COMSCORE, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS COMSCORE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of As of September 30, 2025 December 31, 2024 (In thousands, except share and per share data) (Unaudited) Assets Current assets: Cash and cash equivalents $ 26,705 $ 29,937 Restricted cash 3,178 3,531 Accounts receivable, net of allowances of $ 506 and $ 462 , respectively ($ 1,955 and $ 913 of accounts receivable attributable to related parties, respectively) 50,592 64,266 Prepaid expenses and other current assets 11,043 10,323 Total current assets 91,518 108,057 Property and equipment, net 44,791 47,116 Operating right-of-use assets 9,777 13,173 Deferred tax assets 2,783 2,624 Intangible assets, net 3,161 5,058 Goodwill 248,503 246,010 Other non-current assets 6,412 8,209 Total assets $ 406,945 $ 430,247 Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) Current liabilities: Accounts payable ($ 1,308 and $ 2,070 attributable to related parties, respectively) $ 15,778 $ 16,471 Accrued expenses ($ 8,556 and $ 8,588 attributable to related parties, respectively) 41,407 35,013 Contract liabilities ($ 739 and $ 714 attributable to related parties, respectively) 39,879 45,464 Accrued dividends (related parties) 22,866 8,962 Customer advances 7,356 9,566 Current operating lease liabilities 8,497 8,598 Other current liabilities 5,819 7,230 Total current liabilities 141,602 131,304 Secured term loan 39,640 40,718 Non-current operating lease liabilities 8,568 14,805 Non-current portion of accrued data costs ($ 19,312 and $ 22,031 attributable to related parties, respectively) 26,358 33,551 Deferred tax liabilities 1,416 891 Other non-current liabilities 8,148 9,771 Total liabilities 225,732 231,040 Commitments and contingencies Convertible redeemable preferred stock, $ 0.001 par value; 104,000,000 shares authorized as of September 30, 2025 and 100,000,000 shares authorized as of December 31, 2024; 95,784,903 shares issued and outstanding as of September 30, 2025 and December 31, 2024; aggregate liquidation preference of $ 259,637 as of September 30, 2025, and $ 245,732 as of December 31, 2024 (related parties) 207,470 207,470 Stockholders' equity (deficit): Preferred stock, $ 0.001 par value; 1,000,000 shares authorized as of September 30, 2025 and 5,000,000 shares authorized as of December 31, 2024; no shares issued or outstanding as of September 30, 2025 or December 31, 2024 — — Common stock, $ 0.001 par value; 16,750,000 shares authorized as of September 30, 2025 and 13,750,000 shares authorized as of December 31, 2024; 5,353,903 shares issued and 5,015,664 shares outstanding as of September 30, 2025, and 5,228,814 shares issued and 4,890,575 shares outstanding as of December 31, 2024 5 5 Additional paid-in capital 1,715,404 1,714,052 Accumulated other comprehensive loss ( 10,478 ) ( 18,068 ) Accumulated deficit ( 1,501,204 ) ( 1,474,268 ) Treasury stock, at cost, 338,239 shares as of September 30, 2025 and December 31, 2024 ( 229,984 ) ( 229,984 ) Total stockholders' equity (deficit) ( 26,257 ) ( 8,263 ) Total liabilities, convertible redeemable preferred stock and stockholders' equity (deficit) $ 406,945 $ 430,247 See accompanying Notes to Condensed Consolidated Financial Statements. 1 Table of Contents COMSCORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except share and per share data) 2025 2024 2025 2024 Revenues (1) $ 88,906 $ 88,479 $ 264,004 $ 261,111 Cost of revenues (1) (2) (3) 52,783 52,005 157,629 154,025 Selling and marketing (2) (3) 14,551 12,515 46,017 42,691 Research and development (2) (3) 7,184 7,272 23,106 24,412 General and administrative (2) (3) 12,050 11,116 37,397 35,663 Amortization of intangible assets 633 764 1,897 2,365 Impairment of goodwill — 63,000 — 63,000 Impairment of right-of-use and long-lived assets — 1,397 — 1,397 Restructuring — 15 — 968 Total expenses from operations 87,201 148,084 266,046 324,521 Income (loss) from operations 1,705 ( 59,605 ) ( 2,042 ) ( 63,410 ) Gain (loss) from foreign currency transactions 136 ( 2,223 ) ( 5,410 ) ( 1,508 ) Interest expense, net ( 1,699 ) ( 424 ) ( 5,010 ) ( 1,440 ) Other income, net — — — 651 Income (loss) before income taxes 142 ( 62,252 ) ( 12,462 ) ( 65,707 ) Income tax benefit (provision) 311 1,622 ( 570 ) 2,315 Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 ) Net loss available to common stockholders: Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 ) Convertible redeemable preferred stock dividends (1) ( 4,971 ) ( 4,578 ) ( 13,904 ) ( 13,062 ) Total net loss available to common stockholders $ ( 4,518 ) $ ( 65,208 ) $ ( 26,936 ) $ ( 76,454 ) Net loss available to common stockholders: Basic and diluted $ ( 0.86 ) $ ( 12.79 ) $ ( 5.24 ) $ ( 15.33 ) Weighted-average number of shares used in per share calculation - Common Stock: Basic and diluted 5,252,039 5,098,415 5,136,696 4,986,746 Comprehensive income (loss): Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 ) Other comprehensive (loss) income: Foreign currency cumulative translation adjustment ( 325 ) 2,925 7,590 828 Total comprehensive income (loss) $ 128 $ ( 57,705 ) $ ( 5,442 ) $ ( 62,564 ) (1) Transactions with related parties are included in the line items above as follows. Refer to Footnote 9 , Related Party Transactions. Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues $ 2,523 $ 2,597 $ 7,412 $ 7,512 Cost of revenues 5,679 7,364 16,880 22,964 Convertible redeemable preferred stock dividends ( 4,971 ) ( 4,578 ) ( 13,904 ) ( 13,062 ) (2) Excludes amortization of intangible assets, which is presented as a separate line item. (3) Stock-based compensation expense (benefit) is included in the line items above as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Cost of revenues $ 54 $ ( 281 ) $ 615 $ 118 Selling and marketing 17 ( 208 ) 524 71 Research and development 31 ( 193 ) 367 92 General and administrative 275 560 1,357 1,986 Total stock-based compensation expense (benefit) $ 377 $ ( 122 ) $ 2,863 $ 2,267 See accompanying Notes to Condensed Consolidated Financial Statements. 2 Table of Contents COMSCORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (In thousands, except share data) Convertible Redeemable Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock, at cost Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Balance as of December 31, 2024 95,784,903 $ 207,470 4,890,575 $ 5 $ 1,714,052 $ ( 18,068 ) $ ( 1,474,268 ) $ ( 229,984 ) $ ( 8,263 ) Net loss — — — — — — ( 3,993 ) — ( 3,993 ) Convertible redeemable preferred stock dividends (1) — — — — — — ( 4,439 ) — ( 4,439 ) Restricted stock units distributed — — 22,511 — — — — — — Amortization of stock-based compensation — — — — 284 — — — 284 Settlement of restricted stock unit liability — — — — 314 — — — 314 Foreign currency translation adjustment — — — — — 2,639 — — 2,639 Balance as of March 31, 2025 95,784,903 $ 207,470 4,913,086 $ 5 $ 1,714,650 $ ( 15,429 ) $ ( 1,482,700 ) $ ( 229,984 ) $ ( 13,458 ) Net loss — — — — — — ( 9,492 ) — ( 9,492 ) Convertible redeemable preferred stock dividends (1) — — — — — — ( 4,494 ) — ( 4,494 ) Restricted stock units distributed — — 102,420 — — — — — — Payments for taxes related to net share settlement of equity awards — — ( 726 ) — ( 3 ) — — — ( 3 ) Amortization of stock-based compensation — — — — 502 — — — 502 Foreign currency translation adjustment — — — — — 5,276 — — 5,276 Balance as of June 30, 2025 95,784,903 $ 207,470 5,014,780 $ 5 $ 1,715,149 $ ( 10,153 ) $ ( 1,496,686 ) $ ( 229,984 ) $ ( 21,669 ) Net income — — — — — — 453 — 453 Convertible redeemable preferred stock dividends (1) — — — — — — ( 4,971 ) — ( 4,971 ) Restricted stock units distributed — — 1,250 — — — — — — Payments for taxes related to net share settlement of equity awards — — ( 366 ) — ( 3 ) — — — ( 3 ) Amortization of stock-based compensation — — — — 258 — — — 258 Foreign currency translation adjustment — — — — — ( 325 ) — — ( 325 ) Balance as of September 30, 2025 95,784,903 $ 207,470 5,015,664 $ 5 $ 1,715,404 $ ( 10,478 ) $ ( 1,501,204 ) $ ( 229,984 ) $ ( 26,257 ) 3 Table of Contents (In thousands, except share data) Convertible Redeemable Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock, at cost Total Stockholders' Equity Shares Amount Shares Amount Balance as of December 31, 2023 82,527,609 $ 187,885 4,755,141 $ 5 $ 1,696,612 $ ( 14,110 ) $ ( 1,396,420 ) $ ( 229,984 ) $ 56,103 Net loss — — — — — — ( 1,054 ) — ( 1,054 ) Convertible redeemable preferred stock dividends (1) — — — — — — ( 4,240 ) — ( 4,240 ) Restricted stock units distributed — — 7,780 — — — — — — Exercise of Common Stock options — — 33 — — — — — — Payments for taxes related to net share settlement of equity awards — — ( 2,684 ) — ( 46 ) — — — ( 46 ) Amortization of stock-based compensation — — — — 681 — — — 681 Settlement of restricted stock unit liability — — — — 1,895 — — — 1,895 Foreign currency translation adjustment — — — — — ( 1,987 ) — — ( 1,987 ) Other — — ( 39 ) — — — — — — Balance as of March 31, 2024 82,527,609 $ 187,885 4,760,231 $ 5 $ 1,699,142 $ ( 16,097 ) $ ( 1,401,714 ) $ ( 229,984 ) $ 51,352 Net loss — — — — — — ( 1,708 ) — ( 1,708 ) Convertible redeemable preferred stock dividends (1) — — — — — — ( 4,244 ) — ( 4,244 ) Restricted stock units distributed — — 131,817 — — — — — — Payments for taxes related to net share settlement of equity awards — — ( 2,411 ) — ( 33 ) — — — ( 33 ) Amortization of stock-based compensation — — — — 580 — — — 580 Foreign currency translation adjustment — — — — — ( 110 ) — — ( 110 ) Balance as of June 30, 2024 82,527,609 $ 187,885 4,889,637 $ 5 $ 1,699,689 $ ( 16,207 ) $ ( 1,407,666 ) $ ( 229,984 ) $ 45,837 Net loss — — — — — — ( 60,630 ) — ( 60,630 ) Convertible redeemable preferred stock, net of issuance costs (1) 13,257,294 19,585 — — 13,017 — — — 13,017 Convertible redeemable preferred stock dividends (1) — — — — — — ( 4,578 ) — ( 4,578 ) Restricted stock units distributed — — 1,277 — — — — — — Payments for taxes related to net share settlement of equity awards — — ( 366 ) — ( 2 ) — — — ( 2 ) Amortization of stock-based compensation — — — — 695 — — — 695 Foreign currency translation adjustment — — — — — 2,925 — — 2,925 Balance as of September 30, 2024 95,784,903 $ 207,470 4,890,548 $ 5 $ 1,713,399 $ ( 13,282 ) $ ( 1,472,874 ) $ ( 229,984 ) $ ( 2,736 ) (1) Transactions for these line items were exclusively with related parties. Refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) and Footnote 9 , Related Party Transactions. See accompanying Notes to Condensed Consolidated Financial Statements. 4 Table of Contents COMSCORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, (In thousands) 2025 2024 Operating activities : Net loss $ ( 13,032 ) $ ( 63,392 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation 17,650 16,194 Unrealized foreign currency loss 4,788 — Non-cash operating lease expense 3,744 4,031 Stock-based compensation expense 2,863 2,267 Amortization expense of finance leases 2,794 2,691 Amortization of intangible assets 1,897 2,365 Deferred tax provision (benefit) 520 ( 2,182 ) Impairment of goodwill — 63,000 Impairment of right-of-use and long-lived assets — 1,397 Other 1,984 947 Changes in operating assets and liabilities: Accounts receivable 13,990 8,399 Prepaid expenses and other assets 504 4,722 Accounts payable, accrued expenses and other liabilities ( 3,214 ) 588 Contract liabilities and customer advances ( 8,454 ) ( 6,172 ) Operating lease liabilities ( 6,545 ) ( 6,715 ) Net cash provided by operating activities 19,489 28,140 Investing activities : Capitalized internal-use software costs ( 16,757 ) ( 18,189 ) Purchases of property and equipment ( 649 ) ( 579 ) Net cash used in investing activities ( 17,406 ) ( 18,768 ) Financing activities : Principal payments on finance leases ( 2,978 ) ( 2,172 ) Principal payments on insurance financing ( 1,796 ) — Contingent consideration payment at initial value ( 859 ) ( 3,704 ) Payment of financing and debt issuance costs ( 559 ) — Principal payments of term loan ( 338 ) — Payments of line of credit — ( 6,000 ) Other ( 6 ) ( 266 ) Net cash used in financing activities ( 6,536 ) ( 12,142 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 868 19 Net decrease in cash, cash equivalents and restricted cash ( 3,585 ) ( 2,751 ) Cash, cash equivalents and restricted cash at beginning of period 33,468 22,936 Cash, cash equivalents and restricted cash at end of period $ 29,883 $ 20,185 As of September 30, 2025 2024 Cash and cash equivalents $ 26,705 $ 19,996 Restricted cash 3,178 189 Total cash, cash equivalents and restricted cash $ 29,883 $ 20,185 5 Table of Contents Nine Months Ended September 30, 2025 2024 Supplemental cash flow disclosure: Cash paid for interest on debt, net of amounts capitalized (1) $ 3,938 $ 923 Supplemental disclosures of non-cash investing and financing activities : Convertible redeemable preferred stock dividends accrued but not yet paid (related parties) $ 13,904 $ 4,424 Right-of-use assets obtained in exchange for finance lease liabilities 619 7,861 Settlement of restricted stock unit liability 314 1,895 Issuance of convertible redeemable preferred stock (related parties) (2) — 32,771 (1) For the nine months ended September 30, 2025, cash paid for interest on debt reflects the interest paid on the Company's senior secured financing agreement with Blue Torch Finance LLC. For the nine months ended September 30, 2024 cash paid for interest on debt reflects the interest paid on the Company's prior credit agreement with Bank of America N.A. (2) The preferred stock issuance was initially recognized at fair value. The Company recorded the initial fair value, net of issuance costs, of $ 19.6 million within mezzanine equity and the remaining $ 13.0 million within additional paid-in capital on the Condensed Consolidated Balance Sheet as of September 30, 2024. Refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) . See accompanying Notes to Condensed Consolidated Financial Statements. 6 Table of Contents COMSCORE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Organization comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms. Potential Recapitalization Transaction with Preferred Stockholders On September 26, 2025, the Company entered into separate Stock Exchange Agreements (the "Exchange Agreements") with each of Charter Communications Holding Company, LLC ("Charter"), Liberty Broadband Corporation ("Liberty"), and Pine Investor, LLC ("Pine," and together with Charter and Liberty, the "Preferred Stockholders"), pursuant to which, at the closing of the transactions contemplated thereby (the "Closing"), each Preferred Stockholder will exchange the 31,928,301 shares of Series B Convertible Preferred Stock, par value $ 0.001 per share, of the Company (the "Preferred Stock") currently owned by such Preferred Stockholder for (i) 4,223,621 shares of a new series of convertible preferred stock to be designated as Series C Convertible Preferred Stock, par value $ 0.001 per share ("Series C Preferred Stock"), which will be convertible into shares of common stock, par value $ 0.001 per share, of the Company ("Common Stock") and (ii) 3,286,825 shares of Common Stock (such transactions, collectively, the "Exchange"). The Closing is subject to various closing conditions, including approval by the Company's stockholders. The Company currently intends to hold a special meeting of stockholders in December 2025 to seek approval of the Exchange and related matters and, if approved, to complete the Closing shortly thereafter. If the Exchange is consummated, the Company will retire the shares of Preferred Stock acquired by the Company pursuant to the Exchange Agreements and will eliminate from its Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of the Preferred Stock, including the annual dividend rights provided therein. In addition, the Company and the Preferred Stockholders will enter into an amended and restated stockholders agreement that, among other things, will eliminate the Preferred Stockholders' current right to a special dividend of at least $ 47.0 million. The Exchange Agreements include certain termination rights for the Company and each of the Preferred Stockholders. In addition, the Exchange Agreements contain customary representations and warranties from the Preferred Stockholders and the Company, and each party has agreed to certain covenants. Each party has also agreed, on behalf of itself and certain related parties, to a release of claims relating to the ownership and transfer of the existing shares of Preferred Stock, subject to certain exceptions. Provided that the Closing occurs, the Company has agreed to make a one-time cash payment of $ 2.0 million to each of the Preferred Stockholders on June 30, 2028, regardless of whether the Preferred Stockholder continues to own any securities of the Company on such date. On September 26, 2025, in connection with the execution of the Exchange Agreements, the Company entered into an amendment to its senior secured financing agreement, dated as of December 31, 2024, among the Company as borrower, each subsidiary of the Company from time to time party thereto as a guarantor, each lender from time to time party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent (the "Credit Agreement") to permit the Exchange and the issuance of Series C Preferred Stock in connection with the Exchange. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. Unaudited Interim Financial Information The interim Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 10-K"). The Condensed Consolidated Results of Operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2025 or thereafter. All references to September 30, 2025 and 2024 in the Notes to Condensed Consolidated Financial Statements are unaudited. 7 Table of Contents Use of Estimates and Judgments in the Preparation of the Condensed Consolidated Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, financing-related liabilities and warrants, the initial fair value determination of the Preferred Stock, and the valuation of options, performance-based and market-based stock awards. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis . Preferred Stock In January 2021, the Company entered into separate Securities Purchase Agreements with each of Charter, Qurate Retail, Inc. (together with its affiliate Qurate SCOR, LLC, "Qurate") and Pine (the "Securities Purchase Agreements") for the issuance and sale of shares of Preferred Stock as described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) . The issuance of the Preferred Stock pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021. On May 16, 2023, Qurate sold 27,509,203 shares of Preferred Stock to Liberty in a privately negotiated transaction. On July 24, 2024, the Company issued 13,257,294 additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay accrued dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024. The additional shares of Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company. In connection with the issuance of the additional shares of Preferred Stock, the Company and the holders of the Preferred Stock also entered into an amendment to the Stockholders Agreement between the parties. Among other things, the amendment reduced the $ 100.0 million special dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the additional Preferred Stock ($ 32.8 million). After further reducing the threshold by annual dividends paid in prior years, the current special dividend threshold is $ 47.0 million. The Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets. The instrument was initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value. The Preferred Stock has not been adjusted to its redemption amount as of September 30, 2025 because a deemed liquidation event is not considered probable as of such date. The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends. The change of control put option was determined to be a derivative liability. As of September 30, 2025, the probability of a change of control was determined to be remote and the fair value of the change of control derivative was determined to be negligible. All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (for example, more equity-like or debt-like). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the financial statements. No embedded features were identified requiring bifurcation, other than the change of control redemption feature. Debt Issuance Costs Debt issuance costs include expenditures necessary to obtain debt financing and are amortized on a straight-line basis, which approximates the effective interest method over the term of the underlying debt instrument. Debt issuance costs, except for costs associated with the Revolving Facility (as defined below), are presented as a direct deduction from the related debt liability in the Condensed Consolidated Balance Sheets. Debt issuance costs for the Revolving Facility are included in other non-current assets in the Condensed Consolidated Balance Sheets. The Term Loan (as defined below) and Revolving Facility issuance costs are amortized to interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). Goodwill The Company tests goodwill for impairment annually during the fourth quarter as of October 1, or more frequently when events or changes in circumstances indicate that fair value is below carrying value. 8 Table of Contents The Company has a single reporting unit. Accordingly, the impairment assessment for goodwill is performed at the enterprise level. Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. The qualitative evaluation is an assessment of factors, including operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of the reporting unit is less than the respective carrying amount, including goodwill. If the Company chooses not to complete a qualitative assessment or if the initial assessment indicates that it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, additional quantitative testing is required. The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model. The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values. Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring any goodwill impairment charge. The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, and general industry, market and macroeconomic conditions. In the third quarter of 2024, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered changes in the Company's stock price, market and equity capitalization, operating results and projections. The Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach. The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $ 63.0 million non-cash impairment charge during the three and nine months ended September 30, 2024. For further information refer to Footnote 4 , Goodwill . Recoverability of Other Long-Lived Assets The Company's other long-lived assets consist primarily of property and equipment and right-of-use ("ROU") assets. The Company evaluates its ROU and long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable. In the third quarter of 2024, the Company performed an analysis related to the execution of a sublease for an office space for which expected cash receipts were less than the disbursements for the primary lease. The Company recorded a $ 1.4 million non-cash impairment charge related to the ROU asset and associated leasehold improvements for the three and nine months ended September 30, 2024. The fair value of the ROU asset was estimated using an income approach and a discount rate of 9.3 %. Loss Per Share The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed. Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period. This includes the effect of vested and deferred stock units granted to members of the Company's Board of Directors ("Board") and certain employees. These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control. Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, stock options, restricted stock units, contingent consideration liability and warrants, to the extent the effect is dilutive. In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share. The following is a summary of the Common Stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Preferred stock (1) 5,151,202 4,805,301 4,970,516 4,661,642 Stock options and restricted stock units 246,043 280,598 290,450 301,595 Contingent consideration (2) — 175,552 — 175,552 Warrants — — — 177,254 Total 5,397,245 5,261,451 5,260,966 5,316,043 (1) Includes the effect of potential Common Stock that would be issued to settle unpaid dividends accrued to holders of the Preferred Stock if they elected to convert their shares at the beginning of the period (or at the time of issuance, if later). (2) A contingent consideration liability was recognized as part of the Company's acquisition of Shareablee, Inc. ("Shareablee") in December 2021. The liability payments could have been settled in any combination of cash or shares of Common Stock based on the volume-weighted average trading price of the Common Stock for the ten trading days prior to the 9 Table of Contents date of each payment. In the first quarter of 2025, the Company settled the third and final installment of $ 1.2 million in cash and there is no further contingent consideration liability outstanding. The Company calculated a potential anti-dilutive share count for the three and nine months ended September 30, 2024 based on the remaining expected payments totaling $ 1.2 million and the $ 6.79 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 30, 2024. Income Taxes The Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company completed a Section 382 study in 2023 and concluded that an ownership change occurred in May 2021 as a result of its Preferred Stock transactions. Therefore, all of the Company's U.S. net operating loss carryforwards are subject to annual limitations under Section 382. The Company's deferred tax asset related to its U.S. federal and state net operating loss carryforwards has been revalued to reflect the amount of carryforwards that are utilizable under the Section 382 limitations. On July 4, 2025, the One Big Beautiful Bill (the "OBBB") Act was signed into law in the United States. The OBBB Act includes significant provisions, such as the permanent extension and modification of certain provisions of the U.S. Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions beginning in 2025 and others beginning at various dates through 2027. The Company does not expect the OBBB Act to materially impact the Company's income tax position in 2025. Accounting Guidance Issued But Not Adopted at September 30, 2025 In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This guidance modernizes accounting for software costs by removing rigid developmental stages and by aligning the accounting treatment with how software is developed today. The ASU allows eligible software development costs to begin being capitalized when management has authorized and committed to funding the software project, it is probable that the project will be completed and the software will be used to perform the function intended. The effective date for the standard is for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied either prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . The ASU allows companies to apply a practical expedient when estimating credit losses on current accounts receivable and contract assets. The update is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company does not expect this standard to have a material impact on the Company's Consolidated Financial Statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The ASU requires additional disclosure of the nature of certain expenses in the notes to the financial statements. The update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The ASU is required to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendment is effective for annual periods beginning after December 15, 2024 and will be applied on a prospective basis with the option to apply the standard retrospectively. The Company will adopt this ASU for the period ending December 31, 2025 and is currently evaluating the disclosure impact of ASU 2023-09. The ASU will not have an impact on the Company's financial condition or results of operations. 3. Revenue Recognition The Company has one reportable segment in accordance with ASC 280, Segment Reporting ; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment. The following table presents the Company's revenue disaggregated by solution group. (In thousands) Three Months Ended September 30, Nine Months Ended September 30, By solution group: 2025 2024 2025 2024 Content & Ad Measurement Syndicated Audience $ 63,220 $ 65,042 $ 190,677 $ 193,831 Cross-Platform 12,299 10,232 34,761 26,252 Total Content & Ad Measurement 75,519 75,274 225,438 220,083 Research & Insight Solutions 13,387 13,205 38,566 41,028 Total $ 88,906 $ 88,479 $ 264,004 $ 261,111 10 Table of Contents The following table presents the Company's revenue disaggregated by geographical market and timing of transfer of products and services. The Company attributes revenue to geographical markets based on the location of the customer. (In thousands) Three Months Ended September 30, Nine Months Ended September 30, By geographical market: 2025 2024 2025 2024 United States $ 78,791 $ 78,846 $ 234,345 $ 233,058 Europe 5,988 5,456 17,384 15,630 Latin America 1,813 1,758 5,352 5,203 Canada 1,253 1,368 3,823 4,221 Other 1,061 1,051 3,100 2,999 Total $ 88,906 $ 88,479 $ 264,004 $ 261,111 By timing of revenue recognition: Products and services transferred over time $ 75,278 $ 77,741 $ 223,840 $ 227,416 Products and services transferred at a point in time 13,628 10,738 40,164 33,695 Total $ 88,906 $ 88,479 $ 264,004 $ 261,111 Contract Balances The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers: As of As of (In thousands) September 30, 2025 December 31, 2024 Accounts receivable, net $ 50,592 $ 64,266 Current and non-current contract assets 2,369 3,788 Current contract liabilities 39,879 45,464 Current customer advances 7,356 9,566 Non-current contract liabilities 13 688 Significant changes in the current contract liabilities balance are as follows: Nine Months Ended September 30, (In thousands) 2025 2024 Revenue recognized that was included in the opening contract liabilities balance $ ( 41,327 ) $ ( 46,807 ) Cash received or amounts billed in advance and not recognized as revenue 32,309 39,728 Remaining Performance Obligations As of September 30, 2025, approximately $ 175 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year. The Company expects to recognize revenue on approximately 19 % of these remaining performance obligations during the remainder of 2025, approximately 52 % in 2026, and approximately 19 % in 2027, with the remainder recognized thereafter. 4. Goodwill In the third quarter of 2024, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value. In its assessment, the Company considered the decline in the Company's stock price, market and equity capitalization, operating results and projections. The fair value of the reporting unit was determined using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, supported by a market approach. The Company relied in part on the work of an independent valuation firm engaged by the Company to provide inputs as to the fair value of the reporting unit and to assist in the related calculations and analysis. The Company's reporting unit did not pass the goodwill impairment test and as a result, the Company recorded a $ 63.0 million non-cash impairment charge during the three and nine months ended September 30, 2024. 11 Table of Contents The change in the carrying value of goodwill is as follows: (In thousands) Balance as of December 31, 2023 (1) $ 310,360 Impairment charge ( 63,000 ) Translation adjustments ( 1,350 ) Balance as of December 31, 2024 246,010 Translation adjustments 2,493 Balance as of September 30, 2025 $ 248,503 (1) Goodwill balance is net of an accumulated impairment charge of $ 348.8 million as of December 31, 2023. 5. Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) 2021 Issuance of Preferred Stock On March 10, 2021, the Company issued and sold 82,527,609 shares of Preferred Stock in exchange for aggregate gross proceeds of $ 204.0 million. Net proceeds from the Transactions totaled $ 187.9 million after deducting issuance costs. The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5 % per annum, payable annually in arrears (on June 30 of each year) and subject to increase under certain specified circumstances. The annual dividend accrues on a daily basis from and including the issuance date of such shares, whether or not declared. In the event the annual dividends are not paid on the annual payment date, the dividends otherwise payable on such date shall continue to accrue and cumulate at a rate of 9.5 % per annum, until such failure is cured. In addition, the holders of Preferred Stock are entitled to request, and the Company will take all actions reasonably necessary to pay, a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determines can be paid at the applicable time (or a lesser amount agreed upon by the holders), subject to additional conditions and limitations set forth in a Stockholders Agreement entered into by the Company and the holders on March 10, 2021 and amended on July 24, 2024 (the "Stockholders Agreement"). As set forth in the Stockholders Agreement, the Company may be obligated to obtain debt financing in order to effectuate the Special Dividend. At the annual meeting of stockholders of the Company held on June 15, 2023 (the "Annual Meeting"), the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations governing the Preferred Stock. On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date (the "June 2023 Waivers"). Upon receipt of the June 2023 Waivers, the Company's Board elected to defer the June 30, 2023 payment. Under the June 2023 Waivers and the Certificate of Designations, the deferred dividends would accrue and accumulate at a rate of 9.5 % per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023. On December 26, 2023, each holder of Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023 (the "December Waivers"). Under the December Waivers and the Certificate of Designations, the deferred dividends would continue to accrue at a rate of 9.5 % per year until declared and paid, with payment to occur on or before June 30, 2024. On June 27, 2024, each holder of Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024 (the "June 2024 Waivers"). In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024. Under the June 2024 Waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before July 31, 2024. 2024 Issuance of Preferred Stock On July 24, 2024 (the "2024 Issuance Date"), the Company issued 13,257,294 shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay the deferred dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024. As of the 2024 Issuance Date, the additional shares of Preferred Stock were convertible into 662,862 shares of the Company's Common Stock, representing an effective conversion price of $ 49.438 per share for the canceled dividend obligation. The additional shares of Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company, including that holders are entitled to cumulative dividends at a rate of 7.5 % per annum, payable annually in arrears and subject to increase under certain circumstances. In connection with the issuance, the Company and the holders of Preferred Stock also entered into an amendment to the Stockholders Agreement. Among other things, the amendment reduced the $ 100.0 million Special Dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the additional shares of Preferred Stock ($ 32.8 million). After further reducing the threshold by annual dividends paid in prior years, the current Special Dividend threshold is $ 47.0 million. For purposes of the Condensed Consolidated Financial Statements, the 2024 issuance of Preferred Stock was deemed to be a payment of the deferred dividends in the form of Preferred Stock, and the cancellation of the deferred dividend balance constituted an extinguishment of the 12 Table of Contents liability. For extinguishments of a liability, the difference between the requisition price and the net carrying amount of the liability being extinguished should be recognized as a gain or loss when the liability is extinguished. Therefore, the Company estimated the fair value using a binomial lattice model, a form of the income approach, utilizing Level 3 unobservable inputs. The Company used significant inputs and assumptions which included the price and expected volatility of the Common Stock, risk-adjusted discount rate, risk-free rate, expected term, deferred dividends and the timing and probability of a Special Dividend being called and paid as of the 2024 Issuance Date. The Company recorded the fair value of the additional shares of Preferred Stock, net of issuance costs of $ 19.6 million within mezzanine equity. The remaining $ 13.0 million of the cancelled dividend balance was recognized in additional paid-in capital on the Condensed Consolidated Balance Sheet, because gains in transactions with related parties are recognized as equity contributions. On June 24, 2025, each holder of Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable by the Company on that date (the "June 2025 Waivers"). Under the June 2025 Waivers and the Certificate of Designations, the deferred dividends will accrue and accumulate at a rate of 9.5 % per year from June 30, 2025 until declared and paid, with payment to occur on or before December 31, 2025. The Preferred Stock is convertible at the option of the holders at any time into a number of shares of Common Stock based on a conversion rate set in accordance with the Certificate of Designations of the Preferred Stock. The conversion right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods. Due to the reverse stock split effected by the Company on December 20, 2023, the conversion factor was adjusted to 0.05 pursuant to the Certificate of Designations of the Preferred Stock. As of September 30, 2025, each share of Preferred Stock was convertible into 0.054829 shares of Common Stock, with such assumed conversion rate scheduled to return to 0.05 upon payment of accrued dividends. As of September 30, 2025, no shares of Preferred Stock have been converted into Common Stock, and accrued dividends for the Preferred Stock totaled $ 22.9 million. The Credit Agreement prohibits the payment of cash dividends to holders of the Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends on and after that date. Refer to Footnote 6 , Debt for further information. Refer to Footnote 1 , Organization , for information regarding a proposed recapitalization transaction that, if approved by the Company's stockholders and consummated, would result in the exchange and retirement of all shares of Preferred Stock and the elimination of related dividend rights. 2019 Issuance and Sale of Common Stock and Warrants On June 23, 2019, the Company entered into a Securities Purchase Agreement with CVI Investments, Inc. ("CVI"), pursuant to which CVI agreed to purchase (i) 136,425 shares of Common Stock (the "Initial Shares"), at a price of $ 146.60 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $ 20.0 million (the "Private Placement"). The Private Placement closed on June 26, 2019 (the "CVI Closing Date"). The Series B-1 Warrants and Series B-2 Warrants expired in 2020. The Series C Warrants were exercised on October 10, 2019. As a result of this exercise, the Company issued 136,425 shares of Common Stock to CVI on October 14, 2019. In addition, the number of shares that were issuable under the Series A Warrants was increased by 136,425 . The Series A Warrants were exercisable by the holders for a period of five years from the CVI Closing Date and were exercisable into 272,851 shares of Common Stock, which was equal to the Initial Shares plus the number of shares issued pursuant to the exercise of the Series C Warrants (described above), at an adjusted exercise price equal to $ 15.83 . The Series A Warrants expired on June 26, 2024. 6. Debt Secured Credit Agreement On December 31, 2024, the Company entered into the Credit Agreement among the Company as borrower, certain of its subsidiaries as guarantors, Blue Torch Finance LLC as administrative agent and collateral agent (in such capacities, the "Agent"), and the lenders from time to time party thereto. The Credit Agreement has a term of four years and matures in December 2028. The Credit Agreement provides a borrowing capacity of $ 60.0 million consisting of a $ 45.0 million term loan that was fully funded at closing (the "Term Loan") and a $ 15.0 million revolving credit facility that was unfunded at closing (the "Revolving Facility"). Borrowings 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 %. The Credit Agreement also provides for an unused commitment fee equal to 1.0 % per annum of the unused Revolving Facility commitments. To the extent that an event of default exists and is continuing, at the election of the Agent, all amounts outstanding under the Credit Agreement will bear interest at 2.0 % per annum above the rate and margin otherwise applicable thereto. The Company elected the Adjusted Term SOFR rate for the Term Loan as of December 31, 2024. As of September 30, 2025, the stated interest rate on the Term Loan was 11.26 %. Except as described below, the Company can repay any amounts borrowed under the Revolving Facility prior to the maturity date without any premium or penalty other than customary SOFR breakage costs. Any voluntary or mandatory prepayments of the Term Loan (subject to customary exceptions for prepayments made with Excess Cash Flow (as defined in the Credit Agreement), the net cash proceeds of insurance and condemnation events, and the replacement of certain lenders in accordance with the Credit Agreement), as well as any payments of the 13 Table of Contents Revolving Facility or the Term Loan in connection with an insolvency event, acceleration, other exercise of remedies or the early termination of the Credit Agreement, are subject to prepayment premiums as follows: (i) with respect to any such payment occurring on or before the first anniversary of the closing date, a 3.0 % prepayment premium plus a make-whole amount based on U.S. Treasury notes yield, (ii) with respect to any such payment occurring after the first anniversary and on or before the second anniversary of the closing date, a 1.0 % prepayment premium, and (iii) with respect to any such payment occurring after the second anniversary of the closing date, no prepayment premium. The loans are required to 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 (subject to certain thresholds, exceptions and reinvestment rights). Additionally, beginning with the fiscal year ending December 31, 2025, the Company is required to prepay the loans annually with Excess Cash Flow at the following percentages: (i) if the Total Leverage Ratio (as defined in the Credit Agreement) is greater than 2.25 :1.00, 75 % of Excess Cash Flow, (ii) if the Total Leverage Ratio is equal to or less than 2.25 :1.00 but greater than 1.75 :1.00, 50 % of Excess Cash Flow, (iii) if the Total Leverage Ratio is equal to or less than 1.75 :1.00 but greater than 1.25 :1.00, 25 % of Excess Cash Flow, and (iv) if the Total Leverage Ratio is equal to or less than 1.25 :1.00, 0 % of Excess Cash Flow. The Credit Agreement also contains the following financial covenants: • a maximum Senior Leverage Ratio (as defined in the Credit Agreement) for the most recently ended four fiscal quarter period, not to exceed the level set forth in the Credit Agreement for the last day of such period, starting with the fiscal quarter ending March 31, 2025; and • minimum Liquidity (as defined in the Credit Agreement) of $ 10.0 million at all times. Additionally, the Credit Agreement contains restrictive covenants that limit the Company's 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. With respect to dividends, the Credit Agreement prohibits the payment of cash dividends to holders of the Company's Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends, including a heightened Liquidity requirement, on and after that date. The Company was in compliance with the covenants under the Credit Agreement as of September 30, 2025. The Credit Agreement is subject to customary events of default, including a change in control. If an event of default occurs and is continuing, the Agent or the Required Lenders (as defined in the Credit Agreement) may accelerate any amounts outstanding and terminate lender commitments. The Credit Agreement is guaranteed by the Company and certain of its domestic subsidiaries and is secured by a first lien security interest in substantially all assets of the Company and such subsidiaries, as set forth in a pledge and security agreement dated December 31, 2024 among the Company, the guarantor subsidiaries and the Agent. The Term Loan is recorded on the Condensed Consolidated Balance Sheets, net of debt issuance costs and debt discount. The debt issuance costs and debt discount associated with the Term Loan were capitalized and are amortized through interest expense, net on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) during the term of the Term Loan. As of December 31, 2024 (the date the Company entered into the Credit Agreement), the effective interest rate calculated to amortize these costs was 14.54 %. The Credit Agreement was evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument. Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the financial statements. No embedded features were identified requiring bifurcation, other than the change of control feature. The Company reassesses whether a change in control is considered probable as of each reporting date. The change in control feature is not recorded on the Condensed Consolidated Balance Sheet as of September 30, 2025 because a change in control is not considered probable as of such date. The Company's total debt obligations under the Credit Agreement as of September 30, 2025 and December 31, 2024 are as follows: (in thousands) September 30, 2025 December 31, 2024 Secured term loan $ 45,000 $ 45,000 Less: Unamortized debt discount and issuance costs ( 3,222 ) ( 3,832 ) Less: Principal payments ( 338 ) — Total (1) $ 41,440 $ 41,168 14 Table of Contents (1) The current portion of the Term Loan as of September 30, 2025 and December 31, 2024 was $ 1.8 million and $ 0.5 million, respectively, and was classified within other current liabilities in the Condensed Consolidated Balance Sheets. The information set forth below summarizes the required future principal payments on the Term Loan, by year, as of September 30, 2025: (In thousands) 2025 (remaining) $ 112 2026 2,250 2027 2,250 2028 40,050 Total $ 44,662 The debt issuance costs associated with the Revolving Facility are capitalized and recorded in other non-current assets in the Condensed Consolidated Balance Sheets. As of September 30, 2025, the Company had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $ 15.0 million. Prior Credit Agreement On May 5, 2021, the Company entered into a senior secured revolving credit agreement (the "Prior Credit Agreement") among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America N.A., as administrative agent, and the lenders from time to time party thereto. The Prior Credit Agreement had an original borrowing capacity equal to $ 25.0 million and bore interest on borrowings at a Eurodollar Rate (as defined in the Prior Credit Agreement) that was based on LIBOR. The Company could also request the issuance of letters of credit under the Prior Credit Agreement in an aggregate amount up to $ 5.0 million, which would reduce the amount of available borrowings by the amount of such issued and outstanding letters of credit. The facility originally had a maturity of three years from the closing date of the agreement. On February 25, 2022, the Company entered into an amendment (the "2022 Amendment") to the Prior Credit Agreement to expand its aggregate borrowing capacity from $ 25.0 million to $ 40.0 million. The 2022 Amendment also replaced the Eurodollar Rate with a SOFR-based interest rate and modified the Applicable Rate definition in the Prior Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50 %. Finally, the 2022 Amendment modified certain financial covenants under the Prior Credit Agreement. On February 24, 2023, the Company entered into an additional amendment (the "2023 Amendment") to the Prior Credit Agreement. Among other things, the 2023 Amendment (i) increased the minimum Consolidated EBITDA and Consolidated Asset Coverage Ratio financial covenant requirements under the Prior Credit Agreement, (ii) modified the measurement periods for certain financial covenants contained in the Prior Credit Agreement, (iii) introduced a minimum liquidity covenant, and (iv) modified the Applicable Rate definition in the Prior Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 3.50 %. On May 3, 2024, the Company entered into a third amendment (the "May 2024 Amendment") to the Prior Credit Agreement. Among other things, the May 2024 Amendment (i) extended the maturity date of the facility from May 5, 2024 to November 5, 2024; (ii) reduced the Company's aggregate borrowing capacity under the facility from $ 40.0 million to $ 25.0 million; (iii) increased the Applicable Rate payable on SOFR-based loans to 4.50 %; (iv) increased the minimum Consolidated Asset Coverage Ratio covenant and decreased the minimum liquidity covenant; (v) limited certain Restricted Payments (as defined in the Prior Credit Agreement) with respect to the Company's equity interests; (vi) required a repayment of $ 6.0 million to reduce the principal amount outstanding under the Prior Credit Agreement; (vii) updated certain defined terms in the Prior Credit Agreement to reflect the May 2023 transfer of shares of Preferred Stock from Qurate to Liberty; and (viii) provided for certain amendment fees, including a fee of 2.0 % of aggregate commitments due on the maturity date (November 5, 2024) unless all obligations were paid in full prior to such date. On November 1, 2024, the Company repaid the outstanding principal balance of $ 10.0 million under the Prior Credit Agreement. On November 5, 2024, the Company entered into a fourth amendment (the "November 2024 Amendment") to the Prior Credit Agreement to extend the maturity date with respect to the outstanding letters of credit under the facility to January 31, 2025. The November 2024 Amendment reduced the aggregate lender commitments under the Prior Credit Agreement to equal the outstanding letters of credit (totaling $ 3.2 million) and limited the purpose of, and use of proceeds under, the Prior Credit Agreement to the issuance of letters of credit. Additionally, the November 2024 Amendment terminated the following financial covenants: (i) the minimum Consolidated Fixed Charge Coverage Ratio, (ii) the minimum Consolidated Asset Coverage Ratio, and (iii) the minimum Liquidity requirement, each as defined in the Prior Credit Agreement. The November 2024 Amendment maintained the same non-financial covenants, security interest and interest rate as in effect immediately prior to the November 2024 Amendment. Finally, the November 2024 Amendment provided for certain amendment fees, including a fee of $ 250,000 due on the new maturity date (January 31, 2025) unless all letters of credit were terminated or cash collateralized on or prior to such date. The Prior Credit Agreement contained restrictive covenants that limited the Company's ability to, among other things, incur additional indebtedness or 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. The Prior Credit Agreement was also subject to customary events of default, including a change in control. 15 Table of Contents The Prior Credit Agreement was guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Prior Credit Agreement)) and was secured by a first lien security interest in substantially all assets of the Company and its domestic subsidiaries (other than Excluded Subsidiaries), subject to certain customary exclusions. On December 31, 2024, the Company terminated the Prior Credit Agreement. The Company used a portion of proceeds from the Term Loan to cash collateralize certain letters of credit that were outstanding under the Prior Credit Agreement. The Company had no borrowings outstanding under the Prior Credit Agreement on the termination date, and no early termination penalties were incurred by the Company in connection with the termination. 7. Fair Value Measurements There were no financial instruments measured at fair value as of September 30, 2025. As of December 31, 2024 , t he Company's financial instrument measured at fair value in the accompanying Condensed Consolidated Balance Sheet on a recurring basis was the following: As of December 31, 2024 (In thousands) Level 1 Level 2 Level 3 Total Liabilities Contingent consideration liability (1) $ — $ 1,191 $ — $ 1,191 (1) The contingent consideration was recognized as part of the 2021 Shareablee acquisition. In April 2022, the contingency was resolved and the full amount was deemed payable. In December 2024, the Company elected to settle the third and final installment in cash, which was paid in the first quarter of 2025. The fair value of this liability as of December 31, 2024 was equal to the payment due. The contingent consideration liability was classified within other current liabilities in the Condensed Consolidated Balance Sheet as of December 31, 2024. There were no changes to the Company's valuation techniques or methodologies during the three and nine months ended September 30, 2024. The following table presents the changes in the Company's recurring Level 3 fair valued instruments for the nine months ended September 30, 2024: (In thousands) Warrants Liability Balance as of December 31, 2023 $ 669 Total gain recognized due to remeasurement and expiration of warrants (1) ( 669 ) Balance as of September 30, 2024 $ — (1) The gain due to remeasurement and expiration of warrants was recorded in other income, net, in the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss). The Series A Warrants expired unexercised on June 26, 2024. Fair Value Measurements on a Nonrecurring Basis The Company recorded a non-cash goodwill impairment charge of $ 63.0 million for the three and nine months ended September 30, 2024. Refer to Footnote 4 , Goodwill for further details. The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit. The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value. It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record additional non-cash impairment charges. 8. Accrued Expenses As of As of (In thousands) September 30, 2025 December 31, 2024 Accrued data costs $ 26,018 $ 20,835 Payroll and payroll-related 10,709 8,566 Professional fees 1,582 2,360 Other 3,098 3,252 Total accrued expenses $ 41,407 $ 35,013 9. Related Party Transactions Transactions with WPP As of September 30, 2025 (based on public filings), WPP plc and its affiliates ("WPP") owned 565,968 shares of the Company's outstanding Common Stock, representing 11.3 % of the outstanding Common Stock. The Company provides WPP, in the normal course of business, services amongst its different product lines and receives various services from WPP supporting the Company's data collection efforts. 16 Table of Contents The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), are as follows: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2025 2024 2025 2024 Revenues $ 1,720 $ 1,789 $ 5,232 $ 5,051 Cost of revenues 2,328 2,240 6,688 6,627 The Company has the following balances related to transactions with WPP, as reflected in the Condensed Consolidated Balance Sheets: As of As of (In thousands) September 30, 2025 December 31, 2024 Assets Accounts receivable, net $ 1,491 $ 687 Liabilities Accounts payable $ 1,308 $ 1,987 Accrued expenses 654 199 Contract liabilities 421 384 Transactions with Charter, Liberty and Pine As of September 30, 2025, Charter, Liberty and Pine each held 33.3 % of the outstanding shares of Preferred Stock. Charter, Liberty and Pine are entitled to convert the Preferred Stock into shares of Common Stock and to vote as a single class with the holders of the Common Stock as set forth in the Certificate of Designations. As of September 30, 2025 (based on public filings), Pine also owned 109,654 shares of the Company's outstanding Common Stock, representing 2.2 % of the outstanding Common Stock. In addition, Charter, Liberty and Pine each designated two members of the Company's Board in accordance with the Stockholders Agreement. At the Annual Meeting on June 15, 2023, the Company's stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations. On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date. Under the waivers and the Certificate of Designations, the deferred dividends would accrue at a rate of 9.5 % per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023. On December 26, 2023, each holder of Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023. Under the waivers and the Certificate of Designations, the deferred dividends would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before June 30, 2024. On June 27, 2024, each holder of Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024. In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024. Under these waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before July 31, 2024, subject to certain conditions. On July 24, 2024, the Company issued 13,257,294 additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay the deferred dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024. For further information refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) . On June 24, 2025, each holder of Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2025. Under the waivers and the Certificate of Designations, the deferred dividends will continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before December 31, 2025. As of September 30, 2025 and December 31, 2024, Charter, Liberty and Pine each owned 31,928,301 shares of Preferred Stock. Accrued dividends to the holders of Preferred Stock as of September 30, 2025 and December 31, 2024 were $ 22.9 million and $ 9.0 million, respectively. Refer to Footnote 1 , Organization , for information regarding the Exchange Agreements entered into between the Company and each of Charter, Liberty and Pine on September 26, 2025. If approved by the Company's stockholders and consummated, the Exchange would result in the exchange and retirement of all shares of Preferred Stock held by the Preferred Stockholders, the issuance of new shares of Series C Preferred Stock and Common Stock to the Preferred Stockholders, the elimination of the Preferred Stockholders' annual dividend and Special Dividend rights, and a reduction in the Preferred Stockholders' director designation rights, among other things. Concurrent with the closing of the Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter. Under the original DLA, Charter Operating would bill the Company for license fees according to a payment schedule that gradually increased from $ 10.0 million in the first year of the term to $ 32.3 million in the tenth year of the term. The Company would recognize expense for the license fees ratably over the term. On November 6, 2022, the Company and Charter Operating entered into an amendment to the DLA, pursuant to which the Company received license fee credits 17 Table of Contents totaling $ 7.0 million. On December 31, 2024, the Company and Charter Operating entered into another amendment (the "2024 Amendment") under which the Company will pay fees based on household counts provided by Charter Operating during the period. The 2024 Amendment was conditioned upon the Company's payment of arrears due to Charter under the DLA, which were paid in full on December 31, 2024. The Company's results from transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), are detailed below: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2025 2024 2025 2024 Revenues $ 501 $ 501 $ 1,503 $ 1,543 Cost of revenues 3,351 5,124 10,192 16,337 The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Balance Sheets: As of As of (In thousands) September 30, 2025 December 31, 2024 Accrued expenses $ 7,902 $ 8,389 Non-current portion of accrued data costs 19,312 22,031 Except as described above with respect to the Exchange Agreements, the Company had no transactions with Pine and Liberty for the three and nine months ended September 30, 2025. The Company had no transactions with Pine and Liberty, other than the 2024 Preferred Stock issuance, for the three and nine months ended September 30, 2024. Transactions with Directors and Officers The Company recognized revenues of $ 0.3 million and $ 0.7 million during the three and nine months ended September 30, 2025, respectively, and $ 0.3 million and $ 0.9 million during the three and nine months ended September 30, 2024, respectively, from transactions with affiliates or former affiliates of its directors and officers in the normal course of business as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). For the three and nine months ended September 30, 2024, $ 0.2 million and $ 0.6 million of these revenues were separately disclosed as transactions with Qurate and its affiliates. 10. Commitments and Contingencies Commitments The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with multichannel video programming distributors ("MVPDs") and other providers for set-top box and connected (Smart) television data. These agreements have remaining terms of less than one year to six years . As of September 30, 2025, the total fixed payment obligations related to set-top box and connected television data agreements are $ 104.5 million and $ 25.2 million, respectively. The information set forth below summarizes the contractual obligations, by year, as of September 30, 2025: (In thousands) 2025 (remaining) $ 14,296 2026 42,572 2027 27,973 2028 16,528 2029 14,115 Thereafter 14,163 Total $ 129,647 In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $ 90.8 million over the next six years . Contingencies The Company is involved in various legal proceedings from time to time. The Company establishes reserves for specific legal proceedings when management determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. In these cases, the Company does not establish a reserve until it can reasonably estimate the loss. Legal fees related to contingencies are expensed as incurred. The outcomes of legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company's operating results and cash flows for a particular period. State Sales Tax Audit 18 Table of Contents In January 2025, the Company received an initial audit assessment from the State of Washington Department of Revenue related to an audit of potential sales tax liabilities in Washington for fiscal years 2020 through 2023. The aggregate assessment calculated by the Department of Revenue, including alleged penalties and interest, was approximately $ 8.0 million. The Company has petitioned for review of the audit assessment and believes it has a strong position that its activities are not taxable under the applicable terms of Washington law. As of September 30, 2025, the Company cannot reasonably estimate the outcome of the review and the potential liability, if any, that may be incurred in this matter. Other Matters The Company is, and may become, a party to a variety of legal proceedings from time to time that arise in the normal course of the Company's business. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have an adverse effect on the Company because of defense costs, diversion of management resources and other factors. Indemnification The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its directors and officers, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification. Similarly, certain of the Company's commercial contracts require it to indemnify contract counterparties under specified circumstances, and the Company may incur legal counsel fees and other costs in connection with these obligations. 11. Segment Information Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available and is evaluated on a regular basis by the chief operating decision maker ("CODM"). The Company's CODM is its Chief Executive Officer, who decides how to allocate resources and assess performance. The Company operates as one operating segment. A single management team reports to the CODM, who manages the business on a consolidated basis. 19 Table of Contents The Company's CODM uses consolidated net income to make decisions, allocate resources and assess performance. The following table presents financial information that is presented to the CODM with respect to the Company's single operating segment for the three and nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2025 2024 2025 2024 Revenues Content & Ad Measurement $ 75,519 $ 75,274 $ 225,438 $ 220,083 Syndicated Audience 63,220 65,042 190,677 193,831 Cross Platform 12,299 10,232 34,761 26,252 Research & Insight Solutions 13,387 13,205 38,566 41,028 Total revenues $ 88,906 $ 88,479 $ 264,004 $ 261,111 Cost of goods sold (1) 33,649 34,509 99,365 101,250 Operating expenses Compensation $ 31,406 $ 28,286 $ 99,187 $ 93,131 Professional fees (2) 5,539 5,229 15,626 16,003 Facilities & office expense 2,275 2,668 6,745 7,861 Software licenses, maintenance and systems 3,309 3,094 9,782 9,260 Travel & entertainment 431 425 1,552 1,519 Other operating expenses 1,262 1,860 4,427 5,339 Total operating expenses $ 44,222 $ 41,562 $ 137,319 $ 133,113 Depreciation & amortization $ 7,546 $ 7,336 $ 22,341 $ 21,250 Stock-based compensation 377 ( 122 ) 2,863 2,267 Restructuring & transformation 507 15 2,549 1,043 Strategic transaction costs (2) 538 36 538 49 Foreign currency transactions ( 136 ) 2,223 5,410 1,508 Impairment — 64,397 — 64,397 Interest expense, net 1,699 424 5,010 1,440 Taxes ( 311 ) ( 1,622 ) 570 ( 2,315 ) Other 362 351 1,071 501 Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 ) (1) Excludes certain items that are recorded within the cost of revenues, selling and marketing, research and development, and general and administrative expense lines on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) that are presented elsewhere in this table in accordance with the presentation to the CODM, who uses the adjusted presentation to allocate resources and assess performance. (2) Beginning in the third quarter of 2025 (and for comparable prior periods), strategic transaction costs that had previously been included in professional fees are being presented separately in this table in accordance with the presentation to the CODM. Strategic transaction costs represent third-party professional fees and other charges incurred in connection with strategic transactions, including mergers, acquisitions, financings and dispositions, regardless of whether consummated, which the Company otherwise would not have incurred as part of its normal business operations. 20 Table of Contents