methodologies to address limitations on cookies and other technological challenges, our products may be negatively impacted.

For example, we may be unable to report the same types of data or level of granularity as previously available;

6 unchanged sentences

If we are unable to develop and integrate timely enhancements to, and new features for, our existing methodologies or products or if we are unable to develop new products and technology that keep pace with rapid technological developments, changing industry standards or consumer preferences, our products may become obsolete, less marketable and less competitive, and our business will be harmed.

Table of Conte nt s

Furthermore, the market for our products is characterized by changes in protocols and evolving industry standards.

For example, industry associations such as the Advertising Research Foundation, the Council of American Survey Research Organizations, the Internet Advertising Bureau, and the Media Rating Council as well as foreign and international industry associations have initiated efforts to either review market research methodologies across the media that we measure or develop minimum standards for such research.

Failure to seek or achieve accreditation, delays in accreditation, or adverse audit findings may negatively impact the market acceptance of our products.

Meanwhile, successful accreditation or audits may lead to costly changes to our procedures and methodologies and may not result in the anticipated commercial benefits.

For example, industry associations such as the Advertising Research Foundation, the Council of American Survey Research Organizations, the Internet Advertising Bureau, the U.S.

Joint Industry Committee and the Media Rating Council as well as foreign and international industry associations have undertaken efforts to review market research methodologies across the media that we measure and/or

Table of Conte nt s

develop minimum standards, accreditations or certifications for such research.

Failure to seek or achieve accreditation or certification, delays in accreditation or certification, or adverse audit findings may negatively impact the market acceptance of our products.

Meanwhile, successful accreditation, certification or audits may lead to costly changes to our procedures and methodologies, may divert development resources from other priorities, and may not result in the anticipated commercial benefits.

Our business may be harmed if we deliver, or are perceived to deliver, inaccurate or untimely information products.

The metrics contained in our products may be viewed as an important measure of the success of certain businesses, especially those that utilize our metrics to evaluate a variety of investments ranging from their internal operations to advertising initiatives.

The metrics contained in our products may be viewed as an important measure of the success of certain businesses, especially those that utilize our metrics to evaluate priorities ranging from their internal operations to advertising initiatives.

If the information that we provide to our customers, the media, or the public is inaccurate, or perceived to be inaccurate, whether due to inadequate methodological approaches, errors, biases towards certain available data sources or partners, disparate data sets across our products, defects or errors in data collection and processing (conducted by us or by third parties) or the systems used to collect, process or deliver data, our business may be harmed.

15 unchanged sentences

Such customers may elect to publicly air their dissatisfaction with the methodological changes made by us, which may damage our brand and harm our reputation.

If we are not able to maintain panels of sufficient size and scope, or if the costs of establishing and maintaining our panels increase, our business could be harmed.

If we are not able to maintain panels of sufficient size and scope, or if the costs of establishing and maintaining our panels continue to increase, our business could be harmed.

We believe that the quality, size and scope of our research panels are important to our business.

In recent years, however, panel participation has declined, in part due to changes by software providers that have made it more difficult to obtain consent to participate in panels, steps taken by antivirus providers to remove third-party measurement software despite panelists' previous consent, and operating system updates (including iOS and Android) that limit the ability of third parties to measure device usage.

At the same time, the difficulty of recruiting new panelists has increased.

Although we have taken steps to mitigate the impact of these changes on our business, there can be no assurance that we will be able to maintain panels of sufficient size and scope to provide the quality of marketing intelligence that our customers demand from our products.

We anticipate that the cost of panel recruitment will increase with the proliferation of proprietary and secure media content delivery platforms, evolving industry practices and regulatory developments, and that the difficulty in collecting these forms of data will continue to grow, which may require significant hardware and software investments, as well as increases to our panel incentive and panel management costs.

To the extent that such additional expenses are not accompanied by increased revenues, our operating margins may be reduced and our financial results could be adversely affected.

If we are unable to maintain panels of sufficient size and scope, we could face negative consequences, including degradation in the quality and competitiveness of our products, failure to receive accreditation from industry associations, loss of customers and damage to our brand.

At the same time, the difficulty and cost of recruiting new panelists have increased.

Although we have taken (and continue to take) steps to mitigate the impact of these changes on our business, there can be no assurance that we will be able to maintain panels of sufficient size and scope to provide the quality of marketing intelligence that our customers demand from our products.

We anticipate that the cost of traditional panel recruitment will continue to increase with the proliferation of proprietary and secure media content delivery platforms, evolving industry practices and regulatory developments, and that the difficulty in collecting these forms of data will continue to grow, which may require significant hardware and software investments, increases to our panel incentive and panel management costs, and evaluation of alternative panel resources.

To the extent that any additional expenses are not accompanied by increased revenues, our operating margins may be reduced and our financial results could be adversely affected.

If we are unable to maintain panels of sufficient size and scope, whether through traditional recruitment or alternative sources, we could face negative consequences, including degradation in the quality and competitiveness of our products, failure to receive accreditation or certification from industry associations, loss of customers and damage to our brand.

We derive a significant portion of our revenues from sales of our subscription-based products.

3 unchanged sentences

however, syndicated digital revenue from our smaller and international customers has declined in recent years.

If additional customers terminate their subscriptions for our products, do not renew their subscriptions, delay renewals of their subscriptions or renew on terms less favorable to us, our revenues could decline and our business could suffer.

Our customers have no obligation to renew after the expiration of their subscription periods, and we cannot be assured that current subscriptions will be renewed at the same or higher dollar amounts, if at all.

Furthermore, our newer products, for which revenue is

Table of Conte nt s

Our customers have no obligation to renew after the expiration of their initial subscription period, and we cannot be assured that current subscriptions will be renewed at the same or higher dollar amounts, if at all.

Furthermore, our newer products, for which revenue is recognized based on impressions used, are subject to higher fluctuations in revenue.

recognized based on impressions used, are subject to higher fluctuations in revenue.

Our customer renewal rates may decline or fluctuate due to a number of factors, including customer satisfaction or dissatisfaction with our products, the costs or functionality of our products, the prices or functionality of products offered by our competitors, the health of the advertising marketplace and the industries in which we operate, mergers and acquisitions affecting our customer base, general economic conditions or reductions in our customers' spending levels.

3 unchanged sentences

For the years ended 2024, 2023 and 2022, we derived 34%, 37% and 34%, respectively, of our total revenues from our top 10 customers.

Uncertain economic conditions, changes in the regulatory environment or other factors, such as the failure or consolidation of large customer companies, internal reorganization or changes in focus, or dissatisfaction with our products, may cause certain large customers to terminate or reduce their subscriptions and contracts with us.

Uncertain economic conditions, changes in the political or regulatory environment or other factors, such as the failure or consolidation of large customer companies, internal reorganization or changes in customer buying processes, or dissatisfaction with our products, may cause certain large customers to terminate or reduce their subscriptions and contracts with us or may increase our costs to retain those customers.

The loss of any one or more of these customers could decrease our revenues and harm our current and future operating results.

25 unchanged sentences

• incur debt, which may be on terms unfavorable to us or that we are unable to repay.

Table of Conte nt s

We also have entered into relationships with certain third-party providers to expand our product offerings, and we may enter into similar arrangements in the future.

These or other future relationships or transactions may involve preferred or exclusive licenses, discount pricing, provision of our products and services without charge, or investments in other businesses to expand our sales capabilities.

These transactions could be material to our financial condition and results of operations, and though these transactions may provide additional benefits, they may not be profitable immediately or in the long term.

Negotiating any such transactions could be time-consuming, difficult and expensive, and our ability to close these transactions may be subject to regulatory or other approvals and other conditions that are beyond our control.

Consequently, we can make no assurances that any such transactions, investments or relationships, if undertaken and announced, would be completed or successful.

These relationships and transactions sometimes involve preferred or exclusive licenses, discount

Table of Conte nt s

pricing, provision of our products and services without charge, or investments in other businesses to expand our product development and sales capabilities.

These transactions may be material to our financial condition and results of operations, and though these transactions may provide additional benefits, they may not be profitable immediately or in the long term.

Negotiating any such transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may be subject to regulatory or other approvals and other conditions that are beyond our control.

We can make no assurances that any such transactions, investments or relationships will be completed or successful.

The impact of any one or more of these factors could materially and adversely affect our business, financial condition or results of operations.

4 unchanged sentences

While prior incidents have not materially affected our business strategy, results of operations or financial condition to date, and although our processes are designed to help prevent, detect and mitigate the impact of such incidents, we cannot guarantee that a future incident will not materially affect our strategy, results of operations or financial condition.

Cybersecurity breaches continue to evolve in sophistication and may be difficult to detect and remediate.

A security incident or failure of our network or data gathering procedures, or those of our third-party data suppliers, could result in liability to the Company, impede the processing of data, cause the corruption or loss of data, prevent the timely delivery of our products, give rise to government inquiries or enforcement actions, or damage our brand and reputation.

Attempted cybersecurity breaches continue to evolve in sophistication and frequency and may be difficult to detect and remediate.

In the future, we may need to expand our network and systems at a more rapid pace than we have in the past.

2 unchanged sentences

Any lapse in our ability to collect or transmit data may decrease the value of our products and prevent us from providing the data requested by our customers and partners.

Any disruption in our data processing or any loss, exposure or misuse of internet user data may damage our reputation and result in the loss of customers, partners and vendors and the imposition of penalties or other legal or regulatory action, and our business, financial condition and results of operations could be materially and adversely affected.

Any disruption in our data processing or any loss, exposure or misuse of data may damage our reputation and result in the loss of customers, partners and vendors and the imposition of penalties or other legal or regulatory action, and our business, financial condition and results of operations could be materially and adversely affected.

We are subject to customer and partner security reviews, and failure to pass these reviews could have an adverse impact on our operations.

12 unchanged sentences

A natural disaster or an act of terrorism, a decision to close the facilities without adequate notice, or other unanticipated problems could result in lengthy interruptions in availability of our products.

We may also encounter capacity limitations at our third-party data centers.

We may also encounter capacity limitations and cost increases at our third-party data centers.

Additionally, our data center facility agreements are of limited durations, and our data center facilities have no obligation to renew their agreements with us on commercially reasonable terms, if at all.

We select our third-party data center providers through a rigorous process based on redundant capability and compliance with industry standards and audits.

We believe that we will be able to renew, or find alternative data center facilities, on commercially reasonable terms, although there can be no guarantee of this.

If we are unable to renew our agreements with the owners of the facilities on commercially reasonable terms, or if we migrate to a new data center, we may experience delays in delivering our products until an agreement with another data center facility can be arranged or the migration to a new facility is completed.

Table of Conte nt s

We believe that we will be able to renew or find alternative providers on commercially reasonable terms, although there can be no guarantee of this.

If we are unable to renew our agreements with the owners of the facilities on commercially reasonable terms, or if we migrate to a new provider, we may experience significant cost increases or delays in delivering our products until an agreement with another provider can be arranged or the migration to a new facility is completed.

If we or the third-party data centers that we use were to experience a major power outage, we would have to rely on back-up generators, which may not function properly, and their supply may be inadequate.

Such a power outage could result in the disruption of our business.

Such a power outage could result in the disruption

Table of Conte nt s

of our business.

Additionally, if our current facilities fail to have sufficient cooling capacity or availability of electrical power, we would need to find alternative facilities and could experience delays in delivering our products.

We have engaged in an initiative to transform certain data collection, processing and delivery systems from traditional data centers to cloud-based platforms.

The migration of these processes requires significant time and resources from our management, technology and operations personnel and introduces new requirements for security, financial and software development controls.

This initiative may divert resources from other priorities, which could have a negative impact on our revenue and growth opportunities.

We have begun an initiative to transform certain data collection, processing and delivery systems from traditional data centers to cloud-based platforms.

The migration of these processes has required, and will continue to require, significant time and resources from our management, technology and operations personnel and has introduced new requirements for security, financial and software development controls.

This initiative has diverted and may continue to divert resources from other priorities, which could have a negative impact on our revenue and growth opportunities.

If the migration of these processes is not successful, or if the initiative takes longer or requires more resources than we anticipate, our results of operations and financial condition could be adversely affected.

7 unchanged sentences

Achieving our long-term revenue and profitability goals depends significantly on our ability to allocate resources in line with our strategic objectives and control our operating costs.

As described in Footnote 15 , Organizational Restructuring, of the Notes to the Consolidated Financial Statements included in Part II, Item 8 of this 10-K, we communicated a workforce reduction in 2022 as part of our broader efforts to improve cost efficiency and better align our operating structure and resources with strategic priorities (collectively, the "Restructuring Plan").

We expect the Restructuring Plan to be substantially complete in 2024.

In addition to employee terminations, the Restructuring Plan has included the reallocation of commercial and product development resources;

reinvestment in and modernization of key technology platforms;

consolidation of data storage and processing activities to reduce our data center footprint;

and reduction of other operating expenses.

If the Restructuring Plan does not generate the expected cost savings, our business and financial results could be adversely affected.

Moreover, some of the organizational and operational changes we have made and are making in connection with the Restructuring Plan require careful management to avoid disrupting customer, partner and employee relationships.

If we do not successfully manage our restructuring activities, including the Restructuring Plan, the expected benefits may not be realized, and our operations and business could be disrupted.

In addition to employee terminations, our restructuring activities have included the reallocation of commercial and product development resources, reinvestment in and modernization of key technology platforms, consolidation of data storage and processing activities to reduce our data center footprint, and reduction of other operating expenses.

If our restructuring activities do not generate the expected cost savings, our business and financial results could be adversely affected.

Moreover, some of the organizational and operational changes we have made and are making require careful management to avoid disrupting customer, partner and employee relationships.

If we do not successfully manage our restructuring activities, the expected benefits may not be realized, and our operations and business could be disrupted.

We rely heavily on our management team and other personnel to operate and grow our business.

8 unchanged sentences

Failure to ensure effective transitions and knowledge transfers may adversely affect our operations and our ability to execute on our strategic plans and growth initiatives.

The effectiveness of our equity awards as a means to recruit and retain key personnel has diminished, and we may need to request additional shares for our equity plan or grant equity awards outside of our existing plan.

The availability and effectiveness of equity awards as a means to recruit and retain key personnel have diminished, and we may need to request additional shares for our equity plan or grant equity awards outside of our existing plan.

Historically, we have relied on equity awards as one means of recruiting and retaining key personnel, including our senior management.

Due to declines in our stock price in recent years, the effectiveness of our outstanding equity awards as a means to retain key personnel has diminished.

Moreover, the quantity of equity awards we are able to grant under our 2018 Equity and Incentive

Table of Conte nt s

Compensation Plan ("2018 Plan") is limited.

These limits have impacted our ability to offer new awards to current and prospective employees, which in turn has contributed to employee retention and hiring challenges.

Due to declines in our stock price in recent years, the effectiveness of equity awards as a means to attract and retain key personnel has diminished, and we have had to shift a larger portion of employee compensation to cash.

Moreover, the quantity of equity awards we are able to grant under our 2018 Equity and Incentive Compensation Plan ("2018 Plan") is limited.

These limits have further impacted our ability to offer awards to current and prospective employees, which in turn has contributed to employee retention and hiring challenges.

In order to address our compensation needs, we may seek an amendment to our 2018 Plan to increase the number of shares available for future equity awards.

We also may consider granting equity awards outside of our 2018 Plan, as we did with a 2021 executive hire.

We also may consider granting equity awards outside of our 2018 Plan, as we did

Table of Conte nt s

with a 2021 executive hire.

Either of these options would result in additional dilution to our existing stockholders.

Alternatively, we may need to shift a larger portion of employee compensation to cash, which could adversely affect our liquidity and financial condition.

Alternatively, we may need to shift an even larger portion of employee compensation to cash, which could adversely affect our liquidity and financial condition.

Risks Related to Our Results of Operations

4 unchanged sentences

Factors that may cause fluctuations in our revenues or results of operations include:

• our ability to increase sales to existing customers and attract new customers in the current economic environment;

• changes in our customers' subscription renewal behaviors and spending on projects, particularly custom projects and usage-based products;

• the impact of our contract renewal rates caused by our customers' budgetary constraints, competition, customer dissatisfaction or customer corporate restructuring or consolidation;

• the timing of contract renewals, delivery of products and duration of contracts and the corresponding timing of revenue recognition;

• the effect of revenues generated from significant one-time projects or the loss of such projects;

• the timing and success of new product introductions or changes in methodology by us or our competitors, particularly in light of cookie deprecation and other technological changes in our industry;

• changes in our customers' buying behaviors, including disintermediation of traditional channels;

• variability of demand for custom projects and usage-based products;

• changes to contract renewal rates caused by our customers' budgetary constraints, competition, or customer corporate restructuring or consolidation;

• the timing and success of new product introductions or changes in methodology, particularly in light of consent requirements, cookie deprecation and other changes in our industry;

• the impact of our Preferred Stock transactions, including our long-term data license with Charter;

• changes in our pricing and discounting policies or those of our competitors;

• the impact of our decision to discontinue certain products or exit certain geographic regions;

• our failure to accurately estimate or control costs, including those incurred as a result of business or product development initiatives, restructuring activities, legal proceedings, strategic or financing transactions, and the integration of acquired businesses;

• our failure to accurately estimate or control costs, including those incurred as a result of technology upgrades, product development initiatives and restructuring activities;

• the cost and availability of data from third-party sources and the cost to integrate such data into our systems and products and implement new use cases;

• adverse judgments or settlements, or increased legal fees, in legal disputes or government proceedings;

• costs incurred in connection with corporate transactions, including financial advisory, legal, accounting, consulting and other advisory fees and expenses;

• costs incurred in connection with strategic or financing transactions, including financial advisory, legal, accounting, consulting and other advisory fees and expenses;

• service of our existing debt and incurrence of additional debt;

1 unchanged sentence

• service outages, other technical difficulties or security breaches;

• limitations relating to the capacity of our networks, systems and processes;

• maintaining appropriate staffing levels and capabilities, particularly during organizational restructuring;

• limitations on our ability to use equity awards to compensate current and prospective employees;

• the cost and timing of organizational restructuring;

• the timing of any changes to our deferred tax valuation allowance;

• changes in the fair value of our financing derivatives or warrants;

• general economic, political, regulatory, industry and market conditions and those conditions specific to media and advertising internet usage and online businesses.

• the impact of foreign currency exchange rates;

• general economic, political, regulatory, industry and market conditions and those conditions specific to media and advertising businesses.

We believe that our revenues and results of operations on a year-over-year and sequential quarter-over-quarter basis may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful.

Investors are cautioned not to rely on the results of prior periods as an indication of future performance.

Table of Conte nt s

We may not be able to generate or obtain sufficient cash to service our debt, dividend obligations, lease facilities and trade payables.

We currently have indebtedness and lease facilities, as well as trade payables, including expenses incurred in prior periods.

In addition, we are required to pay annual dividends on our Preferred Stock, which we deferred in 2023 and continue to accrue, and we may incur additional debt for operations or to fund a special dividend to the holders of our Preferred Stock.

Moreover, our existing credit facility matures in May 2024, and we do not currently have an agreement in place to extend or refinance the facility upon its maturity.

These obligations could require us to use a large portion of our cash flow from operations to service our debt, current and deferred dividend obligations, and lease facilities and pay accrued expenses.

In addition, we are required to pay annual dividends on our Preferred Stock, and we may incur additional debt for operations or to fund a special dividend to the holders of our Preferred Stock.

These obligations could require us to use a large portion of our cash flow from operations to service our debt, dividend obligations, and lease facilities and pay accrued expenses.

They could also limit our flexibility to invest in our business and adjust to market conditions, which could impact our customer relationships and place us at a competitive disadvantage.

We expect to obtain the funds to pay our expenses and meet our financial obligations from cash flow from our operations and, potentially, from other debt or equity offerings and transactions.

We expect to obtain the funds to pay our expenses and meet our financial obligations from cash flow from our operations, existing debt facilities and, potentially, from other debt or equity offerings and transactions.

Accordingly, our ability to meet our obligations depends on our future performance and corporate activities, which will be affected by financial, business, contractual, economic and other factors, some of which are beyond our control.

1 unchanged sentence

It could also lead to costly litigation.

If our cash flow and capital resources prove inadequate to allow us to pay the interest and principal on our debt when due and meet our other financial obligations, we could face substantial liquidity challenges and might be required to dispose of material assets or operations, restructure or refinance our debt (which we may be unable to do on acceptable terms) or forego attractive business opportunities.

Table of Conte nt s

If our cash flow and capital resources prove inadequate to allow us to satisfy our trade payables, pay the interest and principal on our debt when due, invest in our business and meet our other financial obligations, we could face substantial liquidity challenges and might be required to dispose of material assets or operations, obtain alternative financing (which we may be unable to do on acceptable terms) or forego attractive business opportunities.

In addition, the terms of our existing or future financing agreements and Preferred Stock may restrict us from pursuing these alternatives.

9 unchanged sentences

If the assumptions used in our analysis are not realized, it is possible that additional impairment charges may need to be recorded in the future.

Changes in the fair value of our derivative financial instruments or warrants could adversely affect our financial condition and results of operations.

Our financing derivatives and warrants are classified as liabilities in our consolidated financial statements.

We use various models and assumptions to determine the fair value of these liabilities, including assumptions with respect to market rates, the price and volatility of our Common Stock, the probability of occurrence of certain events, and term.

Any change in our assumptions could result in a change in the fair value of our derivative liabilities or warrants, which would be recorded to earnings and could significantly affect our financial condition and results of operations.

Any adjustment to the terms of our warrants (whether due to the application of antidilution provisions, payment of a special dividend or otherwise) also could result in a change in the fair value of the warrants and affect our financial condition and results of operations.

We may encounter difficulties managing our costs, which could adversely affect our results of operations.

We believe that we will need to continue to effectively manage our organization, operations and facilities in order to accommodate changes in our business and to successfully integrate acquired data and businesses.

If we continue to change or grow, either organically or through acquired businesses, our current systems and facilities may not be adequate and may need to be expanded or reduced.

For example, we may be required to enter into leases for additional facilities or commit to significant investments in the build out of current or new facilities, or we may need to renegotiate or terminate leases to reflect changes in our business and workforce.

If we are unable to effectively forecast our facilities needs or if we are unable to sublease or terminate leases for unused space, we may experience increased and unexpected costs.

Moreover, our need to effectively manage our operations and cost structure requires that we continue to assess and improve our operational, financial and management controls, reporting systems and procedures.

From time to time, as a result of acquisition integration initiatives, or through efforts to improve or streamline our operations (including the Restructuring Plan), we have reduced our workforce or reassigned personnel, and we may do so in the future.

Such actions may expose us to disruption by dissatisfied employees or employee-related claims, including claims by terminated employees

Table of Conte nt s

who believe they are owed more compensation than we believe these employees are due under our compensation and benefit plans, or claims maintained internationally in jurisdictions whose laws and procedures differ from those in the U.S.

If we are not able to efficiently and effectively manage our cost structure and resolve employee-related claims, or if we are unable to manage our space to support our needs, our business may be impaired.

Changes in the fair value of our derivative financial instruments could adversely affect our financial condition and results of operations.

We use various models and assumptions to determine the fair value of our financing derivatives, including assumptions with respect to term and the probability of occurrence of certain events.

Any change in our assumptions could result in a change in the fair value of our derivatives, which would be recorded to earnings and could significantly affect our financial condition and results of operations.

We have a history of significant net losses, may incur significant net losses in the future and may not achieve profitability.

2 unchanged sentences

As of December 31, 2024, we had an accumulated deficit of $1.5 billion.

Because a large portion of our costs are fixed, we may not be able to adequately reduce our expenses in response to any decrease in our revenues, which would materially and adversely affect our operating results.

Because a large portion of our costs are fixed, we may not be able to adequately reduce our expenses in response to any decrease in our revenues, which would adversely affect our operating results.

In addition, our operating expenses may increase as we implement certain growth initiatives and restructuring activities, which include, among other things, the development of new products, enhancement of our data assets and infrastructure, and payment of severance and other costs in connection with organizational restructuring.

If our revenues do not increase to offset these increases in costs and operating expenses, our operating results would be materially and adversely affected.

If our revenues do not increase to offset these increases in costs and operating expenses, our operating results would be adversely affected.

Our net operating loss carryforwards may expire unutilized or underutilized, which could prevent us from offsetting future taxable income.

7 unchanged sentences

We estimate that $436.2 million of our U.S.

federal net operating loss carryforwards are utilizable given the annual limitations under Section 382.

We have not yet completed the Section 382 analysis for our state net operating loss carryforwards, but we believe a portion of these will also not be utilizable due to the annual limitations under Section 382.

Our net operating loss carryforwards begin to expire in 2024 for federal and state income tax reporting purposes.

federal net operating loss carryforwards and $1.3 billion of our state net operating loss carryforwards are utilizable given the annual limitations under Section 382.

Our net operating loss carryforwards begin to expire in 2025 for federal and 2026 for state income tax reporting purposes.

The federal and certain state net operating losses generated after December 31, 2017 have an indefinite carryforward period as a result of the enactment of the Tax Cuts and Jobs Act ("TCJA").

5 unchanged sentences

entities and certain foreign subsidiaries, including net operating loss carryforwards.

Table of Conte nt s

Risks Related to Legal and Regulatory Compliance, Litigation and Tax Matters

5 unchanged sentences

These laws and regulations apply to the collection, transmission, storage and use of personal information, among other things.

The regulatory environment surrounding information security and data privacy varies from jurisdiction to jurisdiction and is constantly evolving and increasingly demanding.

The restrictions imposed by such laws continue to develop and may require us to incur substantial costs and fines or adopt additional compliance measures, such as notification requirements and corrective actions.

They also may require us to change our business practices and modify the products that we offer, which may increase our costs and decrease the quality and functionality of our products.

The regulatory environment surrounding information security, data privacy and the use of AI in data collection and processing varies from jurisdiction to jurisdiction and is constantly evolving and increasingly demanding.

The restrictions imposed by such laws continue to develop and may require us to incur substantial costs and fines or adopt additional disclosure or compliance measures, such as notification requirements and corrective actions.

They also have required, and may continue to require, us to change our business practices and modify the products that we offer, which may increase our costs and decrease the quality and functionality of our products.

Any perception of our practices, products or services as a violation of individual privacy rights may subject us to public criticism, loss of customers, partners or vendors, litigation (including class action lawsuits), reputational harm, or investigations or claims by regulators, industry groups, activist groups or other third parties, all of which could significantly disrupt our business and expose us to increased liability.

Additionally, laws regulating privacy and third-party products purporting to address privacy concerns could negatively affect the functionality of, and demand for, our products and services, thereby resulting in loss of customers, partners and vendors and harm to our business.

Table of Conte nt s

In addition to our own data privacy, security and governance policies, we also rely on security questionnaires and contractual representations made to us by customers, partners, vendors and other third-party data providers that their own use of our services and the information they provide to us do not violate any applicable privacy laws, rules and regulations or their own privacy or security policies.

3 unchanged sentences

Unauthorized parties may also attempt to gain physical access to our information systems.

This risk may be heightened in U.S.

election years, particularly from foreign governments and other foreign actors.

Any breach of our security measures or the accidental loss, inadvertent disclosure or unauthorized dissemination of proprietary information or sensitive, personal or confidential data about us, our employees or our customers, partners or vendors, including the potential loss or disclosure of such information or data as a result of hacking, fraud, trickery or other forms of deception, could expose us, our employees, our customers or the individuals affected to risks of loss or misuse of this information.

6 unchanged sentences

and foreign laws and regulations are varied, overlapping and at times conflicting, resulting in higher risk related to compliance.

A number of laws have recently come into effect, and there are proposals pending before federal, state and foreign legislative and regulatory bodies that have affected and are likely to continue to affect our business.

For example, the European Union's ("EU") General Data Protection Regulation, or GDPR, became effective in 2018, imposing more stringent EU data protection requirements and providing for greater penalties for noncompliance.

A number of laws have come into effect over the past decade, and there are proposals pending before federal, state and foreign legislative and regulatory bodies that have affected and are likely to continue to affect our business.

For example, the European Union's ("EU") General Data Protection Regulation, or GDPR, has imposed more stringent EU data protection requirements with greater penalties for noncompliance.

In addition, regulators in the EU, the U.S.

and elsewhere are increasingly focused on transparency, consent, consumer choice and the collection of data using tracking technologies.

and elsewhere have increasingly focused on transparency, consent, consumer choice and the collection of data using tracking technologies.

In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there have been expanded enforcement efforts in this area.

states have also adopted comprehensive privacy laws governing the collection and use of personal information.

The California Consumer Privacy Act, which went into effect in 2020, was substantially expanded by the California Privacy Rights Act of 2020, which went into effect in 2023.

The Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Connecticut Data Privacy Act and the Utah Consumer Privacy Act all came into effect in 2023 as well.

Additional comprehensive state laws will come into effect over the next few years.

These laws have expanded consumer rights to include individual rights of access, deletion, portability, correction and appeal and the right to "opt in" to collection and use of certain types of personal information deemed sensitive under the laws.

states have also adopted comprehensive privacy laws governing the collection and use of personal information, with more expected in 2025 and beyond.

Table of Conte nt s

sensitive under the laws.

federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and impose new and complex requirements on our business.

Artificial intelligence, or AI, is also the subject of evolving review by various governments and regulatory agencies around the world.

For example, provisional agreement on a proposed EU AI Act was reached in 2023, including that specific transparency and other requirements would be introduced for general purpose AI systems and the models on which those systems are based.

In addition, a U.S.

Executive Order on the Safe, Secure and Trustworthy Development and Use of Artificial Intelligence devises a framework for the U.S.

government to regulate private-sector use and development of certain foundational models, among other things.

These new and changing laws and regulations covering the development, use and provision of AI technologies and other digital products and services could impact our ability to use certain methodologies or limit our ability to pursue alternative strategies to build our products.

New and changing laws and regulations covering the development, use and provision of AI technologies and other digital products and services could impact our ability to use certain methodologies, impose new disclosure or consent requirements, or limit our ability to pursue alternative strategies to build our products.

We may also be required to expend resources to adjust and analyze certain product offerings and methodologies as the regulatory environment evolves.

1 unchanged sentence

However, the application, interpretation, and enforcement of these laws and regulations are often uncertain, particularly in the rapidly evolving industries in which we operate, and may be interpreted and applied inconsistently from country to country, state to state, and customer to customer, and inconsistently with our current policies and practices.

Table of Conte nt s

Additionally, the costs of compliance with, and the other burdens imposed by, these and other laws, regulatory actions and customer or partner policies may prevent us from selling our products, may require us to alter our products in ways that make them less competitive or compelling to customers, may divert development resources from other priorities, may continue to increase the costs associated with selling our products, and may affect our ability to invest in or jointly develop products in the U.S.

23 unchanged sentences

If we are unable to protect our intellectual property rights, or if we must engage in costly and time-consuming litigation to enforce our rights, our results of operations and financial condition could be adversely affected.

Table of Conte nt s

Our use of open source software could limit our ability to sell our products, subject our code to public disclosure or require us to reengineer our products.

4 unchanged sentences

Remediation of such issues may involve licensing software on costly or unfavorable terms or reengineering our products, either of which could have an adverse effect on our results of operations and financial condition.

Table of Conte nt s

We are subject to taxation in multiple jurisdictions.

8 unchanged sentences

In certain cases, we have concluded that we do not need to collect sales and use, value added and similar taxes in jurisdictions in which we have sales or operations.

Certain jurisdictions in which we do not collect such taxes may assert that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future.

Certain jurisdictions in which we do not collect such taxes have asserted, and may in the future assert, that such taxes are applicable, which could result in tax assessments, penalties and interest, and we may be required to collect such taxes in the future.

Such tax assessments, penalties and interest or future requirements may adversely affect our financial condition and results of operations.

As an example, we recently received an audit assessment from the State of Washington related to potential sales tax liabilities in that state.

Refer to Footnote 11 , Commitments and Contingencies, of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this 10-K for more information.

Although we are disputing the assessment and believe we have a strong position that our activities are not taxable under applicable law, we may not be successful in having the assessment reversed, which would have an adverse effect on our financial condition.

Risks Related to International Operations

Our business could become increasingly susceptible to risks associated with international operations.

Our business is susceptible to risks associated with international operations.

Conducting international operations subjects us to risks that we generally do not face in the U.S.

3 unchanged sentences

• difficulties in expanding the adoption of our server- or census-based web beacon data collection in certain countries or obtaining access to other necessary data sources;

• the complexities and expense of complying with a wide variety of foreign laws and regulations, including the GDPR, other privacy and data protection laws and regulations, and foreign anti-corruption laws, as well as the U.S.

• the complexities and expense of complying with a wide variety of foreign laws and regulations, including the GDPR, other privacy, AI and data protection laws and regulations, and foreign anti-corruption laws, as well as the U.S.

Foreign Corrupt Practices Act and U.S.

1 unchanged sentence

• difficulties in staffing and managing international operations, including complex and costly hiring, disciplinary, and termination requirements as well as third-party contracting arrangements;

• the complexities of foreign value-added taxes and the repatriation of earnings, particularly following the enactment of the TCJA;

• the complexities of foreign value-added taxes and the repatriation of earnings;

• reduced or varied protection for intellectual property rights in some countries;

3 unchanged sentences

Additionally, operating in international markets requires significant additional management attention and financial resources.

We cannot be certain that the investments and additional resources required to establish and maintain operations in other countries will hold their value or produce desired levels of revenues or profitability.

We cannot be certain that we will be able to comply with laws, rules, regulations or local guidelines to maintain or increase the size of the user panels that we currently have in various countries, that we will be able to recruit a representative sample for our audience measurement products or that we will be able to enter into arrangements with a sufficient number of website and mobile app content providers and/or television operators to allow us to collect information for inclusion in our products.

In addition, governmental authorities in various countries have different views regarding regulatory oversight of the internet, data protection and consumer privacy.

We cannot be certain that the investments and additional resources required to maintain operations in other countries will hold their value or produce desired levels of revenues or profitability.

We cannot be certain that we will be able to comply with laws, rules, regulations

Table of Conte nt s

or local guidelines to maintain or increase the size of the user panels that we currently have in various countries, that we will be able to recruit a representative sample for our audience measurement products or that we will be able to enter into arrangements with a sufficient number of website and mobile app content providers and/or television operators to allow us to collect information for inclusion in our products.

In addition, governmental authorities in various countries have different views regarding regulatory oversight of the internet, data protection, AI and consumer privacy.

The impact of these risks could negatively affect our international business and, consequently, our financial condition and results of operations.

Export controls and economic and trade sanctions laws could impair our ability to compete in international markets and subject us to liability if we are not in full compliance with applicable laws.

Our business activities include the collection of data from panelists around the world, and such activities may be subject to various restrictions under U.S.

Our business activities include the sale of services and collection of data from panelists around the world, and such activities may be subject to various restrictions under U.S.

export controls and economic and trade sanctions laws.

If we fail to comply with these laws and regulations, we could be subject to civil or criminal penalties and reputational harm.

Table of Conte nt s

Although we take precautions to prevent the collection of data from panelists in embargoed countries and regions that may be subject to export controls and economic and trade sanctions under these laws and regulations, we have collected such data in the past, and there is a risk that we could collect such data in the future despite our precautions.

We have implemented a number of screening and other measures designed to prevent such transactions with embargoed countries and other U.S.

We have implemented a number of screening and other measures designed to prevent transactions with embargoed countries and other U.S.

sanctions targets.

Changes in the list of embargoed countries and regions or prohibited persons may require us to modify these procedures in order to comply with governmental regulations.

Our failure to screen potential panelists or other third parties properly could result in negative consequences to us, including government investigations, penalties and reputational harm, any of which could materially and adversely affect our business, financial condition or results of operations.

Our failure to screen potential panelists, customers, vendors or other third parties properly could result in negative consequences to us, including government investigations, penalties and reputational harm, any of which could materially and adversely affect our business, financial condition or results of operations.

Changes in foreign currencies could have a significant effect on our operating results.

10 unchanged sentences

We collectively refer to Charter, Pine and Qurate/Liberty (as applicable) as the "Investors" in this 10-K.

The issuance of securities pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by our stockholders and completed in 2021.

In connection with the Transactions, we also entered into a long-term data license with Charter, which was intended to enhance our ability to execute on our strategic plans and growth initiatives.

At the closing of the Transactions, the Preferred Stock was initially convertible into an aggregate of 50.6% of our issued and outstanding Common Stock immediately following the closing (equating to approximately 16.9% per Investor), and the Investors became the largest stockholders of the Company.

The Investors remained the largest stockholders of the Company as of December 31, 2023, with each Investor's Preferred Stock representing approximately 16.4% of our issued and outstanding Common Stock on an as-converted basis and certain Investors holding (or reporting beneficial ownership of) additional shares of Common Stock beyond their Preferred Stock holdings.

The issuance of securities pursuant to the Securities Purchase Agreements and related matters were approved by our stockholders and completed in 2021.

In connection with these transactions, we also entered into a long-term data license with Charter, which was intended to enhance our ability to execute on our strategic plans and growth initiatives.

In 2024, we issued additional shares of Preferred Stock to the Investors in exchange for cancellation of our obligation to pay accrued dividends to the Investors for annual dividend periods ended in 2023 and 2024.

As of December 31, 2024, the Investors were the largest stockholders of the Company, with each Investor's Preferred Stock representing approximately 16.8% of our issued and outstanding Common Stock on an as-converted basis and certain Investors holding (or reporting beneficial ownership of) additional shares of Common Stock beyond their Preferred Stock holdings.

This concentration of ownership, together with the voting rights, director designation rights, consent rights and dividend rights described below, has been criticized by certain stockholders, may be perceived negatively by other investors and, as a result, may adversely affect the market price of our Common Stock.

As of December 31, 2024, each Investor's Preferred Stock represented approximately 16.3% of the outstanding voting power of the Company on an as-converted basis.

In addition, under the Stockholders Agreement that we entered into in connection with the Transactions, each Investor has the right to designate two directors to serve on our Board of Directors until the earlier of such time as the Investor (a) beneficially owns less than 50% of the shares of Preferred Stock held by such Investor as of the date of the closing (the "Initial Preferred Stock Ownership") as a result of the Investor's transfer of such shares to any of the other Investors or (b) beneficially owns voting stock representing less than 10% of the outstanding shares of Common Stock (on an as-converted basis), after which the Investor's designation rights will be reduced to one designee until such time as the Investor beneficially owns Voting Stock representing less than 5% of the outstanding shares of Common Stock (on an as-converted basis).

Additionally, under certain circumstances, an Investor may gain additional designation rights and in some instances, we may even be obligated to increase the size of our Board of Directors to enable an Investor to designate one additional director nominee.

As of the date of this 10-K, each Investor has designated two directors on our Board of Directors.

In addition, under our Amended and Restated Stockholders Agreement with the Investors (the "Stockholders Agreement"), each Investor currently has the right to designate two directors to serve on our Board of Directors.

Under certain circumstances, an Investor may gain additional designation rights and in some instances, we may even be obligated to increase the size of our Board of Directors to enable an Investor to designate one additional director nominee.

As of the date of this 10-K, each Investor has designated two directors on our Board of Directors, which currently consists of 10 directors.

Pursuant to the Stockholders Agreement, each Investor has consent rights over certain matters.

As a result, each Investor is able to influence corporate matters and transactions in a different way than other stockholders.

As holders of our Preferred Stock, the Investors are entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances (including in connection with the 2023 dividend waivers described under "Recent Key Developments - Dividend Waivers" in Part I, Item 1, "Business" of this 10-K).

Table of Conte nt s

As holders of our Preferred Stock, the Investors are entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances.

In addition, each Investor is entitled to request, and we are obligated to take all actions reasonably necessary to pay, a one-time special dividend equal to the highest amount that our Board of Directors determines can be paid at the applicable time, subject to additional conditions and limitations set forth in the Stockholders Agreement.

As described in the Stockholders Agreement, we may be obligated to obtain debt financing in order to effectuate the special dividend.

Table of Conte nt s

The interests of the Investors may not always coincide with our interests or the interests of our other stockholders, and the rights described above may delay, deter or prevent acts that would be favored by our other stockholders.

Also, the Investors may seek to cause us to take courses of action that, in their judgment, could enhance their investment in us, but which might involve risks to our other stockholders or adversely affect us or our other stockholders.

We may not be able to realize the anticipated benefits of the Transactions.

The anticipated benefits of the Transactions, including expected commercial benefits from the data license with Charter and other relationships and expertise from the Investors, may not be realized fully or may take longer to realize than we expect.

Actual operating, strategic and revenue opportunities may be less significant than we expect or may take longer to achieve than we anticipate.

If we are not able to achieve these objectives and realize the anticipated benefits from the Transactions, our business, financial condition and operating results may be adversely affected.

Our credit facility may impact our ability to operate our business and secure additional financing in the future, and any failure to meet our debt obligations could adversely affect our business and financial condition.

We have a senior secured revolving credit agreement (the "Revolving Credit Agreement") with a borrowing capacity of $40.0 million.

As of the date of this 10-K, we had borrowings and letters of credit outstanding under the Revolving Credit Agreement totaling $19.2 million.

Amounts outstanding under the Revolving Credit Agreement currently bear interest at a rate per annum equal to the Daily SOFR (as defined in the Revolving Credit Agreement) plus 3.50%.

In addition, the Revolving Credit Agreement provides for an unused commitment fee equal to 0.25% of the unused commitments.

The Revolving Credit Agreement matures in May 2024, and we do not currently have an agreement in place to extend or refinance the Revolving Credit Agreement upon its maturity.

Servicing and, upon maturity, repaying our indebtedness under the Revolving Credit Agreement could divert resources from other priorities, including investment in our products and operations and satisfaction of our outstanding trade payables and dividend obligations.

We have a senior secured financing agreement (the "Credit Agreement") with a borrowing capacity of $60.0 million.

As of the date of this 10-K, we had outstanding borrowings totaling $45.0 million under the Credit Agreement.

Amounts outstanding under the Credit Agreement are made at the Adjusted Term SOFR rate or the Reference Rate (each as defined in the Credit Agreement) and bear interest at a rate per annum equal to (i) the Adjusted Term SOFR rate, subject to a 3.0% floor, plus an applicable margin of 7.0%, or (ii) the Reference Rate, subject to a 4.0% floor, plus an applicable margin of 6.0%.

As of December 31, 2024, the applicable interest rate was 11.59039%.

In addition, the Credit Agreement provides for an unused commitment fee equal to 1.0% per annum of the unused revolving commitments.

The Credit Agreement matures in December 2028.

Amounts outstanding under the Credit Agreement must be prepaid from time to time with the net cash proceeds of certain debt incurrences, equity issuances, asset sales and other dispositions, insurance and condemnation proceeds, tax refunds and other extraordinary receipts.

Additionally, we may be required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages.

Certain payments may be subject to prepayment premiums.

Servicing and repaying our indebtedness under the Credit Agreement could divert resources from other priorities, including investment in our products and operations and satisfaction of other financial obligations.

If our cash flow from operations is inadequate to allow us to pay the interest and principal on our debt when due and meet our other financial obligations, we could face substantial liquidity challenges.

Under the Revolving Credit Agreement, we are subject to restrictive covenants limiting our ability to, among other things, incur additional indebtedness, permit additional liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets, and engage in transactions with affiliates.

Under the Credit Agreement, we are subject to restrictive covenants limiting our ability to, among other things, incur additional indebtedness and liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets, and engage in transactions with affiliates.

These covenants could limit our operating flexibility and cause us to forego attractive business opportunities, which could hurt our customer relationships and put us at a competitive disadvantage.

The covenants also could prevent us from securing additional financing in the future, including to fund our operations, satisfy liabilities, or pay dividends to the holders of our Preferred Stock.

In addition, we are subject to financial covenants under the Revolving Credit Agreement, including a requirement to maintain a minimum Consolidated Asset Coverage Ratio and minimum Liquidity through maturity and a minimum Consolidated Fixed Charge Coverage Ratio for periods after March 31, 2024 (each term as defined in the Revolving Credit Agreement).

While we are currently in compliance with these covenants, there is no guarantee that we will be able to achieve our plans and remain in compliance in future periods.

Moreover, our ability to comply with the covenants could be affected by economic, financial, competitive, regulatory and other factors beyond our control.

If we fail to meet our obligations under the Revolving Credit Agreement, the lender(s) may accelerate any amounts outstanding under the Revolving Credit Agreement and may terminate their commitments to extend further credit.

With respect to dividends in particular, the Credit Agreement prohibits the payment of cash dividends to holders of our Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends, including a heightened liquidity requirement, on and after that date.

In addition, we are subject to financial covenants under the Credit Agreement, including a requirement to maintain a maximum Senior Leverage Ratio and minimum Liquidity (each as defined in the Credit Agreement) during the term of the facility.

If we fail to meet our obligations under the Credit Agreement, the lender(s) may accelerate any amounts outstanding under the Credit Agreement and may terminate their commitments to extend further credit.

This could have important consequences for our company, including requiring us to restructure or refinance our debt (which we may be unable to do on acceptable terms or at all), dispose of assets or, potentially, enter into liquidation or bankruptcy.

5 unchanged sentences

Any financing secured by us in the future could include restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Repaying our existing debt obligations and servicing future debt obligations could also limit our flexibility to invest in the business and adjust to market conditions, which could impact our customer relationships and place us at a competitive disadvantage.

As a result of our settlement with the SEC relating to financial accounting and disclosure practices between February 2014 and February 2016, we are currently subject to a "bad actor" disqualification and are unable to rely on certain exemptions from registration under the federal securities laws, including Regulation D.

This could make it more difficult for us to raise necessary financing in the future.

We also may be required to repay amounts outstanding under our existing Credit Agreement, together with applicable prepayment premiums, with the proceeds of future financings.

Repaying our existing debt obligations and servicing future debt obligations could limit our flexibility to invest in the business and adjust to market conditions, which could impact our customer relationships and place us at a competitive disadvantage.

Table of Conte nt s

3 unchanged sentences

General Risks Related to Ownership of Our Common Stock

Our outstanding securities, the stock or securities that we may issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders.

Our existing stockholders have and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock.

Our outstanding securities and dividend obligations, the stock or securities that we may issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders.

Our existing stockholders have experienced and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock.

As of December 31, 2024, our Preferred Stock was convertible into an aggregate of 4,970,514 shares of Common Stock at the election of the holders.

Furthermore, we have reserved 272,851 shares of Common Stock for issuance pursuant to our Series A Warrants, which are subject to adjustment upon certain issuances of capital stock.

We have also issued 403,342 shares of Common Stock to the selling stockholders of Shareablee (which we acquired in December 2021), and we may elect to pay any deferred consideration due to the Shareablee sellers in 2024 in shares of Common Stock.

In addition, in June 2023 our stockholders adopted an amendment to the Certificate of Designations of our Preferred Stock to permit payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock (which would be convertible into shares of Common Stock) or a combination thereof.

In addition, holders of Preferred Stock are entitled to a cumulative annual dividend at a rate of 7.5% per annum.

The Certificate of Designations of our Preferred Stock permits payment of annual dividends in the form of cash, shares of Common Stock, additional shares of Preferred Stock (which would be convertible into shares of Common Stock) or a combination thereof, subject to conditions set forth in the Certificate of Designations.

As described above, however, our Credit Facility prohibits the payment of cash dividends on the Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends on and after that date.

These restrictions make it more likely that we may become obligated to pay annual dividends on the Preferred Stock in the form of securities.

As of December 31, 2024, 99,469 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 381,631 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit and deferred stock unit awards under our equity incentive plans and arrangements (including Shareablee plan awards and an employment inducement award we granted in 2021), and 837,438 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan.

The issuance of shares of Common Stock (i) upon the conversion of or payment of dividends on our Preferred Stock, (ii) upon the exercise of warrants, (iii) as deferred consideration to the Shareablee sellers, (iv) pursuant to outstanding and future equity awards, or (v) upon the conversion of other existing or future convertible securities, may result in substantial dilution to each of our stockholders by reducing that stockholder's percentage ownership of our outstanding Common Stock.

The issuance of shares of Common Stock (i) upon the conversion of or payment of dividends on our Preferred Stock, (ii) pursuant to outstanding and future equity awards, or (iii) upon the conversion of other existing or future convertible securities, may result in substantial dilution to each of our stockholders by reducing that stockholder's percentage ownership of our outstanding Common Stock.

Actions of activist stockholders may disrupt our business and cause fluctuations in our stock price.

5 unchanged sentences

In addition, actions of activist stockholders may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

In January 2024, we received notice from a stockholder, 180 Degree Capital Corp.

("180 Degree"), of its intent to nominate a director candidate for election to the Board of Directors and submit a business proposal for consideration at our 2024 annual meeting of stockholders.

Our Board of Directors and management team strive to maintain constructive, ongoing communications with our stockholders, including 180 Degree, and we welcome all views and ideas that have the potential to enhance value for all stockholders.

Although our Board of Directors has not yet made its recommendations with respect to the 2024 annual meeting, it is possible that, if the Company and 180 Degree cannot reach a resolution in connection with its nomination and proposal, a proxy contest involving 180 Degree may ensue with respect to the 2024 annual meeting.

We could also become engaged in a proxy contest with another activist stockholder in 2024 or future years.

Provisions in our certificate of incorporation, bylaws and under Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our Common Stock.

1 unchanged sentence

These provisions:

Table of Conte nt s

• provide for a classified Board of Directors so that not all members of our Board are elected at one time;

3 unchanged sentences

• provide that our Board is expressly authorized to make, alter or repeal our bylaws;

Table of Conte nt s

• provide for advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.

1 unchanged sentence

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