What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-26 compared with 2025-03-06 · 446 added, 347 removed, 1181 unchanged (40% of the section changed)

16 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 6, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

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Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

20 unchanged sentences

Customers may obtain the control of promised goods or services over time or at a point in time.

Table of Conte nt s

Given the complexity of certain of the Company's contracts, such as contracts with multichannel video programming distributors ("MVPDs") that involve both the purchase and sale of services with a single counterparty, we concluded that revenue recognition from certain identified contracts represents a critical audit matter because of the judgments necessary for management to identify performance obligations, determine the transaction price, allocate transaction price to the performance obligations and recognize revenue when performance obligations are satisfied.

contracts represents a critical audit matter because of the judgments necessary for management to identify performance obligations, determine the transaction price, allocate transaction price to the performance obligations and recognize revenue when performance obligations are satisfied.

Performing audit procedures related to revenue recognition for these contracts required more extensive audit effort and a higher degree of auditor judgment.

1 unchanged sentence

Our audit procedures related to evaluating the significant estimates and judgments used by management in the determination of the accounting for certain more complex revenue contracts, including the identification of performance obligations, determination of the transaction price, allocation of the transaction price to the performance obligations and recognition of revenue when performance obligations are satisfied, included the following, among others:

• We tested the effectiveness of controls, including controls over the identification of performance obligations, determination of the transaction price, allocation of the transaction price, and determination of when performance obligations are satisfied.

• For a selection of revenue contracts identified as having more complex terms, we performed the following:

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The Company monitors for events and circumstances that could negatively impact the key assumptions in determining fair value, including long-term growth rates, profitability, discount rates, volatility in the Company's market capitalization, general industry, and market and macro-economic conditions.

During 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 quantitative testing on its reporting unit using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, 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 months ended September 30, 2024.

No additional impairment indicators were identified during the fourth quarter of 2024.

The Company completed its annual assessment on October 1, 2025, and there was no impairment of goodwill at the assessment date.

We identified goodwill for the Company as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit, specifically related to the selection of the discount rate and forecasts of future revenue.

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Our audit procedures related to the forecasts of future revenue and the selection of the discount rate for the Company's goodwill impairment included the following, among others:

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• We tested the effectiveness of controls over management's goodwill impairment evaluations, including those over the forecasts of future revenue and management's selection of the discount rate.

• We evaluated whether the internal specialists used by the Company to perform the goodwill valuation analysis had the necessary competence, capabilities, and objectivity.

• We evaluated whether the specialists used by the Company to perform the goodwill valuation analysis had the necessary competence, capabilities, and objectivity.

• We evaluated management's ability to accurately forecast revenue by comparing the actual results to management's historical projections.

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◦ Historical industry revenue growth rates and revenue growth rates of peer group companies.

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◦ Economic forecasts considering the impact of macro-economic conditions.

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◦ Developing a range of independent estimates and comparing those to the discount rate selected by management.

• We evaluated the impact of changes in management's revenue forecasts from the October 1, 2024, annual measurement date, to December 31, 2024.

• We evaluated the impact of any potential impairment indicators from the October 1, 2025, annual measurement date, to December 31, 2025.

/s/ Deloitte & Touche LLP

29 unchanged sentences

36,575 45,464

Revolving line of credit — 16,000

Accrued dividends (related parties) — 8,962

8 unchanged sentences

Deferred tax liabilities 1,997 891

Non-current payable to preferred stockholders (related parties) 4,457 —

Other non-current liabilities 6,751 9,771

1 unchanged sentence

Commitments and contingencies

Convertible redeemable preferred stock, $ 0.001 par value;

100,000,000 shares authorized as of December 31, 2024 and December 31, 2023;

95,784,903 shares and 82,527,609 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively;

aggregate liquidation preference of $ 245,732 as of December 31, 2024 and $ 228,132 as of December 31, 2023 (related parties)

207,470 187,885

Series C convertible redeemable preferred stock, $ 0.001 par value;

12,670,863 shares authorized, issued and outstanding as of December 31, 2025;

no shares authorized, issued and outstanding as of December 31, 2024;

aggregate liquidation preference of $ 183,728 as of December 31, 2025 and zero as of December 31, 2024 (related parties)

Series B convertible redeemable preferred stock, $ 0.001 par value;

no shares authorized, issued and outstanding as of December 31, 2025;

100,000,000 shares authorized and 95,784,903 shares issued and outstanding as of December 31, 2024;

aggregate liquidation preference of zero as of December 31, 2025 and $ 245,732 as of December 31, 2024 (related parties)

Stockholders' equity (deficit):

Preferred stock, $ 0.001 par value;

5,000,000 shares authorized as of December 31, 2024 and December 31, 2023;

1,329,137 shares authorized as of December 31, 2025 and 5,000,000 shares authorized as of December 31, 2024;

no shares issued or outstanding as of December 31, 2025 or 2024

Common stock, 0.001 par value;

13,750,000 shares authorized as of December 31, 2024 and 2023;

46,000,000 shares authorized as of December 31, 2025 and 13,750,000 shares authorized as of December 31, 2024;

15,214,378 shares issued and 14,876,139 shares outstanding as of December 31, 2025, and 5,228,814 shares issued and 4,890,575 shares outstanding as of December 31, 2024

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Total expenses from operations 352,960 415,556 444,944

Loss from operations ( 59,509 ) ( 73,601 ) ( 74,873 )

Income (loss) from operations 4,509 ( 59,509 ) ( 73,601 )

(Loss) gain from foreign currency transactions ( 5,892 ) 1,417 ( 2,824 )

Interest expense, net ( 6,693 ) ( 1,883 ) ( 1,445 )

Other income, net — 651 42

Gain (loss) from foreign currency transactions 1,417 ( 2,824 ) 1,166

Loss before income taxes ( 8,076 ) ( 59,324 ) ( 77,828 )

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Net loss $ ( 10,004 ) $ ( 60,248 ) $ ( 79,361 )

Net loss available to common stockholders:

Net income (loss) available:

Net loss $ ( 10,004 ) $ ( 60,248 ) $ ( 79,361 )

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( 18,767 ) ( 17,600 ) ( 16,270 )

Total net loss available to common stockholders $ ( 77,848 ) $ ( 95,631 ) $ ( 82,074 )

Net loss per common share (4) :

Basic and diluted $ ( 15.53 ) $ ( 19.88 ) $ ( 17.71 )

Preferred stockholders' deemed contribution (1) (4)

Total net income (loss) available $ 44,273 $ ( 77,848 ) $ ( 95,631 )

Net income (loss) available to common stockholders $ 22,569 $ ( 77,848 ) $ ( 95,631 )

Net income (loss) per common share:

Basic $ 4.30 $ ( 15.53 ) $ ( 19.88 )

Diluted $ 4.25 $ ( 15.53 ) $ ( 19.88 )

Weighted-average number of shares used in per share calculation - Common stock:

Basic and diluted 5,014,049 4,811,233 4,634,178

Basic 5,247,356 5,014,049 4,811,233

Diluted 5,307,608 5,014,049 4,811,233

Comprehensive loss:

Net loss $ ( 10,004 ) $ ( 60,248 ) $ ( 79,361 )

Other comprehensive loss:

Other Comprehensive income (loss):

Foreign currency cumulative translation adjustment 8,206 ( 3,958 ) 1,830

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Convertible redeemable preferred stock dividends ( 18,767 ) ( 17,600 ) ( 16,270 )

Preferred stockholders' deemed contribution 73,044 — —

(2) Excludes amortization of intangible assets, which is presented separately in the Consolidated Statements of Operations and Comprehensive Loss.

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Total stock-based compensation expense $ 2,657 $ 3,191 $ 4,535

(4) Adjusted retroactively for the Reverse Stock Split, refer to Footnote 2 , Summary of Significant Accounting Policies .

(4) This amount represents the deemed contribution recognized as part of the Recapitalization Transaction.

Refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit), for further information .

See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENT OF CHANGES IN CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

(In thousands, except share data) Convertible Redeemable Preferred Stock Common Stock (2)

(In thousands, except share data) Series B Preferred Stock Series C Preferred Stock Common Stock (2)

Comprehensive

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Equity (Deficit)

Shares Amount Shares Amount

Shares Amount Shares Amount Shares Amount

Balance as of December 31, 2022 82,527,609 $ 187,885 — $ — 4,605,247 $ 5 $ 1,690,870 $ ( 15,940 ) $ ( 1,300,789 ) $ ( 229,984 ) $ 144,162

Net loss — — — — — — — — ( 79,361 ) — ( 79,361 )

Convertible redeemable preferred stock dividends (1)

Series B convertible redeemable preferred stock dividends (1)

— — — — — — — — ( 16,270 ) — ( 16,270 )

3 unchanged sentences

Payments for taxes related to net share settlement of equity awards — — — — ( 2,631 ) — ( 65 ) — — — ( 65 )

Other — — 6,035 — ( 3 ) — — — ( 3 )

Settlement of restricted stock unit liability — — — — — — 2,761 — — — 2,761

Amortization of stock-based compensation — — — — — — 3,040 — — — 3,040

1 unchanged sentence

Net loss — — — — — — — — ( 60,248 ) — ( 60,248 )

Convertible redeemable preferred stock dividends (1)

Series B convertible redeemable preferred stock, net of issuance costs (1)

13,257,294 19,585 — — — — 13,017 — — — 13,017

Series B convertible redeemable preferred stock dividends (1)

— — — — — — — — ( 17,600 ) — ( 17,600 )

Foreign currency translation adjustment — — — — — — — ( 3,958 ) — — ( 3,958 )

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Amortization of stock-based compensation — — — — — — 2,609 — — — 2,609

Other — — — — ( 39 ) — — — — — —

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 — — — — — — — — ( 10,004 ) — ( 10,004 )

Convertible redeemable preferred stock, net of issuance costs (1)

Series B convertible redeemable preferred stock dividends (1)

— — — — — — — — ( 18,767 ) — ( 18,767 )

Convertible redeemable preferred stock dividends (1)

Recapitalization transaction, net of issuance costs (1)

( 95,784,903 ) ( 207,470 ) 12,670,863 89,722 9,860,475 10 65,513 — 73,044 — 138,567

Foreign currency translation adjustment — — — — — — — 8,206 — — 8,206

Exercise of Common Stock options, net — — 33 — — — — — —

Restricted stock units distributed — — — — 126,181 — — — — — —

2 unchanged sentences

Amortization of stock-based compensation — — — — — — 1,392 — — — 1,392

Other — — ( 39 ) — — — — — —

Balance as of December 31, 2025 — $ — 12,670,863 $ 89,722 14,876,139 $ 15 $ 1,781,265 $ ( 9,862 ) $ ( 1,429,995 ) $ ( 229,984 ) $ 111,439

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Adjustments to reconcile net loss to net cash provided by operating activities:

Impairment of goodwill 63,000 78,200 46,300

Depreciation 23,745 22,087 19,778

Unrealized foreign currency loss 5,167 — —

Non-cash operating lease expense 4,976 5,240 5,456

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Amortization of intangible assets 2,529 3,057 5,213

Deferred tax provision (benefit) 818 ( 841 ) ( 35 )

Impairment of goodwill — 63,000 78,200

Impairment of right-of-use and long-lived assets — 1,397 1,502

Change in fair value of warrant liability ( 669 ) ( 49 ) ( 9,802 )

Deferred tax provision ( 841 ) ( 35 ) ( 475 )

Other 2,658 1,339 2,248

3 unchanged sentences

Accounts payable, accrued expenses, and other liabilities 2,782 ( 10,570 ) ( 4,121 )

Contract liability and customer advances ( 4,739 ) ( 5,517 ) ( 1,587 )

Contract liabilities and customer advances ( 11,378 ) ( 4,739 ) ( 5,517 )

Operating lease liabilities ( 8,578 ) ( 8,798 ) ( 7,867 )

5 unchanged sentences

Financing activities :

Proceeds from secured term loan 45,000 — —

Proceeds from insurance financing 2,270 2,118 —

Payments for dividends on convertible redeemable preferred stock (1)

— — ( 15,512 )

Proceeds from secured term loan — 45,000 —

Payments of line of credit — ( 16,000 ) —

Principal payments of term loan ( 450 ) — —

Payment of financing and debt issuance costs ( 559 ) ( 4,551 ) —

Contingent consideration payment at initial value ( 859 ) ( 3,704 ) ( 1,037 )

Payment of preferred stock and common stock issuance costs ( 1,352 ) — —

Principal payments on insurance financing ( 2,108 ) ( 2,122 ) —

Principal payments on finance leases ( 3,931 ) ( 2,852 ) ( 2,066 )

Contingent consideration payment at initial value ( 3,704 ) ( 1,037 ) —

Payments of debt issuance costs ( 4,551 ) — —

Payments of line of credit ( 16,000 ) — —

Other ( 6 ) ( 266 ) ( 291 )

Net cash provided by (used in) financing activities 17,623 ( 3,394 ) ( 18,132 )

Net cash (used in) provided by financing activities ( 6,995 ) 17,623 ( 3,394 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 976 ( 1,133 ) 748

Net increase (decrease) in cash, cash equivalents and restricted cash 10,532 2,494 ( 1,837 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 6,668 ) 10,532 2,494

Cash, cash equivalents and restricted cash at beginning of period 33,468 22,936 20,442

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Supplemental non-cash activities :

Issuance of convertible redeemable preferred stock (related parties) (1) (2)

Convertible redeemable preferred stock dividends accrued but not yet paid (1)

Issuance of Series C convertible redeemable preferred stock and common stock in connection with Recapitalization Transaction (1) (2)

$ 230,742 $ — $ —

Present value of fixed payable recognized in connection with Recapitalization Transaction (1) (2)

Accrued preferred stock and common stock issuance costs 1,101 — —

Change in accounts payable and accrued expenses related to capital expenditures 702 653 1,130

Right-of-use assets obtained in exchange for finance lease liabilities 619 7,861 3,195

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Modification of operating right-of-use assets 195 1,216 292

Change in accounts payable and accrued expenses related to capital expenditures 653 1,130 1,162

Series B convertible redeemable preferred stock dividends accrued but not yet paid (1)

— 8,962 16,270

Issuance of Series B convertible redeemable preferred stock (1) (3)

Accrued debt issuance costs — 559 —

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(1) Transactions for these line items were exclusively with related parties (refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit), and Footnote 13 , Related Party Transactions, of the Notes to Consolidated Financial Statements for additional information).

(2) The convertible redeemable preferred stock issued in 2024 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 Consolidated Balance Sheets.

(2) In connection with the Recapitalization Transaction (as defined within the Notes to Consolidated Financial Statements), the Series C convertible redeemable preferred stock and common stock were initially recognized at fair value.

The Company recorded the initial fair value of the Series C convertible redeemable preferred stock, net of issuance costs, of $ 89.7 million within mezzanine equity on the Consolidated Balance Sheet.

The Company recorded the initial fair value of the common stock, net of issuance costs, of $ 65.5 million with the associated par value of $ 9.9 thousand within common stock and the remaining amount within additional paid-in capital on the Consolidated Balance Sheet.

The Company recorded the present value of the total future fixed payment of $ 6.0 million to be paid on June 30, 2028 within non-current liabilities on the Consolidated Balance Sheet.

The remaining $ 73.0 million was recorded in retained earnings on the Consolidated Balance Sheet.

Refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit), of the Notes to Consolidated Financial Statements.

(3) The Series B convertible redeemable preferred stock issued in 2024 was initially recognized at fair value.

Refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit), of the Notes to Consolidated Financial Statements.

See accompanying Notes to Consolidated Financial Statements.

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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.

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 would exchange the 31,928,301 shares of Series B Convertible Preferred Stock, par value $ 0.001 per share, of the Company (the "Series B Preferred Stock") then owned by such Preferred Stockholder for (i) 4,223,621 shares of a new series of convertible preferred stock designated as Series C Convertible Preferred Stock, par value $ 0.001 per share (the "Preferred Stock"), which would 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 (the "Exchange Common Stock" and such transactions, collectively, the "Exchange" or the "Recapitalization Transaction").

Additionally, provided that the Closing occurred, the Company agreed to make a fixed cash payment of $ 2.0 million to each of the Preferred Stockholders on June 30, 2028, regardless of whether the Preferred Stockholders continued to own any securities of the Company on such date.

The Recapitalization Transaction and related matters were approved by the Company's stockholders on December 19, 2025 and subsequently closed on December 29, 2025 (the "Closing Date").

The Company retired the shares of Series B Preferred Stock acquired by the Company pursuant to the Recapitalization Transaction and eliminated from its Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of the Series B Preferred Stock, including the annual dividend rights provided therein.

For additional information on the Recapitalization Transaction, refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).

On September 26, 2025, in connection with the execution of the Exchange Agreements, the Company entered into an amendment (the "Amendment") to its senior secured financing agreement, dated 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 Preferred Stock in connection with the Exchange.

The Amendment became effective on the Closing Date.

For additional information on the Credit Agreement, refer to Footnote 5 , Debt .

Summary of Significant Accounting Policies

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On December 12, 2023, the Company held a special meeting of stockholders of the Company (the "Special Meeting").

At the Special Meeting, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") for the purpose of effecting a reverse stock split (the "Reverse Stock Split") of all outstanding shares of Common Stock, par value $ 0.001 per share (the "Common Stock") and reducing the number of authorized shares of Common Stock by the same ratio as the Reverse Stock Split.

At the Special Meeting, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "2023 Certificate of Amendment") for the purpose of effecting a reverse stock split (the "Reverse Stock Split") of all outstanding shares of Common Stock and reducing the number of authorized shares of Common Stock by the same ratio as the Reverse Stock Split.

Following the Special Meeting, the Board of Directors approved a final ratio of 1-for-20 for the Reverse Stock Split with an effective date of December 20, 2023.

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Stockholders who would otherwise have been entitled to a fractional share of Common Stock were instead entitled to receive a proportional cash payment.

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Unless noted, all shares of Common Stock, including Common Stock underlying warrants, stock options, and restricted stock units, as well as all conversion ratios, exercise prices, conversion prices and per share information in the Consolidated Financial Statements have been retroactively adjusted to reflect the 1-for-20 Reverse Stock Split, as if the split occurred at the beginning of the earliest period presented in this Annual Report.

1 unchanged sentence

Certain amounts in the prior year financial statements have been reclassified to conform to the current year presentation.

Specifically, contingent consideration has been aggregated within other current liabilities on the Consolidated Balance Sheets and the change in fair value of contingent consideration liability has been aggregated within other operating activities on the Consolidated Statements of Cash Flows.

Specifically, the change in the fair value of warrants liability has been aggregated within other operating activities on the Consolidated Statements of Cash Flows.

Use of Estimates and Judgments in the Preparation of the Consolidated Financial Statements

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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 ("SSP"), 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, the fair value determination of contingent consideration from business combinations, financing-related liabilities and warrants, the initial fair value determination of the Preferred Stock (as defined below) and the valuation of options, performance-based and market-based stock awards.

Significant estimates and judgments are inherent in the analysis and the measurement of management's Standalone Selling Price ("SSP"), 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 Series B 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.

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Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates.

15 unchanged sentences

The carrying amount of the Company's prior revolving line of credit approximated fair value due to the variable rate nature of the debt.

Preferred Stock

In January 2021, the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc.

(together with its affiliate Qurate SCOR, LLC, "Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $ 0.001 ("Preferred Stock") as described in Footnote 4 , 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 Broadband Corporation ("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.

Preferred Stock (Series B and Series C)

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 Series B Preferred Stock as described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

The issuance of the Series B Preferred Stock pursuant to the Securities Purchase Agreements (the "2021 Preferred Stock 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 Series B Preferred Stock to Liberty in a privately negotiated transaction.

On July 24, 2024, the Company issued 13,257,294 additional shares of Series B Preferred Stock to the existing holders of Series B Preferred Stock in exchange for cancellation of the Company's obligation to pay accrued dividends totaling $ 32.8 million to such holders for annual

Table of Conte nt s

dividend periods ended in 2023 and 2024.

The additional shares of Series B Preferred Stock had the same terms and conditions as the Series B Preferred Stock previously issued by the Company.

In connection with the issuance of the additional shares of Series B Preferred Stock, the Company and the Preferred Stockholders also entered into an amendment to the Stockholders Agreement between the parties.

After further reducing the threshold by annual dividends paid in prior years, the special dividend threshold was $ 47.0 million.

On September 26, 2025, the Company entered into the Exchange Agreements with the Preferred Stockholders, pursuant to which, at the closing of the Recapitalization Transaction, each holder would exchange 31,928,301 shares of Series B Preferred Stock for (i) 4,223,621 shares of Series C Preferred Stock (referred to as "Preferred Stock" below) and (ii) 3,286,825 shares of Exchange Common Stock.

The Company's stockholders approved the Recapitalization Transaction and related matters on December 19, 2025, and the Recapitalization Transaction subsequently closed on December 29, 2025.

The Recapitalization Transaction resulted in the exchange and retirement of all shares of Series B Preferred Stock in return for the issuance of Preferred Stock, Exchange Common Stock, and a future fixed cash payment.

Additionally, the Recapitalization Transaction eliminated the Preferred Stockholders' annual and special dividend rights and reduced their director designation rights, among other things.

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 Consolidated Balance Sheets.

The instrument was initially recognized at fair value net of issuance costs.

4 unchanged sentences

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.

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No embedded features were identified requiring bifurcation for the Preferred Stock.

Cash, Cash Equivalents and Restricted Cash

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Property and equipment is recorded at cost, net of accumulated depreciation, and is depreciated on a straight-line basis over the estimated useful lives of the assets, ranging from 3 to 10 years.

Finance lease assets are recorded at their net present value at the commencement of the lease.

Finance lease assets are recorded at their net present value at the commencement of the

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Both finance lease assets and leasehold improvements are amortized on a straight-line basis over the shorter of the related lease terms or their useful lives.

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The resolution of this contingency eliminated the option pricing model as a valuation technique, and the fair value was remeasured using only the discounted cash flow model.

The Company settled the first installment of $ 3.7 million in cash in 2023 and the second installment of $ 3.7 million in cash in 2024.

In December 2024, the Company elected to settle the third and final installment of $ 1.2 million in cash.

This amount remained outstanding as of December 31, 2024 and was paid in 2025.

The Company settled all installments of contingent consideration in cash, which consisted of payments of $ 1.2 million, $ 3.7 million, and $ 3.7 million during the years ended December 31, 2025, 2024, and 2023, respectively.

Refer to Footnote 6 , Fair Value Measurements, for additional information on the fair value of the contingent consideration.

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Cloud Computing Implementation Costs

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Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment charge.

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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, general industry, and market and macroeconomic conditions.

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 a material non-cash impairment charge.

During 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 completed its annual assessment on October 1, 2025.

No impairment charge related to goodwill was incurred during the year ended December 31, 2025.

In the third quarter of 2024, 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 months ended September 30, 2024.

No additional impairment indicators were identified during the fourth quarter of 2024.

Refer to Footnote 9 , Goodwill and Intangible Assets, for further information.

As part of the annual test as of October 1, 2023, the Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach.

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The Company's reporting unit did not pass the goodwill impairment test, and as a result, the Company recorded a $ 44.1 million non-cash impairment charge during the three months ended June 30, 2023.

In the third quarter of 2022, 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 $ 46.3 million non-cash impairment charge during the three months ended September 30, 2022.

Intangible assets with finite lives are generally amortized using the straight-line method over the following useful lives:

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Useful Lives (Years)

Acquired methodologies and technology 5

Acquired software 2

Customer relationships 11

Intellectual property 16

The Company evaluates its definite-lived intangible assets for impairment whenever events or changes in circumstances indicate the carrying value of such assets may not be recoverable.

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If the undiscounted cash flows are less than the carrying value of the ROU and related long-lived assets, the Company records an impairment loss equal to the excess of the ROU and long-lived assets' carrying value over their fair value.

The Company performed an analysis in the third quarter of 2024 related to the execution of a sublease for an office space for which expected cash receipts are less than the disbursements for the primary lease.

The Company performed an analysis in the third quarter of 2024 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 during the three months ended September 30, 2024.

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The Company recorded a non-cash impairment charge of $ 1.5 million related to the ROU assets during the three months ended September 30, 2023.

The Company performed an analysis in the fourth quarter of 2022 related to the execution of a sublease for a property for which expected cash receipts were less than the disbursements for the lease.

The Company recorded a $ 0.2 million non-cash impairment charge related to the ROU asset during the three months ended December 31, 2022.

The fair value of the ROU asset was estimated using an income approach and a discount rate of 7.4 %.

Although the Company believes that the carrying values of its other long-lived assets are appropriately stated as of December 31, 2025, changes in strategy or market conditions, significant technological developments or significant changes in legal or regulatory factors could significantly impact these judgments and require adjustments to recorded asset balances.

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Warrants Liability

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The Company determines if an arrangement is or contains a lease at inception and whether the lease should be classified as an operating or finance lease.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future

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minimum lease payments over the lease term.

ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term.

Operating ROU assets also include the impact of any lease incentives.

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Dollars ("USD") is reflected as foreign currency cumulative translation adjustment and reported as a component of accumulated other comprehensive loss.

The translation adjustment for intercompany foreign currency loans that are permanent in nature are also recorded as accumulated other comprehensive loss.

The translation adjustments for intercompany foreign currency loans that are permanent in nature are also recorded as accumulated other comprehensive loss.

Translation adjustments on intercompany accounts that are short term in nature are recorded as (loss) gain from foreign currency transactions.

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The Company recognizes revenue under the core principle to depict the transfer of control to its customers in an amount reflecting the consideration to which it expects to be entitled.

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The Company's contracts with customers may include multiple promised goods and services.

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In most cases, the Company bundles multiple products and very few are sold on a standalone basis.

The Company primarily applies an adjusted market assessment approach for the determination of the SSP, which is supported by rate cards and

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pricing calculators that are periodically reviewed and updated to reflect the latest sales data and observable inputs by industry, channel, geography, customer size, and other relevant groupings.

The Company primarily applies an adjusted market assessment approach for the determination of the SSP, which is supported by rate cards and pricing calculators that are periodically reviewed and updated to reflect the latest sales data and observable inputs by industry, channel, geography, customer size, and other relevant groupings.

The Company recognizes revenue when (or as) it satisfies a performance obligation by transferring promised goods or services to a customer.

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The fair value of non-cash consideration included in revenues during the years ended December 31, 2025, 2024 and 2023 totaled $ 4.3 million, $ 4.3 million, and $ 4.2 million, respectively.

The fair value of non-cash consideration included in cost of revenues during the years ended December 31, 2024, 2023 and 2022 totaled $ 4.3 million, $ 4.3 million and $ 4.1 million, respectively.

The fair value of non-cash consideration included in cost of revenues totaled $ 4.3 million during each of the years ended December 31, 2025, 2024 and 2023.

Contract Balances

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The portion of contract liabilities and customer advances to be recognized in the succeeding twelve-month period are presented separately within current liabilities, and the remaining amounts are included in other non-current liabilities within the Consolidated Balance Sheets.

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Remaining Performance Obligations

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Selling and Marketing

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promotional materials, public relations, other sales and marketing programs, and allocated overhead, including rent and other facilities related costs, and depreciation.

Selling and marketing expenses consist primarily of salaries, commissions, stock-based compensation, benefits and bonuses for personnel associated with sales and marketing activities, as well as costs related to online and offline advertising, product management, seminars, promotional materials, public relations, other sales and marketing programs, and allocated overhead, including rent and other facilities related costs, and depreciation.

Research and Development

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General and administrative expenses consist primarily of salaries, stock-based compensation, benefits and related costs for executive management, finance, accounting, human capital, legal, information technology and other administrative functions, as well as professional fees and allocated overhead, including rent and other facilities related costs, depreciation and expenses incurred for other general corporate purposes.

Other Income, Net

Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of the Company's normal operations.

The following is a summary of the significant components of other income, net:

Years Ended December 31,

(In thousands) 2024 2023 2022

Change in fair value of warrants liability $ 669 $ 49 $ 9,802

Other ( 18 ) ( 7 ) ( 17 )

Total other income, net

$ 651 $ 42 $ 9,785

Debt Issuance Costs

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The Company determines the requisite service period based on the longer of the explicit service period and the derived service period.

Stock awards that contain market vesting conditions are included in the computations of diluted EPS reflecting the number of shares that would be issued based on the current market price at the end of the period being reported on, if their effect is dilutive.

Stock awards that contain market

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vesting conditions are included in the computations of diluted EPS reflecting the number of shares that would be issued based on the current market price at the end of the period being reported on, if their effect is dilutive.

Under the Company's annual incentive compensation plan, the Company may grant immediately vested RSUs to certain employees.

For these awards, stock-based compensation expense is accrued commencing at the service inception date, which generally precedes the grant date, through the end of the requisite service period.

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The Company estimates forfeitures for stock-based awards at their grant date based on historical experience.

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and over 15 years for research performed outside the U.S.

While it is possible that Congress may defer, modify or repeal this provision, potentially with retroactive effect, it was not deferred, modified or repealed as of December 31, 2024.

Due to the Company's federal and state net operating loss ("NOL") carryforwards, the amended provision under Section 174 only increased the Company's state cash taxes payable and reduced its cash flow from operating activities by an immaterial amount in 2025, 2024 and 2023.

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Because the Company's deferred tax assets have a full valuation allowance against them, the amended provision under Section 174 did not materially impact the Company's tax rate or results of operations.

Loss Per Share

The Company uses the two-class method to calculate net loss per share.

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 TCJA, 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 OBBB Act permanently restores immediate expensing of domestic R&E expenditures in tax years beginning after December 31, 2024, while foreign R&E expenditures remain subject to 15-year amortization under Section 174.

The OBBB Act did not materially impact the Company's income tax position in 2025.

Earnings (Loss) Per Share

The Company uses the two-class method to calculate earnings 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 net loss available to only the common stockholders by the weighted-average number of common shares outstanding for the period.

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Basic earnings per share is computed by dividing net income available to only the 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, warrants, stock options, restricted stock units and contingent consideration, to the extent the effect is dilutive.

Diluted earnings per share includes the effect of potential common shares, such as the Company's Series B Preferred Stock, Series C Preferred Stock, stock options, restricted stock units and contingent consideration 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.

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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:

The following table illustrates the computation of basic and diluted earnings (loss) per common share:

Years Ended December 31,

(In thousands, except share and per share data) 2025 2024 2023

Basic earnings (loss) per common share:

Net loss $ ( 10,004 ) $ ( 60,248 ) $ ( 79,361 )

Convertible redeemable preferred stock dividends ( 18,767 ) ( 17,600 ) ( 16,270 )

Preferred stockholders' deemed contribution 73,044 — —

Net income allocated to convertible redeemable preferred stock ( 21,704 ) — —

Net income (loss) available to common stockholders $ 22,569 $ ( 77,848 ) $ ( 95,631 )

Weighted-average number of common shares outstanding - Basic 5,247,356 5,014,049 4,811,233

Basic earnings (loss) per common share $ 4.30 $ ( 15.53 ) $ ( 19.88 )

Diluted earnings (loss) per common share:

Weighted-average number of common shares outstanding - Basic 5,247,356 5,014,049 4,811,233

Dilutive effect of unvested RSUs 60,252 — —

Weighted-average number of shares outstanding - Diluted 5,307,608 5,014,049 4,811,233

Diluted earnings (loss) per common share (1)

$ 4.25 $ ( 15.53 ) $ ( 19.88 )

Preferred Stock (1)

(1) For the year ended December 31, 2025, the Company computed diluted earnings per common share under both the treasury stock and two-class methods and applied the more dilutive method, which was the treasury stock method.

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 earnings (loss) per common share, as their effect would be anti-dilutive:

Years Ended December 31,

2025 2024 2023

Warrants 132,698 272,851 272,851

Series B convertible preferred stock (1)

4,942,293 4,699,620 4,285,418

Stock options and restricted stock units 134,943 295,249 294,388

Series C convertible preferred stock (2)

Warrants — 132,698 272,851

Contingent consideration (3)

— 71,377 211,034

Total 5,181,380 5,127,567 4,924,034

(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 2021 Shareablee acquisition.

(1) Includes the effect of potential Common Stock that would be issued to settle unpaid dividends accrued to holders of the Series B Preferred Stock if they elected to convert their shares at the beginning of the period (or at the time of issuance, if later).

(2) Includes the effect of potential Common Stock that would be issued 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).

(3) A contingent consideration liability was recognized as part of the Company's acquisition of 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 10 trading days prior to the date of each payment.

As of December 31, 2024, there are no contingently issuable shares as the Company elected to settle the third and last installment of $ 1.2 million in cash.

The Company calculated a potential anti-dilutive share count based on the maximum contingent consideration as of December 31, 2023 of $ 1.2 million and the $ 16.70 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on December 29, 2023.

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.

As of December 31, 2024, there were no contingently issuable shares as the Company had elected to settle the third and last installment of $ 1.2 million in cash.

For the years ended December 31, 2024, 2023 and 2022, dividends to holders of the Preferred Stock totaled $ 17.6 million, $ 16.3 million, and $ 15.5 million, respectively.

These dividends have been included in calculating the total loss available to common stockholders used in the calculation of basic and diluted loss per share.

Recently Adopted Accounting Guidance

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company adopted ASU 2023-07 during the year ended December 31, 2024.

Refer to Footn ote 14 , Segment Information.

Accounting Guidance Issued But Not Adopted at December 31, 2024

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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The amendments are effective for fiscal years beginning after December 15, 2024 and early adoption is permitted.

The amendments in this update should be applied on a prospective basis.

Retroactive application is permitted.

The Company will adopt the new standard effective January 1, 2025 and is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures.

The Company adopted ASU 2023-09 during the year ended December 31, 2025 on a prospective basis.

Refer to Footnote 12 , Income Taxes.

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Accounting Guidance Issued But Not Adopted at December 31, 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):

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The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures.

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Revenue Recognition

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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.

The Company generally attributes revenue to geographical markets based on the location of the customer.

Years Ended December 31,

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Total $ 357,469 $ 356,047 $ 371,343

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Contract Balances

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Non-current contract liabilities 314 688

Current and non-current contract assets as of December 31, 2024 decreased from the prior year primarily due to increased contract billings ahead of revenue recognition for license fees in connection with multi-year agreements.

Significant changes in the current contract liabilities balances are as follows:

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The Company expects to recognize revenue on approximately 60 % of these remaining performance obligations in 2026, and approximately 28 % in 2027, with the remainder recognized thereafter.

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Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)

2021 Issuance of Preferred Stock

On March 10, 2021 (the "Closing Date"), the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc.

("Qurate") and Pine Investor, LLC ("Pine") (the "Securities Purchase Agreements").

2021 Issuance of Series B Preferred Stock

On March 10, 2021 (the "Series B Closing Date"), the Company entered into separate Securities Purchase Agreements with each of Charter, Qurate and Pine (the "Securities Purchase Agreements").

The issuance of securities 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.

At the closing of the Transactions, the Company issued and sold (a) to Charter, 27,509,203 shares of Preferred Stock in exchange for $ 68.0 million, (b) to Qurate, 27,509,203 shares of Preferred Stock in exchange for $ 68.0 million and (c) to Pine, 27,509,203 shares of Preferred Stock in exchange for $ 68.0 million.

At the closing of the Transactions, the Company issued and sold (a) to Charter, 27,509,203 shares of Series B Preferred Stock in exchange for $ 68.0 million, (b) to Qurate, 27,509,203 shares of Series B Preferred Stock in exchange for $ 68.0 million and (c) to Pine, 27,509,203 shares of Series B Preferred Stock in exchange for $ 68.0 million.

The shares were issued at a par value of $ 0.001 .

Net proceeds from the Transactions totaled $ 187.9 million after deducting issuance costs.

On May 16, 2023, Qurate sold 27,509,203 shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a privately negotiated transaction.

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").

On May 16, 2023, Qurate sold 27,509,203 shares of Series B Preferred Stock to Liberty in a privately negotiated transaction.

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 Series B Preferred Stock in the form of cash, shares of Common Stock, additional shares of Series B Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations governing the Series B Preferred Stock.

On the same date, each holder of Series B 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").

On December 26, 2023, each holder of Series B 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").

On June 27, 2024, each holder of Series B 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 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 liability.

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2024 Issuance of Series B Preferred Stock

On July 24, 2024 (the "2024 Issuance Date"), the Company issued 13,257,294 shares of Series B Preferred Stock to the existing holders of Series B 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 Series B 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 Series B Preferred Stock had the same terms and conditions as the Series B Preferred Stock previously issued by the Company, including that holders were 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 Series B Preferred Stock also entered into an amendment to the Stockholders Agreement.

After further reducing the threshold by annual dividends paid in prior years, the special dividend threshold was $ 47.0 million.

For purposes of the Consolidated Financial Statements, the 2024 issuance of Series B Preferred Stock was deemed to be a payment of the deferred dividends in the form of Series B Preferred Stock, and the cancellation of the deferred dividend balance constituted an extinguishment of the 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.

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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 Company recorded the fair value of the additional shares of Series B 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 Consolidated Balance Sheet, because gains in transactions with related parties are recognized as equity contributions.

The Preferred Stock and related agreements include the following rights:

Registration Rights

On the Closing Date, the Company entered into a Registration Rights Agreement (the "RRA") with the holders of the Preferred Stock (together with any other party that may become a party to the RRA), pursuant to which, among other things, and on the terms and subject to certain limitations set forth therein, the Company was obligated to file a registration statement registering the sale or distribution of shares of Preferred

On June 24, 2025, each holder of Series B 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 accrued and accumulated at a rate of 9.5 % per year from June 30, 2025 until they were extinguished as part of the Recapitalization Transaction.

On September 26, 2025, the Company entered into the Exchange Agreements with each holder of Series B Preferred Stock, pursuant to which, at the closing of the Exchange, each holder would exchange the Series B Preferred Stock then owned by such holder for shares of Series C Preferred Stock, Common Stock, and a fixed cash payment payable in 2028.

The Recapitalization Transaction was approved by the Company's stockholders on December 19, 2025 and closed on December 29, 2025, as further described below.

2025 Issuance of Series C Preferred Stock (Recapitalization Transaction)

On December 29, 2025, Charter, Liberty, and Pine each exchanged 31,928,301 shares of Series B Preferred Stock for (i) 4,223,621 shares of Series C Preferred Stock (referred to as "Preferred Stock" below) and (ii) 3,286,825 shares of Common Stock.

The Series B Preferred Stock liquidation preference at the time of the Closing was $ 264.5 million.

Of the total Series B Preferred Stock liquidation preference, $ 183.7 million was exchanged for Preferred Stock at a price of $ 14.50 per share (the "Purchase Price"), for an aggregate issuance of 12,670,863 shares of Preferred Stock.

The remaining Series B Preferred Stock liquidation preference of $ 80.8 million was exchanged for an aggregate of 9,860,475 shares of Common Stock, yielding an implied exchange price of $ 8.19 per share.

In the Exchange Agreements, the Company also agreed to make a fixed cash payment of $ 2.0 million to each Preferred Stockholder on June 30, 2028, whether or not the Preferred Stockholders continue to own any securities of the Company on the payment date.

In connection with the Recapitalization Transaction, the Company filed a Certificate of Elimination of Designation of Series B Preferred Stock ("Certificate of Elimination"), returning the shares of Series B Preferred Stock to the status of undesignated preferred stock and eliminating from the Amended and Restated Certificate of Incorporation of the Company all matters set forth in the Certificate of Designations of Series B Preferred Stock.

Additionally, following the filing of the Certification of Elimination, the Company filed a Certificate of Amendment of its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment").

The Certificate of Amendment permitted the issuance of Common Stock and Preferred Stock to the Preferred Stockholders in connection with the Exchange and authorized a sufficient number of shares of preferred stock and Common Stock into which shares of Preferred Stock may be converted.

The Certificate of Amendment (a) decreased the total number of shares of stock authorized for issuance from 121,750,000 to 60,000,000 , (b) decreased the number of shares of preferred stock authorized for issuance from 105,000,000 to 14,000,000 and (c) increased the number of shares of Common Stock authorized for issuance from 16,750,000 to 46,000,000 .

Finally, the Company filed a new Certificate of Designations establishing the powers, designations, preferences, rights and limitations of shares of Preferred Stock.

For purposes of the Consolidated Financial Statements, the Recapitalization Transaction was deemed to be an extinguishment of the Series B Preferred Stock and the associated accrued and deferred dividends on the Closing Date.

For extinguishments of equity-classified preferred stock, the difference between the fair value of the consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock immediately before the exchange, net of issuance costs, should be treated as a return from the holders of the preferred stock in a

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Stock or Common Stock held by any holder, including any shares of Common Stock acquired by any holder pursuant to the conversion of the Preferred Stock, and any other securities issued or issuable with respect to any such shares of Common Stock or Preferred Stock by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise (the "Registrable Securities").

manner similar to dividends paid on preferred stock.

For example, any excess of carrying value over fair value is treated as a contribution from the holders of the preferred stock and recognized within retained earnings as a gain.

Therefore, the Company estimated the fair value of the Preferred Stock 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 (into which the Preferred Stock can be converted), risk-adjusted discount rate, risk-free rate, and expected term as of the Closing Date.

The Company recorded the fair value of the Preferred Stock, net of issuance costs of $ 1.4 million, within mezzanine equity on the Consolidated Balance Sheet.

The fair value of the Exchange Common Stock was determined based on the closing market price of the Company's Common Stock on the Closing Date.

The Company recorded the fair value of the Exchange Common Stock, net of issuance costs of $ 1.0 million within permanent equity, with the amount above par value recognized within additional paid-in capital on the Consolidated Balance Sheet.

The Company recorded the present value of the total future fixed payment of $ 6.0 million to be paid on June 30, 2028 within non-current liabilities on the Consolidated Balance Sheet.

On the Closing Date, the Company derecognized (i) the carrying amount of $ 207.5 million of the Series B Preferred Stock, net of issuance costs of $ 16.3 million and (ii) the accrued dividend liability of $ 27.7 million from the Consolidated Balance Sheet.

The $ 73.0 million difference between the consideration transferred and the Series B Preferred Stock carrying value as of the Closing Date was recorded in retained earnings.

The Certificate of Designations of the Preferred Stock and related agreements include the following rights:

Registration Rights

On March 10, 2021, the Company entered into a Registration Rights Agreement (the "RRA") with the holders of the Series B Preferred Stock (together with any other party that may become a party to the RRA), pursuant to which, among other things, and on the terms and subject to certain limitations set forth therein, the Company was obligated to file a registration statement registering the sale or distribution of shares of Series B Preferred Stock or Common Stock held by any holder, including any shares of Common Stock acquired by any holder pursuant to the conversion of the Series B Preferred Stock, and any other securities issued or issuable with respect to any such shares of Common Stock or Series B Preferred Stock by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise (the "Registrable Securities").

In addition, pursuant to the RRA, the holders have the right to require the Company, subject to certain limitations, to effect a sale of any or all of their Registrable Securities by means of an underwritten offering or an underwritten block trade or bought deal.

On August 30, 2021, the Company filed a registration statement on Form S-3 with respect to the Registrable Securities.

The registration statement on Form S-3 became effective on September 21, 2021.

The Company is obligated to file an additional registration statement with respect to the shares of Preferred Stock issued in 2024 (and the shares of Common Stock issuable upon conversion of such Preferred Stock) in accordance with the terms of the RRA and plans to file that registration statement in 2025.

On the Closing Date, the Company amended the RRA (the "RRA Amendment").

The RRA Amendment, among other things, amended the definition of "Registrable Securities" under the RRA to include shares of Preferred Stock and shares of Common Stock issued upon conversion of the Preferred Stock.

The Company is obligated to file a registration statement with respect to such shares in accordance with the terms of the RRA and plans to file that registration statement in 2026.

Voting Rights

The holders of the Preferred Stock are entitled to vote as a single class with the holders of the Common Stock, with a vote equal to the number of shares of Common Stock into which the Preferred Stock could be converted, except that the conversion rate for this purpose will be equal to the product of the applicable conversion factor and 0.98091271 .

Each holder of Preferred Stock is subject to a voting threshold, which limits such holder's voting rights in the event that the holder's Preferred Stock represents voting rights that exceed 16.66 % of the Company's Common Stock (including the Preferred Stock on an as-converted basis).

The holders of the Preferred Stock have one vote per share (subject to adjustment in accordance with the Certificate of Designations) and are entitled to vote as a single class with the holders of the Common Stock and the holders of any other class or series of capital stock of the Company then entitled to vote with the Common Stock on all matters submitted to a vote of the holders of Common Stock.

However, to the extent that the Preferred Stock and any shares of Common Stock held as of the Closing Date by a Preferred Stockholder, together with certain transferees and affiliates, would represent voting rights with respect to more than 16.66 % of the Common Stock (including the Preferred Stock on an as-converted basis) (the "Voting Threshold"), such Preferred Stockholder will not be permitted to exercise the voting rights with respect to any shares of Preferred Stock held by them in excess of the Voting Threshold and the Company shall exercise voting rights with respect to such shares of Preferred Stock in excess of the Voting Threshold in a neutral manner.

To the extent that a holder acquires shares of Preferred Stock from another holder, the acquiring holder's Voting Threshold will be increased proportionately based on the number of shares that such holder acquires and the disposing holder's Voting Threshold will be decreased proportionately, such that the aggregate Voting Threshold of all holders does not exceed 49.99 %.

Additional voting restrictions are set forth in the Stockholders Agreement between the Company and the Preferred Stockholders, as amended and restated on the Closing Date.

Dividend Rights

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 the Closing Date (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.

On June 30, 2022, in accordance with the Certificate of Designations, the Company paid cash dividends totaling $ 15.5 million to the holders of the Preferred Stock, representing dividends accrued for the period from June 30, 2021 through June 29, 2022.

On July 24, 2024, the Company issued 13,257,294 shares of Preferred Stock to cancel $ 32.8 million of accrued dividends as described above.

As of December 31, 2024, accumulated dividends paid totaled $ 20.3 million.

Holders of the Preferred Stock are not entitled to receive annual or special dividends, but are entitled to participate in all dividends declared on the Common Stock on an as-converted basis.

Anti-Dilution Adjustments

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The Preferred Stock ranks senior to the Common Stock with respect to dividend rights and rights on the distribution of assets in the event of a liquidation, dissolution or winding up of the affairs of the Company, and ranks junior to secured and unsecured indebtedness.

The Preferred Stock has a liquidation preference equal to the higher of (i) the initial purchase price, increased by accrued dividends per share, and (ii) the amount per share of Preferred Stock that a holder would have received if such holder, immediately prior to such liquidation, dissolution or winding up of the affairs of the Company, converted such share into Common Stock.

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 at a purchase price equal to the initial purchase price, increased by accrued dividends.

The change of control put option was determined to be a derivative liability under ASC 815, Derivatives and Hedging .

As of December 31, 2024, 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.

To the extent the holders of the Preferred Stock do not exercise the put option in a covered change of control, the Company has the right to redeem the remaining Preferred Stock at a redemption price equal to the initial purchase price, increased by accrued dividends.

The Preferred Stock has a liquidation preference equal to the Purchase Price ($ 14.50 per share).

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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 at a purchase price per share equal to the liquidation preference (as defined in the Certificate of Designations).

To the extent the holders of the Preferred Stock do not exercise the put option in a covered change of control, the Company has the right to redeem (subject to the holders' right to convert prior to such redemption) the remaining Preferred Stock at a redemption price per share equal to the liquidation preference.

If the Company does not pay the amounts due to the holders in connection with a change of control put or call in full when due, any unpaid amount will accrue interest at a rate of 9.5 % per annum until the relevant shares are repurchased.

As described above, the Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control.

Conversion Provisions

The conversion rate is calculated as the product of (i) the conversion factor and (ii) the quotient of (A) the sum of the initial purchase price and accrued dividends with respect to each share of Preferred

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Stock divided by (B) the initial purchase price.

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 on December 20, 2023, the conversion factor was adjusted to 0.05 pursuant to the Certificate of Designations of the Preferred Stock.

As of December 31, 2024, each share of Preferred Stock was convertible into 0.051892 shares of Common Stock, with such assumed conversion rate scheduled to return to 0.05 upon payment of accrued dividends.

At any time after the fifth anniversary of the Closing Date, the Company may elect to convert all of the outstanding shares of Preferred Stock into shares of Common Stock if (i) the closing sale price of the Company's Common Stock is greater than 140 % of the conversion price as of such time, as may be adjusted pursuant to the Certificate of Designations, for certain periods, and (ii) the pro rata share of an aggregate of $ 100.0 million in dividends has been paid with respect to each share of Preferred Stock that was outstanding on the Closing Date and remains outstanding.

As of December 31, 2024, no shares of Preferred Stock have been converted into Common Stock, and accrued dividends for the Preferred Stock totaled $ 9.0 million.

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, provided that each holder will receive cash in lieu of fractional shares (if any), and provided further that no holder will be entitled to convert Preferred Stock in an amount that would cause such holder to beneficially own immediately following such conversion more than 49.99 % of the then-outstanding shares of Common Stock.

The conversion rate is calculated as the product of (i) the conversion factor and (ii) one.

The conversion right is subject to certain anti-dilution adjustments.

As of December 31, 2025, each share of Preferred Stock was convertible into one share of Common Stock.

If the volume-weighted average price ("VWAP") per share of Common Stock for any calendar quarter ending after the six-month anniversary of the Closing Date (a "Conversion Quarter") is greater than the Mandatory Conversion Price (initially $ 18.85 or 130 % of the conversion price as of such time) then, if a majority of the members of the Board that have not been designated by, and are not affiliated with, any holder so direct, the Company shall convert into shares of Common Stock, on a pro rata basis based on the number of shares of Preferred Stock held as of the date of the Notice of Mandatory Conversion (as defined within the Certificate of Designations), up to 1/6 th of the total shares of Preferred Stock outstanding as of the Closing Date on a date selected by the Company that is within six months after the last day of the Conversion Quarter, provided that if the conversion of a holder's pro rata share of the then-outstanding shares of Preferred Stock would cause such holder to beneficially own immediately following such conversion more than 49.99 % of the then-outstanding shares of Common Stock, the number of such holder's shares of Preferred Stock that may be converted will be reduced to the greatest number of shares that would cause such holder to beneficially own immediately following such conversion no more than 49.99 % of the then-outstanding shares of Common Stock.

As of December 31, 2025, no shares of Preferred Stock have been converted into Common Stock.

2019 Issuance and Sale of Common Stock and Warrants

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2018 Equity and Incentive Compensation Plan

The Company's stockholders approved the 2018 Equity and Incentive Compensation Plan (the "2018 Plan") at the Company's 2018 Annual Meeting, approved an amendment and restatement of the 2018 Plan at the Company's 2020 Annual Meeting, and approved further amendments of the 2018 Plan at the Company's 2022, 2023 and 2024 Annual Meetings.

The Company's stockholders approved the 2018 Equity and Incentive Compensation Plan (the "2018 Plan") at the Company's 2018 Annual Meeting, approved an amendment and restatement of the 2018 Plan at the Company's 2020 Annual Meeting, and has subsequently approved further amendments of the 2018 Plan at various Annual Meetings.

Under the 2018 Plan, as amended, the Company may grant option rights, appreciation rights, restricted stock awards, restricted stock units, performance shares and performance units up to 4,792,500 shares of Common Stock.

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(i) one share of Common Stock for every one share of Common Stock subject to an award of option rights or appreciation rights granted under the 2018 Plan and (ii) two shares of Common Stock for every one share of Common Stock subject to an award other than option rights or appreciation rights granted under the 2018 Plan.

If any award granted under the 2018 Plan (in whole or in part) is canceled or forfeited, expires, is settled in cash, or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available at a rate of one share of Common Stock for every one share of Common Stock subject to awards of option rights or appreciation rights and two shares of Common Stock for every one share of Common Stock subject to awards other than of option rights or appreciation rights.

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rights and two shares of Common Stock for every one share of Common Stock subject to awards other than of option rights or appreciation rights.

The Company registered the securities under the 2018 Plan with the SEC effective June 1, 2018.

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Stock Options

The Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 47,400 options for the year ended December 31, 2022 under the 2018 Plan to employees.

No options were approved and awarded for the years ended December 31, 2025, 2024 and 2023 under the 2018 Plan.

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The fair values of options at the date of grant, or when assumed by the Company, were estimated using the Black-Scholes option pricing model utilizing the following assumptions:

Year Ended December 31,

Dividend yield (1)

Expected volatility (2)

68.2 % - 69.2 %

Risk-free interest rate (3)

3.2 % - 4.2 %

Expected life of options (in years) (4)

(1) The Company has never declared or paid a cash dividend on its Common Stock and has no plans to pay cash dividends on Common Stock in the foreseeable future.

(2) Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period.

The Company considered the historical volatility of its stock price over a term similar to the expected life of the options in determining expected volatility.

(3) The Company used rates on the grant date of zero-coupon government bonds with maturities over periods covering the term of the awards.

(4) This is the period of time that the options granted are expected to remain outstanding.

Options under the Company's plans generally have a contractual term of 10 years and generally must be exercised within 30 to 90 days following termination of service.

A summary of options granted, exercised, forfeited and expired during the years ended December 31, 2024, 2023 and 2022 is included below:

A summary of options exercised, forfeited and expired during the years ended December 31, 2025, 2024 and 2023 is included below:

Shares Weighted-Average

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114,199 $ 48.40

Options granted

Options exercised ( 150 ) 18.20

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99,469 $ 42.15

Options exercised ( 33 ) 18.20

Options forfeited ( 38 ) 19.40

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The intrinsic value of exercised stock options is calculated based on the difference between the exercise price and the quoted market price of the Company's Common Stock as of the close of the exercise date.

The aggregate intrinsic value for options exercised was zero , zero and $ 0.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The aggregate intrinsic value for all options exercisable was zero , zero and $ 0.1 million under the Company's stock plans as of December 31, 2024, 2023 and 2022, respectively.

The aggregate intrinsic value for all options outstanding was zero , zero and $ 0.1 million under the Company's stock plans as of December 31, 2024, 2023 and 2022, respectively.

The aggregate intrinsic value for options exercised, exercisable, and outstanding was zero under the Company's stock plans for the years ended December 31, 2025, 2024 and 2023.

As of December 31, 2025, the total unrecognized compensation expense related to outstanding, but not yet exercisable, options is $ 0.1 million, which the Company expects to recognize over a weighted-average vesting period of approximately 0.6 years.

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During 2025, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 147,285 time-based RSUs (of which 52,285 RSUs related to the settlement of an accrued 2024 annual incentive plan liability and vested immediately) under the 2018 Plan to employees and directors of the Company.

No market-based RSUs were awarded for the year ended December 31, 2024.

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During 2024, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 229,795 time-based RSUs (of which 119,720 RSUs related to the settlement of an accrued 2023 annual incentive plan liability and vested immediately) under the 2018 Plan to employees and directors of the Company.

During 2023, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 234,171 time-based RSUs (of which 136,525 RSUs related to the settlement of an accrued 2022 annual incentive plan liability and vested immediately) under the 2018 Plan and the 2013 Plan to employees and directors of the Company.

No market-based RSUs were awarded for the year ended December 31, 2023.

During 2022, the Company's Compensation Committee (or Board of Directors, as applicable) approved and awarded 86,929 time-based RSUs (of which 33,965 RSUs related to the settlement of an accrued 2021 annual incentive plan liability and vested immediately) and 31,000 market-based RSUs under the 2018 Plan to employees and directors of the Company.

The market-based RSUs vest over 10 years and are contingent on certain stock-price hurdles.

No market-based RSUs were awarded during the years ended December 31, 2025, 2024, and 2023.

Market-based RSUs awarded in previous years vest over 10 years and are contingent on certain stock-price hurdles.

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A summary of the stock awards granted, vested and forfeited during the years ended December 31, 2025, 2024 and 2023 is presented as follows.

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Secured Credit Agreement

On December 31, 2024, the Company entered into a senior secured financing agreement (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.

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.

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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.

The Company elected the Adjusted Term SOFR rate for the Term Loan as of December 31, 2024 and has not subsequently changed its election.

As of December 31, 2025, the stated interest rate on the Term Loan was 10.93 %.

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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.

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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).

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(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.

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The Credit Agreement also contains the following financial covenants:

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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 December 31, 2025.

On September 26, 2025, in connection with the execution of the Exchange Agreements, the Company entered into the Amendment to the Credit Agreement to permit the Exchange and the issuance of Preferred Stock in connection with the Exchange.

The Amendment became effective on December 29, 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 (the "Security Agreement") among the Company, the guarantor subsidiaries and the Agent.

The Term Loan is recorded on the Consolidated Balance Sheet, net of debt issuance costs and debt discount.

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 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 will be amortized through interest expense, net on the Consolidated Statements of Operations and Comprehensive Loss during the term of the Term Loan.

As of December 31, 2024, the effective interest rate was 14.54 %.

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.

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The change in control feature is not recorded on the Consolidated Balance Sheet as of December 31, 2025 because a change in control is not considered probable.

The Company's total debt obligations under the Credit Agreement as of December 31, 2024 are as follows:

(in thousands) December 31, 2024

The Company's total debt obligations under the Credit Agreement are as follows:

As of December 31,

(in thousands) 2025 2024

Secured term loan $ 45,000 $ 45,000

Unamortized debt discount and issuance costs ( 3,003 ) ( 3,832 )

(1) The current portion of the Term Loan of $ 0.5 million is classified within other current liabilities in the Consolidated Balance Sheets as of December 31, 2024.

Principal payments ( 450 ) —

$ 41,547 $ 41,168

(1) The current portion of the Term Loan as of December 31, 2025 and 2024 was $ 2.3 million and $ 0.5 million, respectively, and was classified within other current liabilities in the Consolidated Balance Sheets.

The information set forth below summarizes the required future principal payments on the Term Loan, by year, as of December 31, 2025:

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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

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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 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.

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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.

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Fair Value Measurements on a Recurring Basis

The Company's financial instruments measured at fair value in its Consolidated Balance Sheets on a recurring basis consist of the following:

December 31, 2024 December 31, 2023

(In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total

There were no financial instruments measured at fair value on a recurring basis as of December 31, 2025.

As of December 31, 2024, the Company's financial instruments measured at fair value in its Consolidated Balance Sheets on a recurring basis consisted of the following:

December 31, 2024

(In thousands) Level 1 Level 2 Level 3 Total

Contingent consideration liability (1)

$ — $ 1,191 $ — $ 1,191

Warrants liability (2)

— — — — — — 669 669

Total $ — $ 1,191 $ — $ 1,191 $ — $ 4,806 $ 669 $ 5,475

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(1) The contingent consideration was recognized as part of the 2021 Shareablee acquisition.

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Refer to Footnote 2 , Summary of Significant Accounting Policies.

In December 2024, the Company elected to settle the third and final installment in cash, which was paid in 2025.

As a result, the fair value of this liability as of December 31, 2024 is equal to the payment due.

The fair value of this liability as of December 31, 2023 is derived from a technique which utilizes market-corroborated inputs that result in classification as a Level 2 fair value measurement as of such date.

The contingent consideration liability is classified within other current liabilities in the Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023.

(2) The fair value of this liability was derived from a technique which utilized inputs, certain of which were significant and unobservable, that resulted in classification as a Level 3 fair value measurement.

Warrants liability included only the Series A Warrants as of December 31, 2023.

Warrants liability was classified within other current liabilities on the Consolidated Balance Sheets.

The Series A Warrants expired on June 26, 2024 and there are no warrants outstanding as of December 31, 2024.

There were no changes to the Company's valuation techniques or methodologies during the years ended December 31, 2024 or 2023.

The following tables present the changes in the Company's recurring Level 3 fair value measurements for the years ended December 31, 2024 and 2023:

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 Consolidated Balance Sheets as of December 31, 2024.

There were no changes to the Company's valuation techniques or methodologies during the year ended December 31, 2024.

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The following table presents the changes in the Company's recurring Level 3 fair value measurements for the year ended December 31, 2024:

(In thousands) Warrants Liability

Balance as of December 31, 2023 $ 669

Total gain recognized due to remeasurement (1)

Balance as of December 31, 2023 $ 669

Total gain recognized due to remeasurement and expiration of warrants (1)

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The Series A Warrants expired unexercised on June 26, 2024.

The following table displays the valuation technique and the significant inputs, certain of which are unobservable, for the Company's Level 3 liabilities that existed as of December 31, 2023 that were remeasured on a recurring basis:

Fair Value Measurements

Valuation Technique Significant Inputs December 31, 2023

Warrants liability Option pricing Stock price $ 16.70

Exercise price $ 20.20

Volatility 75.0 %

Term 0.49 years

Risk-free rate 5.3 %

The primary sensitivities in the valuation of the warrants liability were driven by the exercise price, the Common Stock price at the measurement date and the expected volatility of the Common Stock over the remaining term.

Fair Value Measurements on a Nonrecurring Basis

For the years ended December 31, 2024, 2023 and 2022, the Company recorded goodwill impairment charges of $ 63.0 million, $ 78.2 million and $ 46.3 million, respectively.

For the year ended December 31, 2025, the Company recorded the initial fair value of Preferred Stock, net of issuance costs, of $ 89.7 million within mezzanine equity.

Refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) , for further details .

The initial measurement of the Preferred Stock 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 binomial lattice model to determine the fair value of the Preferred Stock at the Closing Date.

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 and expected term as of the Closing Date.

The initial fair value of the Exchange Common Stock was $ 66.6 million, of which the Company recorded the par value of $ 9.9 thousand within permanent equity and the remaining $ 65.5 million within additional paid-in capital, net of the issuance costs.

The initial measurement of the Exchange Common Stock is classified as a non-recurring Level 1 fair value assessment as the Company used the closing market price of Common Stock to determine the fair value on the Closing Date.

For the year ended December 31, 2024, the Company recorded the additional shares of Series B Preferred Stock of $ 19.6 million within mezzanine equity and $ 13.0 million within additional paid-in capital, which was based on the calculated fair value net of issuance costs.

Refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) , for further details .

The initial measurement of the additional shares of Series B Preferred Stock was 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 binomial lattice model to determine the fair value of the additional Series B Preferred Stock at the 2024 Issuance Date.

For the years ended December 31, 2024 and 2023, the Company recorded goodwill impairment charges of $ 63.0 million and $ 78.2 million, respectively.

Refer to Footnote 9 , Goodwill and Intangible Assets, for further details.

3 unchanged sentences

For the year ended December 31, 2024, the Company recorded the additional shares of Preferred Stock of $ 19.6 million within mezzanine equity and $ 13.0 million within additional paid-in capital, which was based on the calculated fair value net of issuance costs.

Refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit), for further details.

The initial measurement of the additional shares of Preferred Stock 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 binomial lattice model, a form of the income approach, to determine the fair value of the additional Preferred Stock at the 2024 Issuance Date.

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.

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Property and Equipment

4 unchanged sentences

Leasehold improvements 14,795 14,656

Computer software (including software license arrangements of $ 1,365 in 2024 and 2023, respectively)

Computer software (including software license arrangements of $ 1,365 in 2025 and 2024)

Finance leases 21,594 20,974

1 unchanged sentence

Total property and equipment 234,095 226,301

accumulated depreciation and amortization (including software license arrangements of $ 1,365 in 2024 and $ 1,350 in 2023)

accumulated depreciation and amortization (including software license arrangements of $ 1,365 in 2025 and 2024)

( 190,381 ) ( 179,185 )

3 unchanged sentences

Of the Company's property and equipment, net, 99 % was located in the United States as of December 31, 2025 and 2024.

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The Company has finance leases for computer equipment and operating leases for real estate.

These leases have remaining lease terms of less than one year to five years , some of which include options to extend the leases for up to five years , and some of which include options to terminate the leases within two years .

As of December 31, 2025, the weighted average remaining lease term for the Company's finance leases and operating leases was 1.5 years and 1.8 years, respectively.

13 unchanged sentences

Total operating lease cost $ 5,827 $ 7,661 $ 8,393

Table of Conte nt s

Lease costs, net of sublease income, are reflected in the Consolidated Statements of Operations and Comprehensive Loss as follows:

17 unchanged sentences

2027 5,793 1,784

2027 5,821 1,559

Total lease payments 16,420 5,922

3 unchanged sentences

Total non-current lease liabilities $ 6,238 $ 1,783

As of December 31, 2024, the Company has four subleases.

One sublease has a non-cancelable term of less than one year .

The remaining three subleases are non-cancelable and have remaining lease terms of one year to three years .

None of these subleases contain any options to renew or terminate the sublease agreement.

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As of December 31, 2025, the Company has three subleases.

The subleases are non-cancelable, have remaining lease terms of less than two years and do not contain any options to renew or terminate the sublease agreement.

Future expected cash receipts from these subleases as of December 31, 2025 were as follows:

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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.

The Company completed its annual assessment as of October 1, 2025, and concluded that there was no impairment of goodwill as of the assessment date.

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.

3 unchanged sentences

The Company's reporting unit did not pass the goodwill impairment test and as a result, the Company recorded a $ 63.0 million impairment charge during the three months ended September 30, 2024.

No additional impairment indicators were identified during the fourth quarter of 2024.

In conjunction with its annual test as of October 1, 2023, the Company performed a quantitative goodwill impairment test as of September 30, 2023.

2 unchanged sentences

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

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the fair value of the reporting unit and to assist in the related calculations and analysis.

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 $ 34.1 million impairment charge during the three months ended December 31, 2023.

4 unchanged sentences

The Company's reporting unit did not pass the goodwill impairment test, and as a result the Company recorded a $ 44.1 million impairment charge during the three months ended June 30, 2023.

In conjunction with its annual test as of October 1, 2022, the Company performed a quantitative goodwill impairment test as of September 30, 2022.

In its assessment, the Company considered the decline in the Company's stock price and market capitalization, among other factors.

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's reporting unit did not pass the goodwill impairment test and as a result, the Company recorded a $ 46.3 million impairment charge during the three months ended September 30, 2022.

The change in the carrying value of goodwill is as follows:

4 unchanged sentences

Balance as of December 31, 2024

Impairment charge ( 63,000 )

Translation adjustments 2,626

1 unchanged sentence

(1) Goodwill balance is net of an accumulated impairment charge of $ 348.8 million as of December 31, 2023.

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The carrying values of the Company's definite-lived intangible assets are as follows:

December 31, 2024 December 31, 2023

As of December 31,

(In thousands) Gross

16 unchanged sentences

Customer relationships 1.0

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The estimated future amortization of intangible assets is as follows:

(In thousands)

Total $ 5,058

The Company expects to recognize the estimated future amortization expense of $ 2.5 million during the year ending December 31, 2026.

Accrued Expenses

9 unchanged sentences

The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with MVPDs and other providers for set-top box and connected (Smart) television data.

These agreements have remaining terms from less than one year to six years .

These agreements have remaining terms from less than one year to five years .

As of December 31, 2025, the total fixed payment obligations related to set-top box and connected television data agreements are $ 98.5 million and $ 22.7 million, respectively.

4 unchanged sentences

Total $ 121,149

In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $ 108.8 million over the next seven years .

In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $ 86.0 million over the next six years .

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Contingencies

5 unchanged sentences

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.

Privacy Litigation

In February 2026, a purported class action complaint was filed against the Company in the U.S.

District Court for the Central District of California (Singer et al.

Comscore, Inc.

2:26-cv-01108 (C.D.

Cal.)) alleging violations of various California laws and the federal Electronic Communications Privacy Act, as well as certain common-law claims, in connection with the Company's alleged collection of internet data from California residents.

Among other things, the plaintiffs seek certification as a class, injunctive relief, statutory damages, disgorgement of profits, punitive damages, costs and attorneys' fees.

Although the Company believes it has meritorious defenses to these claims, the Company cannot reasonably estimate the outcome of this matter or the potential liability, if any, that may be incurred in this matter.

State Sales Tax Audit

3 unchanged sentences

As of December 31, 2025, the Company cannot reasonably estimate the outcome of the review and the potential liability, if any, that may be incurred in this matter.

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Other Matters

12 unchanged sentences

Total $ ( 8,076 ) $ ( 59,324 ) $ ( 77,828 )

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Income tax provision is as follows:

12 unchanged sentences

A reconciliation of the statutory U.S.

income tax rate to the effective income tax rate is as follows:

Years Ended December 31,

income tax rate to the effective income tax rate for the year ended December 31, 2025 is as follows:

Year Ended December 31, 2025

(In thousands) Amount Percentage

Statutory federal tax rate $ ( 1,696 ) 21.0 %

State taxes (1)

906 ( 11.2 ) %

Foreign tax effects

GAAP to statutory adjustment 167 ( 2.1 ) %

Other 66 ( 0.8 ) %

Deductible inflation adjustment ( 137 ) 1.7 %

Foreign tax credit ( 99 ) 1.2 %

FX revaluation ( 284 ) 3.5 %

Other 74 ( 0.9 ) %

GAAP to statutory adjustment ( 106 ) 1.3 %

Other 10 ( 0.1 ) %

GAAP to statutory adjustment 118 ( 1.5 ) %

Miscellaneous non deductible expenses 129 ( 1.6 ) %

Other 15 ( 0.2 ) %

FX revaluation 614 ( 7.6 ) %

Withholding taxes 88 ( 1.1 ) %

Other ( 75 ) 0.9 %

Valuation allowance ( 85 ) 1.1 %

FX revaluation 94 ( 1.2 ) %

Other 20 ( 0.2 ) %

Other foreign jurisdictions ( 48 ) 0.6 %

Effect of cross-border tax laws

Global intangible low-taxed income 172 ( 2.1 ) %

Subpart F income 172 ( 2.1 ) %

Other 10 ( 0.1 ) %

Tax credits 94 ( 1.2 ) %

Other nondeductible/nontaxable items 125 ( 1.6 ) %

Change in valuation allowance 859 ( 10.6 ) %

Other adjustments

NOL adjustments 104 ( 1.3 ) %

Stock compensation 934 ( 11.6 ) %

Other 166 ( 2.0 ) %

Worldwide changes in unrecognized tax benefits ( 479 ) 5.9 %

Total $ 1,928 ( 23.9 ) %

(1) State taxes in Virginia and California comprised greater than 50% of the tax effect in this category.

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A reconciliation of the statutory U.S.

income tax rate to the effective income tax rate for the years ended December 31, 2024 and 2023 is as follows:

Years Ended December 31,

Statutory federal tax rate 21.0 % 21.0 %

4 unchanged sentences

Stock compensation ( 0.3 ) % ( 0.1 ) %

Executive compensation — % — % ( 0.1 ) %

Goodwill impairment ( 17.6 ) % ( 16.6 ) %

3 unchanged sentences

Income Tax Provision

The Company recognized income tax expense of $ 1.9 million during the year ended December 31, 2025, which is comprised of current tax expense of $ 1.1 million primarily related to foreign taxes and deferred tax expense of $ 0.8 million primarily related to U.S.

federal and state taxes.

Included in total tax expense is income tax benefit of $ 8.0 million for a decrease in the valuation allowance recorded against the Company's deferred tax assets to offset the tax expense of the Company's operating losses in the U.S.

and certain foreign jurisdictions.

Income tax expense of $ 2.4 million has also been included for permanent differences in the book and tax treatment of certain stock-based compensation, local statutory to U.S.

GAAP adjustments and other nondeductible expenses.

These tax adjustments, along with state and local taxes, are the primary drivers of the annual effective income tax rate.

The Company recognized income tax expense of $ 0.9 million during the year ended December 31, 2024, which is comprised of current tax expense of $ 1.8 million related to foreign taxes and state taxes and deferred tax benefit of $ 0.8 million related to both U.S.

11 unchanged sentences

These tax adjustments, along with state and local taxes, are the primary drivers of the annual effective income tax rate.

The Company recognized income tax expense of $ 1.7 million during the year ended December 31, 2022, which is primarily comprised of current tax expense of $ 2.2 million related to foreign taxes and state taxes and a deferred tax benefit of $ 0.5 million related to temporary differences between the tax treatment and GAAP accounting treatment for certain items.

Included in total tax expense is income tax benefit of $ 2.6 million for permanent differences in the book and tax treatment of nontaxable gain on fair market value adjustment of stock warrants, offset by certain nondeductible stock-based compensation and executive compensation.

Also included in the total tax expense is an income tax adjustment of $ 12.7 million related to the impairment of goodwill.

Income tax expense of $ 18.5 million has also been included for an increase in the valuation allowance recorded against the Company's deferred tax assets to offset the tax benefit of the Company's operating losses in the U.S.

and certain foreign jurisdictions.

These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S.

federal statutory rate, are the primary drivers of the annual effective income tax rate.

Table of Conte nt s

17 unchanged sentences

Capitalized research and development expense 33,614 34,815

163(j) interest limitation carryforward 2,053 —

Other 3,069 2,523

4 unchanged sentences

Lease asset $ ( 2,421 ) $ ( 3,964 )

Property and equipment — ( 824 )

Subpart F income recapture — ( 1,411 )

2 unchanged sentences

Net deferred tax asset $ 1,157 $ 1,733

The Company made cash tax payments, net of (refunds) received as follows:

(In thousands) December 31, 2025

U.S federal $ ( 51 )

state and local ( 46 )

Canada ( 175 )

Netherlands 153

Sweden ( 106 )

United Kingdom 104

Tax Valuation Allowance

3 unchanged sentences

The decrease in the valuation allowance during 2025 is primarily due to the decrease in U.S.

net operating loss carryforwards, net of the increase in capitalized R&E expenditures under Section 174.

deferred revenue, lease liability and property and equipment, net of the increase in U.S.

net operating loss carryforwards and Sec.

163(j) interest limitation carryforward.

To the extent the Company determines that, based on the weight of available evidence, all or a portion of its valuation allowance is no longer necessary, the Company will recognize an income tax benefit in the period such determination is made for the reversal of the valuation allowance.

If management determines that, based on the weight of available evidence, it is more-likely-than-not that all or a portion of the net deferred tax assets will not be realized, the Company may recognize income tax expense in the period such determination is made to increase the valuation allowance.

If management determines that, based on the weight of

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available evidence, it is more-likely-than-not that all or a portion of the net deferred tax assets will not be realized, the Company may recognize income tax expense in the period such determination is made to increase the valuation allowance.

It is possible that such reduction of or addition to the Company's valuation allowance may have a material impact on the Company's results from operations.

13 unchanged sentences

Additionally, despite the net operating loss carryforwards, the Company may have a future income tax liability due to foreign income tax or state income tax requirements.

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As of December 31, 2025, the Company had U.S.

2 unchanged sentences

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

The Company's net operating loss carryforwards began to expire in 2025 for federal and 2026 for state income tax purposes.

The Company's net operating loss carryforwards began to expire in 2026 for federal and state income tax purposes.

The federal and certain state net operating losses generated after December 31, 2017 have an indefinite carryforward period.

12 unchanged sentences

The remaining unrecognized tax benefits have reduced deferred tax balances.

The amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate is $ 1.8 million as of December 31, 2024 and $ 2.0 million as of December 31, 2023 and 2022, respectively.

The amount of unrecognized tax benefits that, if recognized, would affect the Company's effective tax rate is $ 1.6 million, $ 1.8 million, and $ 2.0 million as of December 31, 2025, 2024, and 2023, respectively.

The amount of unrecognized tax benefits includes the federal tax benefit of state deductions.

The Company anticipates $ 0.1 million of unrecognized tax benefits will reverse during the next year due to the expiration of statutes of limitation.

Changes in the Company's unrecognized income tax benefits are as follows:

9 unchanged sentences

The Company recognizes interest and penalties related to income tax matters in income tax expense.

As of December 31, 2024 and 2023, accrued interest and penalties on unrecognized tax benefits were $ 0.2 million.

As of December 31, 2025 and 2024, accrued interest and penalties on unrecognized tax benefits were $ 0.1 million and $ 0.2 million, respectively.

The Company or one of its subsidiaries files income tax returns in the U.S.

federal jurisdiction, and various state and foreign jurisdictions.

For income tax returns filed by the Company, the Company is generally no longer subject to U.S.

For income tax returns filed by

Table of Conte nt s

the Company, the Company is generally no longer subject to U.S.

federal examinations by tax authorities for years prior to 2022 or state and local tax examinations by tax authorities for years prior to 2021.

3 unchanged sentences

Transactions with WPP

As of December 31, 2024 (based on public filings), WPP plc and its affiliates ("WPP") owned 565,968 shares of the Company's outstanding Common Stock, representing 11.6 % of the outstanding Common Stock.

As of the Closing Date of the Recapitalization Transaction, WPP plc and its affiliates ("WPP") were no longer classified as a related party because their ownership of the Company's outstanding Common Stock fell below 5% due to the issuance of Exchange Common Stock on the Closing Date.

However, during 2023, 2024, and 2025 until the Closing Date (based on public filings), WPP owned 565,968 shares of the Company's outstanding Common Stock, which represented more than 5% of the outstanding Common Stock during those periods.

The amounts disclosed herein relate to transactions with WPP during the periods presented as they were a related party through the Closing Date.

The Company provides WPP and its affiliates, in the normal course of business, services amongst its different products and receives various services from WPP supporting the Company's data collection efforts.

4 unchanged sentences

Cost of revenues 10,376 8,781 9,350

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The Company has the following balances related to transactions with WPP, as reflected in the Consolidated Balance Sheets:

5 unchanged sentences

Contract liabilities 428 384

Transactions with Charter, Qurate, Liberty and Pine

Through May 15, 2023, Charter, Qurate and Pine each held 33.3 % of the outstanding shares of Preferred Stock.

On May 16, 2023, Qurate sold its Preferred Stock to Liberty, and as of December 31, 2024, Charter, Liberty and Pine each hold 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 December 31, 2024 (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 at a rate of 9.5 % per year until 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.

Transactions with Charter, Liberty and Pine

Through May 15, 2023, Charter, Qurate and Pine each held 33.3 % of the outstanding shares of Series B Preferred Stock.

On May 16, 2023, Qurate sold its Series B Preferred Stock to Liberty, and Charter, Liberty, and Pine each continued to hold 33.3 % of the outstanding shares of Series B Preferred Stock until the Closing Date of the Recapitalization Transaction.

At the Annual Meeting on June 15, 2023, the Company's stockholders approved proposals permitting the payment of annual dividends on the Series B Preferred Stock in the form of cash, shares of Common Stock, additional shares of Series B Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations of the Series B Preferred Stock.

On the same date, each holder of Series B 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 of the Series B Preferred Stock, 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 Series B Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023.

Under the waivers and the Certificate of Designations of Series B Preferred Stock, the deferred dividends would continue to accrue at a rate of 9.5 % per year until paid, with payment to occur on or before June 30, 2024.

On June 27, 2024, each holder of Series B 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.

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.

Under these waivers and the Certificate of Designations of the Series B Preferred Stock, 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.

On July 24, 2024, the Company issued 13,257,294 additional shares of Series B Preferred Stock to the existing holders of Series B 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 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

As of December 31, 2024, Charter, Liberty and Pine each owned 31,928,301 shares of the Company's outstanding Preferred Stock.

As of December 31, 2024 and December 31, 2023, total accrued dividends to the holders of Preferred Stock were $ 9.0 million and $ 24.1 million, respectively.

As of December 31, 2024, Charter, Liberty and Pine each owned 31,928,301 shares of the Series B Preferred Stock, and total accrued dividends were $ 9.0 million.

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On June 24, 2025, each holder of Series B Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable on that date.

Under the waivers and the Certificate of Designations, the deferred dividends continued to accrue and accumulate at a rate of 9.5 % per year until they were extinguished as part of the Recapitalization Transaction.

On December 29, 2025, as part of the Recapitalization Transaction, Charter, Liberty and Pine each exchanged 31,928,301 shares of Series B Preferred Stock for (i) 4,223,621 shares of Preferred Stock and (ii) 3,286,825 shares of Exchange Common Stock.

Additionally, the Company agreed to a fixed cash payment of $ 2.0 million to each of the Preferred Stockholders on June 30, 2028, regardless of whether the Preferred Stockholders continue to own any securities of the Company on the payment date.

In connection with the Recapitalization Transaction, the Company and the Preferred Stockholders also entered into an amendment and restatement of the Stockholders Agreement between the parties.

Under the Stockholders Agreement, as amended and restated, each Preferred Stockholder has the right to designate one director to serve on the Company's Board, and the Preferred Stockholders together have the right to nominate a fourth director who will act as the Board Chair.

In addition, each Preferred Stockholder has consent rights over certain matters.

In accordance with the Stockholders Agreement, Charter, Liberty and Pine each have designated one member of the Company's Board and together have nominated an additional member of the Company's Board.

For further information, refer to Footnote 1 , Organization and Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

As of December 31, 2025, Charter, Liberty and Pine each owned 4,223,621 shares of the Company's outstanding Preferred Stock and 3,286,825 shares of Exchange Common Stock.

Additionally, as of December 31, 2025 (based on public filings), Charter and Pine also owned an additional 8,358 shares and 109,654 shares, respectively, of the Company's outstanding Common Stock.

As of December 31, 2025, the total fixed cash payment to the Preferred Stockholders is measured at its present value of $ 4.5 million and is presented in the Consolidated Balance Sheet as a non-current liability.

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 recognizes expense for the license fees ratably over 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 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.

On December 31, 2024, the Company and Charter Operating entered into another amendment (the "2024 Amendment") under which the Company pays 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.

4 unchanged sentences

Cost of revenues 13,454 21,669 19,914

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The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Consolidated Balance Sheets:

1 unchanged sentence

(In thousands) 2025 2024

Accounts payable $ 83 $ 10,323

Accrued expenses $ 7,909 $ 8,389

Non-current portion of accrued data costs 18,357 22,031

The Company had no transactions with Pine and Liberty in 2024, other than the 2024 Preferred Stock issuance.

Non-current payable to preferred stockholders 1,486 —

Except as described above with respect to the Recapitalization Transaction, the Company had no transactions with Pine and Liberty for the year ended December 31, 2025.

Other than the 2024 Series B Preferred Stock issuance, the Company had no transactions with Pine and Liberty for the year ended December 31, 2024.

In 2023, the Company entered into a finance lease with a third-party vendor that is not a related party.

In conjunction with this transaction, the third-party vendor purchased equipment for $ 2.5 million from a Pine affiliate (related party).

The Company had no additional transactions with Pine and no transactions with Liberty for the years ended December 31, 2023 and 2022.

The Company recognized revenues of $ 0.9 million from transactions with Qurate and its affiliates in the normal course of business during the years ended December 31, 2024, 2023 and 2022, respectively, as reflected in the Consolidated Statements of Operations and Comprehensive Loss.

The Company had no additional transactions with Pine and no transactions with Liberty for the year ended December 31, 2023.

Transactions with Directors and Officers

The Company recognized revenues of $ 0.9 million, $ 1.2 million and $ 1.1 million during the years ended December 31, 2025, 2024 and 2023, respectively, from transactions with affiliates or former affiliates of its directors and officers in the normal course of business as reflected in the Consolidated Statements of Operations and Comprehensive Loss.

For the years ended December 31, 2024 and 2023, $ 0.9 million of these revenues were separately disclosed as transactions with Qurate and its affiliates.

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Segment Information

13 unchanged sentences

Cost of goods sold (1)

135,507 136,831 137,722

Operating expenses

1 unchanged sentence

Professional fees (2)

19,974 20,649 21,830

Facilities & office expense 8,731 10,263 11,034

2 unchanged sentences

Other operating expenses (3)

5,154 6,797 5,186

Total operating expenses $ 179,927 $ 178,228 $ 186,500

1 unchanged sentence

Stock-based compensation 2,657 3,191 4,535

Non-recurring expenses (income) 846 1,740 ( 5,646 )

Restructuring & transformation 2,860 2,574 7,517

Strategic transaction costs (2)

Foreign currency transactions (3)

5,892 ( 1,417 ) 2,824

Impairment — 64,397 79,702

1 unchanged sentence

Taxes 1,928 924 1,533

Other 1,426 846 1,740

Net loss $ ( 10,004 ) $ ( 60,248 ) $ ( 79,361 )

Table of Conte nt s

(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 Consolidated Statements of Operations and Comprehensive 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 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.

(3) Beginning in 2025 (and for comparable prior periods), foreign currency transactions that had previously been included in other operating expenses are being presented separately in this table in accordance with the presentation to the CODM.

Organizational Restructuring

6 unchanged sentences

The Restructuring Plan was substantially completed in 2024.

Table of Conte nt s

There were no restructuring costs recognized for the year ended December 31, 2025.

The following table summarizes costs incurred related to the Restructuring Plan for the years ended December 31, 2024 and 2023.

4 unchanged sentences

Total restructuring $ 1,027 $ 6,234

The table below summarizes the changes in the accrued amounts for the years ended December 31, 2024 and 2023 and the balance of the restructuring liability as of December 31, 2024 and 2023, which is recorded in accrued expenses in the Consolidated Balance Sheets:

The table below summarizes the changes in the accrued amounts for the years ended December 31, 2025 and 2024 and the balance of the restructuring liability as of December 31, 2024, which is recorded in accrued expenses in the Consolidated Balance Sheet:

(In thousands) Severance and Related Costs Other Total Restructuring Expense

Restructuring expense $ 5,464 $ 770 $ 6,234

Payments ( 5,140 ) ( 664 ) ( 5,804 )

Foreign exchange ( 88 ) — ( 88 )

Accrued balance as of December 31, 2023

5 unchanged sentences

$ 319 $ 23 $ 342

Payments ( 321 ) ( 23 ) ( 344 )

Accrued balance as of December 31, 2025

Table of Conte nt s

1 unchanged sentence

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data