What changed in this filing

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Item 1A. Risk Factors

2026-03-26 compared with 2025-03-06 · 140 added, 147 removed, 406 unchanged (41% of the section changed)

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• Our business may be harmed if we deliver inaccurate or untimely information products, change our methodologies or the scope of information we collect, or are unable to maintain sufficient panels.

• We derive a significant portion of our revenues from subscription-based products, and our customers could terminate or fail to renew their subscriptions.

• We derive a significant portion of our revenues from subscription-based products, and our customers could terminate, reduce or fail to renew their subscriptions.

• Our financial results may suffer if we are unable to retain or add large customers or if we cannot persuade customers to substitute our products for incumbent providers.

• Our acquisitions or partnerships with other companies may not be successful and may divert our management's attention.

• Our strategic transactions with other companies may not be successful and may divert our management's attention.

• System failures, security breaches, delays in system operations, or failure to pass customer or partner security reviews may harm our business.

• Our restructuring activities may not deliver the expected results and could disrupt our business operations.

• Our restructuring activities and cost-reduction initiatives may not deliver the expected results and could disrupt our business operations.

• We may not be able to adequately retain and hire qualified personnel.

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• We may fail to meet the expectations of securities analysts or investors, which could cause our stock price to decline.

• We may not generate sufficient cash to service our debt, dividend obligations, lease facilities and trade payables.

• We may not generate sufficient cash to service our debt, lease facilities and trade payables.

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

• 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.

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• Concern over data privacy and security, AI and data governance could materially harm our business.

• Domestic or foreign laws may limit our ability to collect and incorporate media usage information in our products and impose costly requirements on our business.

• Any loss or unauthorized disclosure of sensitive data could expose us to liability and damage our brand and reputation.

• Domestic or foreign laws may further limit our ability to collect and incorporate media usage information in our products and impose costly requirements on our business.

• Pending or potential litigation could result in substantial costs and adverse outcomes.

• Third parties could assert that we are infringing their intellectual property rights, or we could be unable to protect and enforce our own intellectual property rights.

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• There could be adverse developments in tax laws or disagreements with our tax positions in the jurisdictions where we operate.

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Risks Related to 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.

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• Evolving sanctions and export control laws could impair our ability to compete in international markets and subject us to liability.

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

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• Any failure to meet our debt obligations could adversely affect our business and financial condition.

• We may need additional capital to support our business or meet our debt or dividend obligations, which may not be available on acceptable terms or at all.

• We may need additional capital to support our business or meet our debt obligations, which may not be available on acceptable terms or at all.

General Risks Related to Ownership of Our Common Stock

• Securities that we may become obligated to issue under existing or future agreements may cause immediate and substantial dilution to our current stockholders.

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

• Provisions in our governing documents and under Delaware law might discourage, delay or prevent a change of control or changes in our management.

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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.

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.

In recent years, macroeconomic factors including inflation, capital market disruptions, and recession concerns have caused some advertisers to reduce or delay advertising expenditures.

Recent geopolitical conflicts and developments in U.S.

trade policy have created additional uncertainty, contributing to further spending delays by advertisers.

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

Further reductions in advertising spending could result in customers terminating their subscriptions for our products, delaying renewals, or renewing on terms less favorable to us.

Furthermore, our newer products, for which we recognize revenue based on impressions used, are subject to higher fluctuations in revenue from changes in our customers' advertising budgets and spending.

Furthermore, our custom solutions and newer products, for which we recognize revenue based on customer usage, are subject to higher fluctuations in revenue from changes in our customers' advertising budgets, platform strategies and spending.

Macroeconomic factors could also increase our costs, reducing margins and preventing us from meeting our profitability goals.

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Some of our competitors have substantially greater resources than we do.

As a result, these competitors may be able to devote greater resources to development of systems and technologies, acquisition of data, recruitment and retention of personnel, marketing and promotional campaigns, panel retention and development, and other key areas that can impact our ability to compete effectively.

This may allow them to produce superior products to ours or introduce products to market faster than we can, which could impact our ability to compete effectively.

In addition, some of our competitors have adopted and may continue to adopt aggressive pricing policies, including the provision of certain services at little or no cost, in order to retain or acquire customers.

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If we are unable to compete successfully against our current and future competitors, we may not be able to retain and acquire customers, and we may consequently experience a decline in revenues, reduced operating margins, loss of market share and diminished value from our products.

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If we are unable to provide television, digital or cross-platform analytics, or if our analytics are incomplete, our ability to maintain and grow our business will be harmed.

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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

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

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.

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

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We operate in industries that require sophisticated data collection and processing technologies.

Our future success will depend in large part on our ability to develop new and modify or enhance our existing products and services, including without limitation, our data collection technologies and approaches, in order to meet customer needs, add functionality and address technological advancements and evolving industry standards.

Our future success will depend in large part on our ability to timely develop new and modify or enhance our existing products and services, including without limitation, our data collection technologies and approaches, in order to meet customer needs, add functionality and address technological advancements and evolving industry standards.

For example, the development of opt-in permissions and enhanced focus on consent-based measurement provide the benefit of limiting the transfer of consumer personal information, but also mean changes to our data collection, storage and delivery processes.

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More generally, we will need to develop new products and methodologies to address evolving technologies and standards across the universe of media, including television, online and mobile usage.

However, we may be unsuccessful in identifying new product opportunities, developing or marketing new products in a timely or cost-effective manner, or obtaining the necessary access to data or technologies needed to support new products, or we may be limited in our ability to operate due to patents held by others.

In addition, our product innovations may not achieve the market penetration or price levels necessary for profitability.

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.

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, 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

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develop minimum standards, accreditations or certifications for such research.

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.

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 Internet Advertising Bureau, the U.S.

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.

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the incurrence of substantial costs to correct any material defect, error or inconsistency;

increased warranty and insurance costs;

increased insurance costs;

potential litigation;

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Any such changes or perceived changes, or our inability to accurately or adequately communicate to our customers and the media such changes and the potential implications of such changes on the data we have published or will publish in the future, may result in customer dissatisfaction, particularly if certain information is no longer collected or information collected in future periods is not comparable with information collected in prior periods.

As a result of future methodology changes, some of our customers that may also supply us with data may decide not to continue buying products or services from us or may decide to discontinue providing us with their data to support our products.

As a result of methodology changes, some of our customers that may also supply us with data may decide not to continue buying products or services from us or may decide to discontinue providing us with their data to support our products.

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.

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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.

Over time, 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 and cost of recruiting new panelists have increased.

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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.

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

If our customers terminate or fail to renew their subscriptions, our business could suffer.

If our customers terminate, reduce or fail to renew their subscriptions, our business could suffer.

We currently derive a significant portion of our revenues from our syndicated products, which are typically one-year subscription-based products.

This has generally provided us with recurring revenue due to high renewal rates among our enterprise customers;

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 continue to decline and our business could suffer.

Historically, these products provided us with recurring revenue due to high renewal rates among our enterprise customers.

In recent years, however, we have seen declines in revenue from our syndicated audience offerings, primarily related to our national TV and syndicated digital products.

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 syndicated product revenues could continue to 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

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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.

Furthermore, our custom solutions and newer products, for which revenue is recognized based on customer usage, are subject to higher fluctuations in revenue.

Our customer renewal and usage 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 (including recent and pending consolidation in the media and entertainment industries), general economic conditions or reductions in our customers' spending levels.

Our growth depends upon our ability to retain existing large customers and add new large customers.

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For the years ended 2025, 2024 and 2023, we derived 34%, 34% and 37%, respectively, of our total revenues from our top 10 customers.

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.

Uncertain economic conditions, changes in the political or regulatory environment or other factors, such as internal reorganization or changes in customer buying processes or platform usage, 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 failure or consolidation of large customer companies, including recent and pending consolidation in the media and entertainment industries, could cause further reductions in the affected companies' contracts with us.

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

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Moreover, the incumbent service provider may have the ability to significantly discount its services or enter into long-term agreements, which could further impede our ability to persuade customers to switch service providers, and accordingly, our ability to increase our revenues.

We may expand through investments in, acquisitions of, or the development of new products with assistance from, other companies, any of which may not be successful and may divert our management's attention.

We may expand through investments in, acquisitions of, or the development of new products with assistance from, other companies or we may consider other strategic transactions, any of which may not be successful and may divert our management's attention.

In the past, we completed several strategic acquisitions, most recently our acquisition of Shareablee in 2021.

We also may evaluate and enter into discussions regarding an array of potential strategic transactions, including acquiring complementary products, technologies or businesses.

An acquisition, investment or business relationship may involve significant operating challenges, expenditures and risks.

In particular, we may encounter difficulties integrating the businesses, data, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to be employed by us, and we may have difficulty retaining the customers and partners of any acquired business due to changes in management and ownership.

Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our business.

Moreover, we cannot guarantee that the anticipated benefits of any acquisition, investment or business relationship would be realized timely, if at all, or that we would not be exposed to unknown liabilities.

We also may evaluate and enter into discussions regarding an array of potential strategic transactions, including acquiring complementary products, technologies or businesses or divesting portions of our business.

An acquisition, divestiture or other strategic business relationship may involve significant operating challenges, expenditures and risks.

In particular, we may encounter difficulties carving out existing operations for divestiture or integrating the operations of acquired companies, particularly if the key personnel of the acquired company choose not to be employed by us, and we may have difficulty retaining customers and partners due to changes in strategy, management or ownership.

Acquisitions and divestitures may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for ongoing development of our business.

Moreover, we cannot guarantee that the anticipated benefits of any acquisition, divestiture or other business relationship would be realized timely, if at all, or that we would not be exposed to unknown liabilities.

In connection with any such transaction, we may:

• encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures, particularly in countries where we have not previously had employees;

• encounter difficulties retaining key employees of an acquired company or integrating diverse business cultures, particularly in countries where we have not previously had employees;

• incur large charges or substantial liabilities, including without limitation, liabilities associated with products or technologies accused or found to infringe on third-party intellectual property or contractual rights or violate existing or future privacy or security regulations;

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• issue shares of our capital stock as part of the consideration, which has been and may be dilutive to existing stockholders;

• become subject to adverse tax consequences, legal disputes, substantial depreciation or deferred compensation charges;

• use cash that we may otherwise need for ongoing or future operation of our business or dividends;

• use cash that we may otherwise need for ongoing or future operation of our business;

• enter new geographic markets that subject us to different laws and regulations that may have an adverse impact on our business;

• experience difficulties effectively utilizing acquired assets or obtaining required third-party consents;

• experience difficulties effectively separating divested assets, utilizing acquired assets or obtaining required third-party consents;

• encounter difficulties integrating the information and financial reporting systems of acquired businesses, particularly those that operated under accounting principles other than those generally accepted in the U.S.

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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 relationships and transactions sometimes involve preferred or exclusive licenses, discount

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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.

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

These strategic transactions may be material to our financial condition and results of operations, and though these transactions may provide additional benefits, they may not be successful or 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.

We can make no assurances that any such transactions 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.

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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 customer relationships, brand and reputation.

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

In the future, we may need to expand our network and systems at a more rapid pace than we have in the past, particularly as we integrate AI tools and capabilities.

Our network or systems may not be capable of meeting the demand for increased capacity, or we may incur additional expenses to accommodate these capacity demands.

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Failure to meet these requirements could have an adverse effect on our business.

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We rely on a small number of third-party service providers to host and deliver our products, and any interruptions or delays in services from these third parties could impair the delivery of our products and harm our business.

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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

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of our business.

Such a power outage could result in the disruption 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 begun an initiative to transform certain data collection, processing and delivery systems from traditional data centers to cloud-based platforms.

In recent years, we have begun migrating 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.

These efforts have 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 or other processes is not successful, or if ongoing or future migrations take longer or require more resources than we anticipate, our results of operations and financial condition could be adversely affected.

We depend on access to the internet through third-party bandwidth providers to operate our business.

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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.

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.

In recent years, we have undertaken various actions to improve cost efficiency and better align our operating structure and resources with strategic priorities.

In addition to employee terminations, these 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 these 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 continue to make require careful management to avoid disrupting customer, partner and employee relationships.

If we do not successfully manage these 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.

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Our future success also depends on our ability to retain, attract and motivate highly skilled technical, managerial, sales and marketing personnel.

The market for these personnel is extremely competitive, particularly for software engineers, data scientists and other technical staff, and our restructuring activities have put additional pressure on our ability to retain, attract and motivate key personnel.

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The market for these personnel is extremely competitive, and our restructuring and cost-reduction activities have put additional pressure on our ability to retain, attract and motivate key personnel.

If we cannot retain highly skilled workers and key leaders, our ability to develop and deliver our products and increase our revenues may be materially and adversely affected.

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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

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with a 2021 executive hire.

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

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

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

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

• changes in our customers' buying behaviors, including platform changes or 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;

• 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 technology upgrades, product development initiatives and restructuring activities;

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

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

• our failure to accurately estimate or control costs, including those incurred as a result of technology upgrades, AI integrations, product development initiatives, panel changes 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 strategic or financing 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, tax and other advisory fees and expenses and diversion of management time and resources;

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

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

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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.

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

We may not be able to generate or obtain sufficient cash to service our debt, 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, 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.

In addition, we may incur additional debt for operations.

These obligations could require us to use a large portion of our cash flow from operations to service our debt 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.

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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.

Failure to meet our payment obligations could disrupt our supply of goods and services and impact our reputation, creditworthiness and relations with customers, partners, creditors and holders of our Preferred Stock.

Failure to meet our payment obligations could disrupt our supply of goods and services and impact our reputation, creditworthiness and relations with customers, partners and creditors.

It could also lead to costly litigation.

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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.

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

Failure to meet our financial obligations could have significant consequences including, potentially, forcing us into bankruptcy or liquidation.

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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 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.

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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.

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, technology 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 adversely affected.

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net operating loss carryforwards that can be utilized annually to offset future taxable income and taxes payable.

We completed a Section 382 study in 2023 and concluded that an ownership change occurred in May 2021 as a result of the Preferred Stock transactions;

We completed a Section 382 study in 2023 and concluded that an ownership change occurred in May 2021 as a result of the Series B Preferred Stock transactions;

therefore, all of our U.S.

net operating loss carryforwards are subject to annual limitations under Section 382.

net operating loss carryforwards generated prior to the ownership change are subject to annual limitations under Section 382.

As of December 31, 2025, we estimate our U.S.

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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").

Our net operating loss carryforwards begin to expire in 2026 for federal and 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

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of the enactment of the Tax Cuts and Jobs Act ("TCJA").

As of December 31, 2025, we estimate our aggregate net operating loss carryforwards for tax purposes related to our foreign subsidiaries to be $5.6 million, which begin to expire in 2028.

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

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

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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.

Third-party products purporting to address privacy concerns may also negatively affect the functionality of, and demand for, our products and services.

Any of these changes could result in the loss of customers, partners and vendors and harm to our business.

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.

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If these questionnaires or representations are false, inaccurate or incomplete, or if our customers, partners, vendors and other third-party data providers do not otherwise comply with applicable privacy laws or security practices, we could face adverse publicity and possible legal or regulatory action.

As an example, in February 2026 a purported class action complaint was filed against us in the U.S.

District Court for the Central District of California alleging violations of various state and federal laws, as well as certain common-law claims, in connection with our alleged collection of internet data from California residents.

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 additional information.

Although we are disputing the claims and believe we have meritorious defenses, this type of proceeding can be disruptive, costly and damaging to our business and brand, even if we are ultimately successful in our defense.

Any loss or unauthorized disclosure of sensitive data could expose us to liability and damage our brand and reputation.

Outside parties, including foreign actors, may attempt to fraudulently induce our employees or users of our solutions to disclose sensitive information via illegal electronic spamming, phishing, threats or other tactics.

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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.

Any actual or potential breach of our security measures may result in litigation and potential liability or fines, governmental inquiry or oversight or a loss of customer confidence, any of which could harm our business and damage our brand and reputation, possibly impeding our present and future success in retaining and attracting new customers and thereby requiring time and resources to repair our brand.

Domestic or foreign laws, regulations or enforcement actions may limit our ability to collect and incorporate media usage information in our products, which may decrease their value and cause an adverse impact on our business and financial results.

Any actual or potential breach of our security measures may result in litigation and potential liability or fines, governmental inquiry or oversight or a loss of customer confidence, any of which could harm our business and damage our brand and reputation, possibly impeding our present and future success in retaining and attracting customers and requiring time and resources to repair our brand.

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Domestic or foreign laws, regulations or enforcement actions may further limit our ability to collect and incorporate media usage information in our products, which may decrease their value and cause an adverse impact on our business and financial results.

Our business could be adversely impacted by existing or future laws, regulations or actions by domestic or foreign regulatory agencies, or by our customers' or partners' efforts to comply with these laws.

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states have also adopted comprehensive privacy laws governing the collection and use of personal information, with more expected in 2026 and beyond.

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

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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.

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Any regulatory or civil action that is brought against us, even if unsuccessful, may distract our management's attention, divert our resources, negatively affect our public image or reputation among our panelists, customers, partners and vendors, and harm our business.

Our involvement in pending and future litigation could result in substantial costs and adverse outcomes.

We are currently involved in, and may in the future become involved in, litigation, claims, investigations and disputes arising in the ordinary course of our business.

Litigation and regulatory matters are inherently uncertain and can result in substantial costs, including legal fees, settlement payments, judgments, fines, penalties and increased insurance premiums.

Adverse outcomes in these proceedings could damage our brand and require us to pay significant damages or alter our business practices, which could negatively affect our business and customer relationships.

In addition, the defense of legal proceedings can be time-consuming and distracting, diverting our management team from our normal operations and strategic priorities.

Even if we ultimately prevail in these matters, the cost and disruption associated with litigation may be material and could negatively affect our financial condition and results of operations.

An assertion from a third party that we are infringing its intellectual property rights, whether such assertion is valid or not, could subject us to costly and time-consuming litigation or expensive licenses.

The media measurement, software and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights, domestically or internationally.

As we grow, evolve our products and methodologies, and face increasing competition, the probability that one or more third parties will make intellectual property rights claims against us increases.

In such cases, our products, technologies or methodologies may be found to infringe on the intellectual property rights of others.

Additionally, many of our agreements may require us to indemnify our customers for third-party intellectual property infringement claims, which would increase our costs if we have to defend such claims and may require that we pay damages and provide alternative services if there were an adverse ruling in any such claims.

Intellectual property claims could harm our relationships with our customers, deter future customers from buying our products or expose us to litigation, which could be expensive and divert considerable attention of our management team from the normal operation of our business.

As we grow, evolve our products and methodologies, and gain traction in competitive markets, the probability that one or more third parties will make intellectual property rights claims against us increases.

Disputes such as these have the potential to harm our relationships with customers, deter future customers from buying our products, or expose us to litigation, which could be expensive and divert our management team's attention from the normal operation of our business.

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In addition to direct claims against us, certain agreements may require us to indemnify our customers for third-party intellectual property infringement claims, which would increase our costs if we must defend such claims.

Even if we are not a party to any litigation between a customer and a third party, an adverse outcome in any such litigation could make it more difficult for us to defend against intellectual property claims by the third party in any subsequent litigation in which we are a named party.

Any of these results could adversely affect our brand, business and results of operations.

With respect to any intellectual property rights claim against us or our customers, we may have to pay damages or stop using technology or methodologies found to be in violation of a third party's rights.

We may have to seek a license for the technology, which may not be available on reasonable terms or at all, may significantly increase our operating expenses or may significantly restrict our business activities in one or more respects.

With respect to any intellectual property rights claim against us or our customers, we could be required to pay damages or stop using technology or methodologies found to be in violation of a third party's rights.

Alternatively, we may need to seek a license for certain rights, which may not be available on reasonable terms or at all, may significantly increase our operating expenses or may significantly restrict our business activities in one or more respects.

We may also be required to develop alternative non-infringing technology or methodologies, which could require significant effort and expense.

Any of these outcomes could adversely affect our business and results of operations.

Even if we prove successful in defending ourselves against such claims, we may incur substantial expenses and the defense of such claims may divert considerable attention of our management team from the normal operation of our business.

Even if we are successful in defending ourselves against such claims, we may incur substantial expenses, and the defense of such claims may divert considerable time and resources from our business and strategic priorities.

The success of our business depends in large part on our ability to protect and enforce our intellectual property rights.

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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.

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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.

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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.

As an example, in 2025, we 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.

Although we are disputing the assessment and believe we have a strong position that our

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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

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

• political, social and economic instability abroad, terrorist attacks and security concerns;

• political, social and economic instability abroad, terrorist attacks, wars and other security concerns;

• fluctuations in currency exchange rates that have affected and could continue to affect our results of operations;

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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

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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.

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, AI and consumer privacy.

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If we grow our international operations, if we acquire companies with established business in international regions, or if exchange rates become more variable, our exposure to foreign currency risk could become more significant.

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Risks Related to Our Capital Structure and Financings

The holders of our Preferred Stock have significance influence over the Company, may prevent other stockholders from influencing significant corporate decisions, and may have interests that conflict with those of our other stockholders.

The holders of our preferred stock have significant influence over the Company, may prevent other stockholders from influencing significant corporate decisions, and may have interests that conflict with those of our other stockholders.

In 2021, we entered into separate Series B Convertible Preferred Stock Purchase Agreements (collectively, the "Securities Purchase Agreements") with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc.

("Qurate") and Pine Investor, LLC ("Pine").

In 2023, Qurate sold its shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a private transaction.

In 2023, Qurate sold its shares of Series B Preferred Stock to Liberty Broadband Corporation ("Liberty") in a private transaction.

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

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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 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.

In 2025, we entered into Stock Exchange Agreements with the Investors, pursuant to which each Investor exchanged all of its outstanding shares of Series B Preferred Stock for shares of Series C Preferred Stock, Common Stock, and a fixed cash payment in June 2028 (the "Recapitalization").

The Recapitalization and related matters were approved by our stockholders and completed in 2025.

As of December 31, 2025, the Investors were the largest stockholders of the Company, with each Investor's holdings representing more than 27% of our issued and outstanding Common Stock on an as-converted basis.

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

The holders of Series C Preferred Stock have one vote per share (subject to adjustment in accordance with the Certificate of Designations governing the Series C Preferred Stock) and are entitled to vote as a single class with the holders of Common Stock on all matters submitted to a vote of the holders of Common Stock.

However, to the extent that the Series C Preferred Stock and any shares of Common Stock held by an Investor as of December 29, 2025 (the closing date of the Recapitalization) would represent voting rights with respect to more than 16.66% of the Common Stock (including the Series C Preferred Stock on an as-converted basis), such Investor will not be permitted to exercise the voting rights with respect to any shares of Series C Preferred Stock held by it in excess of the 16.66% voting threshold, and the Company will exercise the voting rights with respect to such shares in a neutral manner.

There are additional voting restrictions set forth in our Second Amended and Restated Stockholders Agreement with the Investors (the "Stockholders Agreement").

Even taking these restrictions into account, however, the Investors are expected to have significant influence over any matter submitted to a vote of our stockholders in the near term.

Under the Stockholders Agreement, each Investor currently has the right to designate one director to serve on our Board of Directors, and the Investors together have the right to nominate a fourth director who will act as the Board Chair.

In addition, each Investor has consent rights over certain matters pursuant to the Stockholders Agreement.

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

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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.

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.

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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.

As of December 31, 2025, we had outstanding borrowings totaling $44.6 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%.

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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.

Additionally, we may be required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages, or we may voluntarily prepay a portion of the loans in order to maintain compliance with our financial covenants, as we anticipate doing in the first quarter of 2026.

Certain payments may be subject to prepayment premiums.

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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.

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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.

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.

The covenants also could prevent us from securing additional financing in the future, including to fund our operations or satisfy liabilities.

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.

If we fail to meet or obtain relief from 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.

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We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to meet our outstanding financial obligations, develop new products or enhance our existing products, enhance our operating infrastructure, retain and hire key personnel, and acquire complementary businesses and technologies.

In addition, as described above, the holders of our Preferred Stock have certain dividend rights, including the right to request a special dividend.

Accordingly, we may need to engage in equity or debt financings to secure additional funds.

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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.

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Capital and credit market conditions, adverse events affecting our business or industry, the tightening of lending standards, rising interest rates, negative actions by regulatory authorities or rating agencies, or other factors also could negatively impact our ability to obtain future financing on terms acceptable to us or at all.

If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to support our business growth, meet our dividend payment obligations, and respond to business challenges could be significantly limited.

If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to support our business growth, meet our payment obligations, and respond to business challenges could be significantly limited.

In addition, the terms of any additional equity or debt issuances may adversely affect the value and price of our Common Stock, our results of operations, financial condition and cash flows.

General Risks Related to Ownership of Our 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 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 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.

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, 2025, our Series C Preferred Stock was convertible into an aggregate of 12,670,863 shares of Common Stock at the election of the holders.

As of December 31, 2025, 98,726 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), 388,196 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 2,572,844 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) 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.

We have been and may in the future be subject to legal and business challenges in the operation of our Company due to actions instituted by activist stockholders, such as stockholder proposals, media campaigns and proxy contests.

Responding to proxy contests and other actions by activist stockholders, including related litigation, can be costly and time-consuming, disrupt our operations and divert the attention of our Board of Directors and senior management from the pursuit of business strategies, which could adversely affect our results of operations and financial condition.

Additionally, perceived uncertainties as to our future direction or potential changes to the composition of our Board of Directors as a result of stockholder activism may lead to the perception of an adverse change in the direction of our business, loss of potential business opportunities, instability or lack of management or oversight continuity.

These uncertainties may be more acute or heightened if an activist stockholder seeks to change a majority of the Board of Directors or ultimately desires to acquire the Company.

Actions by activist stockholders may be exploited by our competitors, cause concern to our current or potential customers and vendors, be interpreted as an increase in risk associated with current or future financing, make it more difficult to attract and retain qualified personnel and create adverse uncertainty for our employees.

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.

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

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.

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• authorize "blank check" preferred stock that our Board could issue to increase the number of outstanding shares to discourage a takeover attempt;

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• prohibit stockholder action by written consent, which means that all stockholder actions must be taken at a meeting of our stockholders;

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

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• 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.

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

What changed 10-K

Item 1A. Risk Factors