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Item 1. Financial Statements

2026-05-15 compared with 2025-11-07 · 233 added, 368 removed, 375 unchanged (62% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

(In thousands, except share and per share data) (Unaudited)

13 unchanged sentences

Total assets $ 400,170 $ 407,709

Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)

Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity

Current liabilities:

5 unchanged sentences

42,970 36,575

Accrued dividends (related parties) 22,866 8,962

Customer advances 7,465 7,605

7 unchanged sentences

Deferred tax liabilities 2,354 1,997

Non-current payable to preferred stockholders (related parties) 4,611 4,457

Other non-current liabilities 4,750 6,751

1 unchanged sentence

Commitments and contingencies

Convertible redeemable preferred stock, $ 0.001 par value;

104,000,000 shares authorized as of September 30, 2025 and 100,000,000 shares authorized as of December 31, 2024;

95,784,903 shares issued and outstanding as of September 30, 2025 and December 31, 2024;

aggregate liquidation preference of $ 259,637 as of September 30, 2025, and $ 245,732 as of December 31, 2024 (related parties)

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

12,670,863 shares authorized, issued and outstanding as of March 31, 2026 and December 31, 2025;

aggregate liquidation preference of $ 183,728 as of March 31, 2026 and December 31, 2025 (related parties)

89,654 89,722

Stockholders' equity (deficit):

Stockholders' equity:

Preferred stock, $ 0.001 par value;

1,000,000 shares authorized as of September 30, 2025 and 5,000,000 shares authorized as of December 31, 2024;

no shares issued or outstanding as of September 30, 2025 or December 31, 2024

1,329,137 shares authorized as of March 31, 2026 and December 31, 2025;

no shares issued or outstanding as of March 31, 2026 or December 31, 2025

Common stock, $ 0.001 par value;

16,750,000 shares authorized as of September 30, 2025 and 13,750,000 shares authorized as of December 31, 2024;

5,353,903 shares issued and 5,015,664 shares outstanding as of September 30, 2025, and 5,228,814 shares issued and 4,890,575 shares outstanding as of December 31, 2024

46,000,000 shares authorized as of March 31, 2026 and December 31, 2025;

15,361,753 shares issued and 15,023,514 shares outstanding as of March 31, 2026, and 15,214,378 shares issued and 14,876,139 shares outstanding as of December 31, 2025

Additional paid-in capital 1,783,009 1,781,265

1 unchanged sentence

Accumulated deficit ( 1,436,243 ) ( 1,429,995 )

Treasury stock, at cost, 338,239 shares as of September 30, 2025 and December 31, 2024

Treasury stock, at cost, 338,239 shares as of March 31, 2026 and December 31, 2025

( 229,984 ) ( 229,984 )

Total stockholders' equity (deficit) ( 26,257 ) ( 8,263 )

Total liabilities, convertible redeemable preferred stock and stockholders' equity (deficit) $ 406,945 $ 430,247

Total stockholders' equity 104,994 111,439

Total liabilities, convertible redeemable preferred stock and stockholders' equity $ 400,170 $ 407,709

See accompanying Notes to Condensed Consolidated Financial Statements.

COMSCORE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Three Months Ended September 30, Nine Months Ended September 30,

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended March 31,

(In thousands, except share and per share data) 2026 2025

5 unchanged sentences

Research and development (2) (3)

7,184 7,272 23,106 24,412

General and administrative (2) (3)

1 unchanged sentence

Amortization of intangible assets 632 632

Impairment of goodwill — 63,000 — 63,000

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

Restructuring — 15 — 968

Total expenses from operations 89,842 87,775

Income (loss) from operations 1,705 ( 59,605 ) ( 2,042 ) ( 63,410 )

Loss from operations ( 4,520 ) ( 2,066 )

Gain (loss) from foreign currency transactions 1,240 ( 1,743 )

Interest expense, net ( 1,750 ) ( 1,758 )

Other income, net — — — 651

Income (loss) before income taxes 142 ( 62,252 ) ( 12,462 ) ( 65,707 )

Income tax benefit (provision) 311 1,622 ( 570 ) 2,315

Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 )

Loss on partial extinguishment of debt ( 362 ) —

Loss before income taxes ( 5,392 ) ( 5,567 )

Income tax (provision) benefit ( 856 ) 1,574

Net loss $ ( 6,248 ) $ ( 3,993 )

Net loss available to common stockholders:

Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 )

Net loss $ ( 6,248 ) $ ( 3,993 )

Convertible redeemable preferred stock dividends (1)

( 4,971 ) ( 4,578 ) ( 13,904 ) ( 13,062 )

Total net loss available to common stockholders $ ( 6,248 ) $ ( 8,432 )

Net loss available to common stockholders:

Net loss per common share:

Basic and diluted $ ( 0.41 ) $ ( 1.66 )

1 unchanged sentence

Basic and diluted 15,140,260 5,088,576

Comprehensive income (loss):

Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 )

Comprehensive loss:

Net loss $ ( 6,248 ) $ ( 3,993 )

Other comprehensive (loss) income:

Foreign currency cumulative translation adjustment ( 1,941 ) 2,639

Total comprehensive income (loss) $ 128 $ ( 57,705 ) $ ( 5,442 ) $ ( 62,564 )

Total comprehensive loss $ ( 8,189 ) $ ( 1,354 )

(1) Transactions with related parties are included in the line items above as follows.

Refer to Footnote 8 , Related Party Transactions.

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Three Months Ended March 31,

Revenues $ 501 $ 2,604

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(2) Excludes amortization of intangible assets, which is presented as a separate line item.

(3) Stock-based compensation expense (benefit) is included in the line items above as follows:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

(3) Stock-based compensation expense is included in the line items above as follows:

Three Months Ended March 31,

Cost of revenues $ 214 $ 162

2 unchanged sentences

General and administrative 313 355

Total stock-based compensation expense (benefit) $ 377 $ ( 122 ) $ 2,863 $ 2,267

Total stock-based compensation expense $ 825 $ 738

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

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

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

Capital Accumulated

3 unchanged sentences

Stockholders'

Equity (Deficit)

Shares Amount Shares Amount

1 unchanged sentence

Net loss — — — — — — ( 6,248 ) — ( 6,248 )

Convertible redeemable preferred stock dividends (1)

Adjustment to issuance costs for recapitalization transaction (1)

— ( 68 ) — — ( 50 ) — — — ( 50 )

4 unchanged sentences

Balance as of March 31, 2026 12,670,863 $ 89,654 15,023,514 $ 15 $ 1,783,009 $ ( 11,803 ) $ ( 1,436,243 ) $ ( 229,984 ) $ 104,994

Net loss — — — — — — ( 9,492 ) — ( 9,492 )

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 4,494 ) — ( 4,494 )

Restricted stock units distributed — — 102,420 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 726 ) — ( 3 ) — — — ( 3 )

Amortization of stock-based compensation — — — — 502 — — — 502

Foreign currency translation adjustment — — — — — 5,276 — — 5,276

Balance as of June 30, 2025 95,784,903 $ 207,470 5,014,780 $ 5 $ 1,715,149 $ ( 10,153 ) $ ( 1,496,686 ) $ ( 229,984 ) $ ( 21,669 )

Net income — — — — — — 453 — 453

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 4,971 ) — ( 4,971 )

Restricted stock units distributed — — 1,250 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 366 ) — ( 3 ) — — — ( 3 )

Amortization of stock-based compensation — — — — 258 — — — 258

Foreign currency translation adjustment — — — — — ( 325 ) — — ( 325 )

Balance as of September 30, 2025 95,784,903 $ 207,470 5,015,664 $ 5 $ 1,715,404 $ ( 10,478 ) $ ( 1,501,204 ) $ ( 229,984 ) $ ( 26,257 )

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

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

Capital Accumulated

6 unchanged sentences

Net loss — — — — — — ( 3,993 ) — ( 3,993 )

Convertible redeemable preferred stock dividends (1)

Series B convertible redeemable preferred stock dividends (1)

— — — — — — ( 4,439 ) — ( 4,439 )

Restricted stock units distributed — — 22,511 — — — — — —

Exercise of Common Stock options — — 33 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 2,684 ) — ( 46 ) — — — ( 46 )

Amortization of stock-based compensation — — — — 284 — — — 284

1 unchanged sentence

Foreign currency translation adjustment — — — — — 2,639 — — 2,639

Other — — ( 39 ) — — — — — —

Balance as of March 31, 2025 95,784,903 $ 207,470 4,913,086 $ 5 $ 1,714,650 $ ( 15,429 ) $ ( 1,482,700 ) $ ( 229,984 ) $ ( 13,458 )

Net loss — — — — — — ( 1,708 ) — ( 1,708 )

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 4,244 ) — ( 4,244 )

Restricted stock units distributed — — 131,817 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 2,411 ) — ( 33 ) — — — ( 33 )

Amortization of stock-based compensation — — — — 580 — — — 580

Foreign currency translation adjustment — — — — — ( 110 ) — — ( 110 )

Balance as of June 30, 2024 82,527,609 $ 187,885 4,889,637 $ 5 $ 1,699,689 $ ( 16,207 ) $ ( 1,407,666 ) $ ( 229,984 ) $ 45,837

Net loss — — — — — — ( 60,630 ) — ( 60,630 )

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

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

Convertible redeemable preferred stock dividends (1)

— — — — — — ( 4,578 ) — ( 4,578 )

Restricted stock units distributed — — 1,277 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 366 ) — ( 2 ) — — — ( 2 )

Amortization of stock-based compensation — — — — 695 — — — 695

Foreign currency translation adjustment — — — — — 2,925 — — 2,925

Balance as of September 30, 2024 95,784,903 $ 207,470 4,890,548 $ 5 $ 1,713,399 $ ( 13,282 ) $ ( 1,472,874 ) $ ( 229,984 ) $ ( 2,736 )

(1) Transactions for these line items were exclusively with related parties.

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2026 2025

3 unchanged sentences

Depreciation 5,948 5,805

Unrealized foreign currency loss 4,788 —

Non-cash operating lease expense 1,177 1,229

Stock-based compensation expense 2,863 2,267

Amortization expense of finance leases 919 909

Stock-based compensation expense 825 738

Amortization of intangible assets 632 632

Deferred tax provision (benefit) 397 ( 1,084 )

Impairment of goodwill — 63,000

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

Non-cash loss on partial extinguishment of debt 312 —

Unrealized foreign currency gain ( 1,378 ) —

Other 963 626

11 unchanged sentences

Financing activities :

Principal payments of term loan ( 5,563 ) ( 113 )

Principal payments on finance leases ( 976 ) ( 871 )

Payment of preferred stock and common stock issuance costs ( 907 ) —

Principal payments on insurance financing ( 641 ) ( 620 )

1 unchanged sentence

Payment of financing and debt issuance costs — ( 559 )

Principal payments of term loan ( 338 ) —

Payments of line of credit — ( 6,000 )

Other ( 50 ) —

1 unchanged sentence

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 150 ) 644

Net decrease in cash, cash equivalents and restricted cash ( 3,585 ) ( 2,751 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 1,718 ) 1,033

Cash, cash equivalents and restricted cash at beginning of period 26,800 33,468

Cash, cash equivalents and restricted cash at end of period $ 25,082 $ 34,501

As of September 30,

As of March 31,

Cash and cash equivalents $ 22,044 $ 30,969

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 25,082 $ 34,501

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental cash flow disclosure:

Cash paid for interest on debt, net of amounts capitalized (1)

$ 3,938 $ 923

Interest paid $ 1,360 $ 1,332

Supplemental disclosures of non-cash investing and financing activities :

Convertible redeemable preferred stock dividends accrued but not yet paid (related parties) $ 13,904 $ 4,424

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

Settlement of restricted stock unit liability $ 1,586 $ 314

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

(1) For the nine months ended September 30, 2025, cash paid for interest on debt reflects the interest paid on the Company's senior secured financing agreement with Blue Torch Finance LLC.

For the nine months ended September 30, 2024 cash paid for interest on debt reflects the interest paid on the Company's prior credit agreement with Bank of America N.A.

(2) The preferred stock issuance was initially recognized at fair value.

The Company recorded the initial fair value, net of issuance costs, of $ 19.6 million within mezzanine equity and the remaining $ 13.0 million within additional paid-in capital on the Condensed Consolidated Balance Sheet as of September 30, 2024.

Refer to Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

Change in accounts payable and accrued expenses related to capital expenditures 988 —

Series B convertible redeemable preferred stock dividends accrued but not yet paid (related parties) — 4,439

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms.

Potential Recapitalization Transaction with Preferred Stockholders

On September 26, 2025, the Company entered into separate Stock Exchange Agreements (the "Exchange Agreements") with each of Charter Communications Holding Company, LLC ("Charter"), Liberty Broadband Corporation ("Liberty"), and Pine Investor, LLC ("Pine," and together with Charter and Liberty, the "Preferred Stockholders"), pursuant to which, at the closing of the transactions contemplated thereby (the "Closing"), each Preferred Stockholder will exchange the 31,928,301 shares of Series B Convertible Preferred Stock, par value $ 0.001 per share, of the Company (the "Preferred Stock") currently owned by such Preferred Stockholder for (i) 4,223,621 shares of a new series of convertible preferred stock to be designated as Series C Convertible Preferred Stock, par value $ 0.001 per share ("Series C Preferred Stock"), which will be convertible into shares of common stock, par value $ 0.001 per share, of the Company ("Common Stock") and (ii) 3,286,825 shares of Common Stock (such transactions, collectively, the "Exchange").

The Closing is subject to various closing conditions, including approval by the Company's stockholders.

The Company currently intends to hold a special meeting of stockholders in December 2025 to seek approval of the Exchange and related matters and, if approved, to complete the Closing shortly thereafter.

If the Exchange is consummated, the Company will retire the shares of Preferred Stock acquired by the Company pursuant to the Exchange Agreements and will eliminate from its Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations of the Preferred Stock, including the annual dividend rights provided therein.

In addition, the Company and the Preferred Stockholders will enter into an amended and restated stockholders agreement that, among other things, will eliminate the Preferred Stockholders' current right to a special dividend of at least $ 47.0 million.

The Exchange Agreements include certain termination rights for the Company and each of the Preferred Stockholders.

In addition, the Exchange Agreements contain customary representations and warranties from the Preferred Stockholders and the Company, and each party has agreed to certain covenants.

Each party has also agreed, on behalf of itself and certain related parties, to a release of claims relating to the ownership and transfer of the existing shares of Preferred Stock, subject to certain exceptions.

Provided that the Closing occurs, the Company has agreed to make a one-time cash payment of $ 2.0 million to each of the Preferred Stockholders on June 30, 2028, regardless of whether the Preferred Stockholder continues to own any securities of the Company on such date.

On September 26, 2025, in connection with the execution of the Exchange Agreements, the Company entered into an amendment to its senior secured financing agreement, dated as of December 31, 2024, among the Company as borrower, each subsidiary of the Company from time to time party thereto as a guarantor, each lender from time to time party thereto, and Blue Torch Finance LLC, as administrative agent and collateral agent (the "Credit Agreement") to permit the Exchange and the issuance of Series C Preferred Stock in connection with the Exchange.

Summary of Significant Accounting Policies

8 unchanged sentences

These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K").

The Condensed Consolidated Results of Operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2025 or thereafter.

All references to September 30, 2025 and 2024 in the Notes to Condensed Consolidated Financial Statements are unaudited.

The Condensed Consolidated Results of Operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2026 or thereafter.

All references to March 31, 2026 and 2025 in the Notes to Condensed Consolidated Financial Statements are unaudited.

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

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods.

Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from contingencies, financing-related liabilities and warrants, the initial fair value determination of the Preferred Stock, and the valuation of options, performance-based and market-based stock awards.

The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the U.S.

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods.

Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from financing-related liabilities, the initial fair value determination of the Preferred Stock and Series B Preferred Stock (as defined below), 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.

1 unchanged sentence

The Company evaluates its estimates and assumptions on an ongoing basis .

Preferred Stock

In January 2021, the Company entered into separate Securities Purchase Agreements with each of Charter, Qurate Retail, Inc.

(together with its affiliate Qurate SCOR, LLC, "Qurate") and Pine (the "Securities Purchase Agreements") for the issuance and sale of shares of Preferred Stock as described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

The issuance of the Preferred Stock pursuant to the Securities Purchase Agreements (the "Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021.

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

On July 24, 2024, the Company issued 13,257,294 additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay accrued dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024.

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

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

Among other things, the amendment reduced the $ 100.0 million special dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the additional Preferred Stock ($ 32.8 million).

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

Preferred Stock (Series B and Series C)

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") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $ 0.001 (the "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 Broadband Corporation ("Liberty") in a privately negotiated transaction.

Charter, Liberty and Pine are referred to herein as the "Preferred Stockholders."

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 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.

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 Series B Preferred Stock ($ 32.8 million).

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 separate Stock Exchange Agreements (the "Exchange Agreements") with the Preferred Stockholders, pursuant to which, at the closing of the transactions contemplated thereby (the "Closing"), each Preferred Stockholder would exchange 31,928,301 shares of Series B Preferred Stock for (i) 4,223,621 shares of a new Series C Preferred Stock, par value $ 0.001 per share (referred to as "Preferred Stock" below), 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").

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 "Closing Date").

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.

3 unchanged sentences

If the instrument meets either of these criteria, the Company will accrete the carrying value to the redemption value.

The Preferred Stock has not been adjusted to its redemption amount as of September 30, 2025 because a deemed liquidation event is not considered probable as of such date.

The Preferred Stock includes a change of control put option which allows the holders of the Preferred Stock to require the Company to repurchase such holders' shares in cash in an amount equal to the initial purchase price plus accrued dividends.

The change of control put option was determined to be a derivative liability.

As of September 30, 2025, the probability of a change of control was determined to be remote and the fair value of the change of control derivative was determined to be negligible.

The Preferred Stock has not been adjusted to its redemption amount as of March 31, 2026 because a deemed liquidation event is not considered probable.

All financial instruments that are classified as mezzanine equity are evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument (for example, more equity-like or debt-like).

Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the financial statements.

No embedded features were identified requiring bifurcation, other than the change of control redemption feature.

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

Debt Issuance Costs

2 unchanged sentences

Debt issuance costs for the Revolving Facility are included in other non-current assets in the Condensed Consolidated Balance Sheets.

The Term Loan (as defined below) and Revolving Facility issuance costs are amortized to interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

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 has a single reporting unit.

Accordingly, the impairment assessment for goodwill is performed at the enterprise level.

Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying value.

The Company has the option to first perform qualitative testing to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value.

The qualitative evaluation is an assessment of factors, including operating results and cost factors, as well as industry, market and macroeconomic conditions, to determine whether it is more likely than not that the fair value of the reporting unit is less than the respective carrying amount, including goodwill.

If the Company chooses not to complete a qualitative assessment or if the initial assessment indicates that it is more likely than not that the carrying value of the reporting unit exceeds its estimated fair value, additional quantitative testing is required.

The fair value of the reporting unit is determined utilizing a discounted cash flow model, and a market value approach is utilized to supplement the discounted cash flow model.

The estimated fair value of a reporting unit is determined based on assumptions regarding estimated future cash flows, discount rates, long-term growth rates and market values.

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

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

In the third quarter of 2024, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value.

In its assessment, the Company considered changes in the Company's stock price, market and equity capitalization, operating results and projections.

The Company performed a quantitative goodwill impairment test using a discounted cash flow model, supported by a market approach.

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

For further information refer to Footnote 4 , Goodwill .

Recoverability of Other Long-Lived Assets

The Company's other long-lived assets consist primarily of property and equipment and right-of-use ("ROU") assets.

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

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

The Company recorded a $ 1.4 million non-cash impairment charge related to the ROU asset and associated leasehold improvements for the three and nine months ended September 30, 2024.

The fair value of the ROU asset was estimated using an income approach and a discount rate of 9.3 %.

The Term Loan (as defined below) and Revolving Facility issuance costs are amortized to interest expense, net in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

Loss on Partial Extinguishment of Debt

The Company accounts for its long-term debt in accordance with ASC 470, Debt.

When the Company repays or otherwise extinguishes a portion of its outstanding debt prior to the stated maturity, and the transaction does not result in a modification or extinguishment of the remaining debt, the transaction is accounted for as a partial extinguishment.

Upon a partial extinguishment, the Company derecognizes the carrying amount of the extinguished portion of the debt, including the pro rata portion of the unamortized debt discount and debt issuance costs.

The allocated amounts are written off at the time of repayment and recorded as a loss on extinguishment and are recognized in the Condensed Consolidated Statement of Operations and Comprehensive Loss in the period in which the repayment occurred.

Loss Per Share

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Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed.

Basic loss per share is computed by dividing total net loss available to common stockholders by the weighted-average number of common shares outstanding for the period.

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.

This includes the effect of vested and deferred stock units granted to members of the Company's Board of Directors ("Board") and certain employees.

These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control.

Diluted loss per share includes the effect of potential common shares, such as the Company's Preferred Stock, stock options, restricted stock units, contingent consideration liability and warrants, to the extent the effect is dilutive.

Diluted loss per share includes the effect of potential common shares, such as the Company's Series C Preferred Stock, stock options, restricted stock units and Series B Preferred Stock, to the extent the effect is dilutive.

In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share.

The following is a summary of the Common Stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

Preferred stock (1)

5,151,202 4,805,301 4,970,516 4,661,642

Three Months Ended March 31,

Series C convertible preferred stock (1)

Stock options and restricted stock units 273,742 284,354

Contingent consideration (2)

— 175,552 — 175,552

Warrants — — — 177,254

Series B convertible preferred stock (2)

Total 12,944,605 5,254,867

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

(2) A contingent consideration liability was recognized as part of the Company's acquisition of Shareablee, Inc.

("Shareablee") in December 2021.

The liability payments could have been settled in any combination of cash or shares of Common Stock based on the volume-weighted average trading price of the Common Stock for the ten trading days prior to the

date of each payment.

In the first quarter of 2025, the Company settled the third and final installment of $ 1.2 million in cash and there is no further contingent consideration liability outstanding.

The Company calculated a potential anti-dilutive share count for the three and nine months ended September 30, 2024 based on the remaining expected payments totaling $ 1.2 million and the $ 6.79 per share closing price of the Company's Common Stock on the Nasdaq Global Select Market on September 30, 2024.

(1) 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).

(2) 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).

The Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code.

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Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions beginning in 2025 and others beginning at various dates through 2027.

The legislation has multiple effective dates, with certain provisions that began in 2025 and others beginning at various dates through 2027.

The OBBB Act permanently restores immediate expensing of domestic research and experiment ("R&E") expenditures in tax years beginning after December 31, 2024, while foreign R&E expenditures remain subject to 15-year amortization under Internal Revenue Code Section 174.

The Company does not expect the OBBB Act to materially impact the Company's income tax position in 2026.

Accounting Guidance Issued But Not Adopted at September 30, 2025

Accounting Guidance Issued But Not Adopted at March 31, 2026

In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40):

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

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

Improvements to Income Tax Disclosures , to improve the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction.

The amendment is effective for annual periods beginning after December 15, 2024 and will be applied on a prospective basis with the option to apply the standard retrospectively.

The Company will adopt this ASU for the period ending December 31, 2025 and is currently evaluating the disclosure impact of ASU 2023-09.

The ASU will not have an impact on the Company's financial condition or results of operations.

Revenue Recognition

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The following table presents the Company's revenue disaggregated by solution group.

(In thousands) Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) Three Months Ended March 31,

By solution group:

2025 2024 2025 2024

Content & Ad Measurement

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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.

(In thousands) Three Months Ended September 30, Nine Months Ended September 30,

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

(In thousands) Three Months Ended March 31,

By geographical market:

2025 2024 2025 2024

United States $ 75,142 $ 76,408

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The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers:

(In thousands) September 30, 2025 December 31, 2024

(In thousands) March 31, 2026 December 31, 2025

Accounts receivable, net $ 55,533 $ 57,260

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

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2026 2025

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Remaining Performance Obligations

As of September 30, 2025, approximately $ 175 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year.

As of March 31, 2026, approximately $ 160 million of revenue is expected to be recognized from remaining performance obligations that are unsatisfied (or partially unsatisfied) for non-cancelable contracts with an original expected duration of longer than one year.

The Company expects to recognize revenue on approximately 50 % of these remaining performance obligations during the remainder of 2026, approximately 34 % in 2027, and approximately 9 % in 2028, with the remainder recognized thereafter.

In the third quarter of 2024, the Company concluded that it was more likely than not that the estimated fair value of its reporting unit was less than its carrying value.

In its assessment, the Company considered the decline in the Company's stock price, market and equity capitalization, operating results and projections.

The fair value of the reporting unit was determined using a discounted cash flow model (a form of the income approach) utilizing Level 3 unobservable inputs, supported by a market approach.

The Company relied in part on the work of an independent valuation firm engaged by the Company to provide inputs as to the fair value of the reporting unit and to assist in the related calculations and analysis.

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

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

(In thousands)

Balance as of December 31, 2023 (1)

Impairment charge ( 63,000 )

Translation adjustments ( 1,350 )

Balance as of December 31, 2024

Translation adjustments 2,493

Balance as of September 30, 2025 $ 248,503

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

Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)

2021 Issuance of Preferred Stock

On March 10, 2021, the Company issued and sold 82,527,609 shares of Preferred Stock in exchange for aggregate gross proceeds of $ 204.0 million.

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

The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5 % per annum, payable annually in arrears (on June 30 of each year) and subject to increase under certain specified circumstances.

The annual dividend accrues on a daily basis from and including the issuance date of such shares, whether or not declared.

In the event the annual dividends are not paid on the annual payment date, the dividends otherwise payable on such date shall continue to accrue and cumulate at a rate of 9.5 % per annum, until such failure is cured.

In addition, the holders of Preferred Stock are entitled to request, and the Company will take all actions reasonably necessary to pay, a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determines can be paid at the applicable time (or a lesser amount agreed upon by the holders), subject to additional conditions and limitations set forth in a Stockholders Agreement entered into by the Company and the holders on March 10, 2021 and amended on July 24, 2024 (the "Stockholders Agreement").

As set forth in the Stockholders Agreement, the Company may be obligated to obtain debt financing in order to effectuate the Special Dividend.

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

On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date (the "June 2023 Waivers").

2021 Issuance of Series B Preferred Stock

On March 10, 2021, the Company issued and sold 82,527,609 shares of Series B Preferred Stock in exchange for aggregate gross proceeds of $ 204.0 million.

Net proceeds from the 2021 Preferred Stock Transactions totaled $ 187.9 million after deducting issuance costs.

The holders of Series B Preferred Stock were entitled to participate in all dividends declared on the Common Stock on an as-converted basis and were 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 accrued on a daily basis from and including the issuance date of such shares, whether or not declared.

In the event the annual dividends were not paid on the annual payment date, the dividends otherwise payable on such date continued to accrue and cumulate at a rate of 9.5 % per annum, until such failure was cured.

In addition, the holders of Series B Preferred Stock were entitled to request a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determined could be paid at the applicable time (or a lesser amount agreed upon by the holders).

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

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 Condensed 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 Condensed Consolidated Balance Sheet, because gains in transactions with related parties are recognized as equity contributions.

On June 24, 2025, each holder of Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable by the Company on that date (the "June 2025 Waivers").

Under the June 2025 Waivers and the Certificate of Designations, the deferred dividends will accrue and accumulate at a rate of 9.5 % per year from June 30, 2025 until declared and paid, with payment to occur on or before December 31, 2025.

The conversion right is subject to certain anti-dilution adjustments and customary provisions related to partial dividend periods.

Due to the reverse stock split effected by the Company on December 20, 2023, the conversion factor was adjusted to 0.05 pursuant to the Certificate of Designations of the Preferred Stock.

As of September 30, 2025, each share of Preferred Stock was convertible into 0.054829 shares of Common Stock, with such assumed conversion rate scheduled to return to 0.05 upon payment of accrued dividends.

As of September 30, 2025, no shares of Preferred Stock have been converted into Common Stock, and accrued dividends for the Preferred Stock totaled $ 22.9 million.

The Credit Agreement prohibits the payment of cash dividends to holders of the Preferred Stock prior to April 1, 2026 and imposes certain limitations on cash dividends on and after that date.

Refer to Footnote 6 , Debt for further information.

Refer to Footnote 1 , Organization , for information regarding a proposed recapitalization transaction that, if approved by the Company's stockholders and consummated, would result in the exchange and retirement of all shares of Preferred Stock and the elimination of related dividend rights.

2019 Issuance and Sale of Common Stock and Warrants

On June 23, 2019, the Company entered into a Securities Purchase Agreement with CVI Investments, Inc.

("CVI"), pursuant to which CVI agreed to purchase (i) 136,425 shares of Common Stock (the "Initial Shares"), at a price of $ 146.60 per share and (ii) Series A Warrants, Series B-1 Warrants, Series B-2 Warrants and Series C Warrants, for aggregate gross proceeds of $ 20.0 million (the "Private Placement").

The Private Placement closed on June 26, 2019 (the "CVI Closing Date").

The Series B-1 Warrants and Series B-2 Warrants expired in 2020.

The Series C Warrants were exercised on October 10, 2019.

As a result of this exercise, the Company issued 136,425 shares of Common Stock to CVI on October 14, 2019.

In addition, the number of shares that were issuable under the Series A Warrants was increased by 136,425 .

The Series A Warrants were exercisable by the holders for a period of five years from the CVI Closing Date and were exercisable into 272,851 shares of Common Stock, which was equal to the Initial Shares plus the number of shares issued pursuant to the exercise of the Series C Warrants (described above), at an adjusted exercise price equal to $ 15.83 .

The Series A Warrants expired on June 26, 2024.

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, 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 Certificate 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 Condensed 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 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 Condensed 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 Condensed 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 Condensed 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 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 March 31, 2026, each share of Preferred Stock was convertible into one share of Common Stock.

As of March 31, 2026, no shares of Preferred Stock have been converted into Common Stock.

Secured Credit Agreement

On December 31, 2024, the Company entered into the Credit Agreement among the Company as borrower, certain of its subsidiaries as guarantors, Blue Torch Finance LLC as administrative agent and collateral agent (in such capacities, the "Agent"), and the lenders from time to time party thereto.

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.

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.

As of September 30, 2025, the stated interest rate on the Term Loan was 11.26 %.

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 March 31, 2026, the stated interest rate on the Term Loan was 10.96 %.

Except as described below, the Company can repay any amounts borrowed under the Revolving Facility prior to the maturity date without any premium or penalty other than customary SOFR breakage costs.

Revolving Facility or the Term Loan in connection with an insolvency event, acceleration, other exercise of remedies or the early termination of the Credit Agreement, are subject to prepayment premiums as follows:

Any voluntary or mandatory prepayments of the Term Loan (subject to customary exceptions for prepayments made with Excess Cash Flow (as defined in the Credit Agreement), the net cash proceeds of insurance and condemnation events, and the replacement of certain lenders in accordance with the Credit Agreement), as well as any payments of the Revolving Facility or the Term Loan in connection with an insolvency event, acceleration, other exercise of remedies or the early termination of the Credit Agreement, are subject to prepayment premiums as follows:

(i) with respect to any such payment occurring on or before the first anniversary of the closing date, a 3.0 % prepayment premium plus a make-whole amount based on U.S.

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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 September 30, 2025.

On March 30, 2026, the Company, the guarantor subsidiaries, the Agent and the lenders party to the Credit Agreement executed a limited consent to the Credit Agreement (the "Limited Consent"), which waived testing of the Senior Leverage Ratio for the test period ending March 31, 2026, subject to certain conditions set forth in the Limited Consent, including that the Senior Leverage Ratio for such test period did not exceed 3.25 :1.00.

The Limited Consent applied only to the test period ending March 31, 2026 and did not amend or waive any other terms or provisions of the Credit Agreement.

As of March 31, 2026, the Company was in compliance with the covenants under the Credit Agreement and the Limited Consent.

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

The Amendment became effective on December 29, 2025.

The Credit Agreement is subject to customary events of default, including a change in control.

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

The debt issuance costs and debt discount associated with the Term Loan were capitalized and are amortized through interest expense, net on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) during the term of the Term Loan.

The debt issuance costs and debt discount associated with the Term Loan were capitalized and are amortized through interest expense, net on the Condensed

Consolidated Statements of Operations and Comprehensive Loss during the term of the Term Loan.

As of December 31, 2024 (the date the Company entered into the Credit Agreement), the effective interest rate calculated to amortize these costs was 14.54 %.

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The Company reassesses whether a change in control is considered probable as of each reporting date.

The change in control feature is not recorded on the Condensed Consolidated Balance Sheet as of September 30, 2025 because a change in control is not considered probable as of such date.

The Company's total debt obligations under the Credit Agreement as of September 30, 2025 and December 31, 2024 are as follows:

(in thousands) September 30, 2025 December 31, 2024

The change in control feature is not recorded on the Condensed Consolidated Balance Sheet as of March 31, 2026 because a change in control is not considered probable.

On March 30, 2026, the Company voluntarily prepaid $ 5.0 million of principal outstanding under the Term Loan.

The prepayment was funded using cash on hand and was applied to the final maturity payment of the Term Loan.

As a result of the partial extinguishment, the Company wrote off a proportionate share of unamortized debt discount and debt issuance costs of $ 0.3 million, which was recorded as a loss on partial extinguishment of debt in the Condensed Consolidated Statement of Operations and Comprehensive Loss.

The total loss on partial extinguishment of debt of $ 0.4 million also included a prepayment premium.

Following the prepayment, the effective interest rate to amortize the remaining debt discount and debt issuance costs on the Term Loan is 13.92 %.

The Company's total debt obligations under the Credit Agreement as of March 31, 2026 and December 31, 2025 are as follows:

(In thousands) March 31, 2026 December 31, 2025

Secured term loan $ 45,000 $ 45,000

2 unchanged sentences

( 6,013 ) ( 450 )

(1) The current portion of the Term Loan as of September 30, 2025 and December 31, 2024 was $ 1.8 million and $ 0.5 million, respectively, and was classified within other current liabilities in the Condensed Consolidated Balance Sheets.

The information set forth below summarizes the required future principal payments on the Term Loan, by year, as of September 30, 2025:

$ 36,515 $ 41,547

(1) The principal payments include the prepayment of $ 5.0 million made during the three months ended March 31, 2026.

(2) The current portion of the Term Loan as of March 31, 2026 and December 31, 2025 was $ 2.2 million and $ 2.3 million, respectively and was classified within other current liabilities in the Condensed Consolidated Balance Sheets.

The information set forth below summarizes the required future principal payments on the Term Loan, by year, as of March 31, 2026:

(In thousands)

2 unchanged sentences

The debt issuance costs associated with the Revolving Facility are capitalized and recorded in other non-current assets in the Condensed Consolidated Balance Sheets.

As of September 30, 2025, the Company had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $ 15.0 million.

Prior Credit Agreement

On May 5, 2021, the Company entered into a senior secured revolving credit agreement (the "Prior Credit Agreement") among the Company, as borrower, certain subsidiaries of the Company, as guarantors, Bank of America N.A., as administrative agent, and the lenders from time to time party thereto.

The Prior Credit Agreement had an original borrowing capacity equal to $ 25.0 million and bore interest on borrowings at a Eurodollar Rate (as defined in the Prior Credit Agreement) that was based on LIBOR.

The Company could also request the issuance of letters of credit under the Prior Credit Agreement in an aggregate amount up to $ 5.0 million, which would reduce the amount of available borrowings by the amount of such issued and outstanding letters of credit.

The facility originally had a maturity of three years from the closing date of the agreement.

On February 25, 2022, the Company entered into an amendment (the "2022 Amendment") to the Prior Credit Agreement to expand its aggregate borrowing capacity from $ 25.0 million to $ 40.0 million.

The 2022 Amendment also replaced the Eurodollar Rate with a SOFR-based interest rate and modified the Applicable Rate definition in the Prior Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 2.50 %.

Finally, the 2022 Amendment modified certain financial covenants under the Prior Credit Agreement.

On February 24, 2023, the Company entered into an additional amendment (the "2023 Amendment") to the Prior Credit Agreement.

Among other things, the 2023 Amendment (i) increased the minimum Consolidated EBITDA and Consolidated Asset Coverage Ratio financial covenant requirements under the Prior Credit Agreement, (ii) modified the measurement periods for certain financial covenants contained in the Prior Credit Agreement, (iii) introduced a minimum liquidity covenant, and (iv) modified the Applicable Rate definition in the Prior Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 3.50 %.

On May 3, 2024, the Company entered into a third amendment (the "May 2024 Amendment") to the Prior Credit Agreement.

Among other things, the May 2024 Amendment (i) extended the maturity date of the facility from May 5, 2024 to November 5, 2024;

(ii) reduced the Company's aggregate borrowing capacity under the facility from $ 40.0 million to $ 25.0 million;

(iii) increased the Applicable Rate payable on SOFR-based loans to 4.50 %;

(iv) increased the minimum Consolidated Asset Coverage Ratio covenant and decreased the minimum liquidity covenant;

(v) limited certain Restricted Payments (as defined in the Prior Credit Agreement) with respect to the Company's equity interests;

(vi) required a repayment of $ 6.0 million to reduce the principal amount outstanding under the Prior Credit Agreement;

(vii) updated certain defined terms in the Prior Credit Agreement to reflect the May 2023 transfer of shares of Preferred Stock from Qurate to Liberty;

and (viii) provided for certain amendment fees, including a fee of 2.0 % of aggregate commitments due on the maturity date (November 5, 2024) unless all obligations were paid in full prior to such date.

On November 1, 2024, the Company repaid the outstanding principal balance of $ 10.0 million under the Prior Credit Agreement.

On November 5, 2024, the Company entered into a fourth amendment (the "November 2024 Amendment") to the Prior Credit Agreement to extend the maturity date with respect to the outstanding letters of credit under the facility to January 31, 2025.

The November 2024 Amendment reduced the aggregate lender commitments under the Prior Credit Agreement to equal the outstanding letters of credit (totaling $ 3.2 million) and limited the purpose of, and use of proceeds under, the Prior Credit Agreement to the issuance of letters of credit.

Additionally, the November 2024 Amendment terminated the following financial covenants:

(i) the minimum Consolidated Fixed Charge Coverage Ratio, (ii) the minimum Consolidated Asset Coverage Ratio, and (iii) the minimum Liquidity requirement, each as defined in the Prior Credit Agreement.

The November 2024 Amendment maintained the same non-financial covenants, security interest and interest rate as in effect immediately prior to the November 2024 Amendment.

Finally, the November 2024 Amendment provided for certain amendment fees, including a fee of $ 250,000 due on the new maturity date (January 31, 2025) unless all letters of credit were terminated or cash collateralized on or prior to such date.

The Prior Credit Agreement contained restrictive covenants that limited the Company's ability to, among other things, incur additional indebtedness or liens, make investments and loans, enter into mergers and acquisitions, make or declare dividends and other payments, enter into certain contracts, sell assets and engage in transactions with affiliates.

The Prior Credit Agreement was also subject to customary events of default, including a change in control.

The Prior Credit Agreement was guaranteed by the Company and its domestic subsidiaries (other than Excluded Subsidiaries (as defined in the Prior Credit Agreement)) and was secured by a first lien security interest in substantially all assets of the Company and its domestic subsidiaries (other than Excluded Subsidiaries), subject to certain customary exclusions.

On December 31, 2024, the Company terminated the Prior Credit Agreement.

The Company used a portion of proceeds from the Term Loan to cash collateralize certain letters of credit that were outstanding under the Prior Credit Agreement.

The Company had no borrowings outstanding under the Prior Credit Agreement on the termination date, and no early termination penalties were incurred by the Company in connection with the termination.

As of March 31, 2026, the Company had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $ 15.0 million.

Fair Value Measurements

There were no financial instruments measured at fair value as of September 30, 2025.

As of December 31, 2024 , t he Company's financial instrument measured at fair value in the accompanying Condensed Consolidated Balance Sheet on a recurring basis was the following:

December 31, 2024

(In thousands) Level 1 Level 2 Level 3 Total

Contingent consideration liability (1)

$ — $ 1,191 $ — $ 1,191

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

In April 2022, the contingency was resolved and the full amount was deemed payable.

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

The fair value of this liability as of December 31, 2024 was equal to the payment due.

The contingent consideration liability was classified within other current liabilities in the Condensed Consolidated Balance Sheet as of December 31, 2024.

There were no changes to the Company's valuation techniques or methodologies during the three and nine months ended September 30, 2024.

The following table presents the changes in the Company's recurring Level 3 fair valued instruments for the nine months ended September 30, 2024:

(In thousands) Warrants Liability

Balance as of December 31, 2023 $ 669

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

Balance as of September 30, 2024 $ —

(1) The gain due to remeasurement and expiration of warrants was recorded in other income, net, in the Condensed Consolidated Statement of Operations and Comprehensive Income (Loss).

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

Fair Value Measurements on a Nonrecurring Basis

The Company recorded a non-cash goodwill impairment charge of $ 63.0 million for the three and nine months ended September 30, 2024.

Refer to Footnote 4 , Goodwill for further details.

The remeasurement of goodwill is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value.

The Company used a discounted cash flow model to determine the estimated fair value of the reporting unit.

The Company made estimates and assumptions regarding future cash flows, discount rates, long-term growth rates and market values to determine the reporting unit's estimated fair value.

It is possible that future changes in such circumstances, or in the variables associated with the judgments, assumptions and estimates used in assessing the fair value of the reporting unit, would require the Company to record additional non-cash impairment charges.

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.

Accrued Expenses

(In thousands) September 30, 2025 December 31, 2024

(In thousands) March 31, 2026 December 31, 2025

Accrued data costs $ 27,030 $ 26,348

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Related Party Transactions

Transactions with WPP

As of September 30, 2025 (based on public filings), WPP plc and its affiliates ("WPP") owned 565,968 shares of the Company's outstanding Common Stock, representing 11.3 % of the outstanding Common Stock.

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

The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

(In thousands) 2025 2024 2025 2024

Revenues $ 1,720 $ 1,789 $ 5,232 $ 5,051

Cost of revenues 2,328 2,240 6,688 6,627

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

(In thousands) September 30, 2025 December 31, 2024

Accounts receivable, net $ 1,491 $ 687

Accounts payable $ 1,308 $ 1,987

Accrued expenses 654 199

Contract liabilities 421 384

Transactions with Charter, Liberty and Pine

As of September 30, 2025, Charter, Liberty and Pine each held 33.3 % of the outstanding shares of Preferred Stock.

Charter, Liberty and Pine are entitled to convert the Preferred Stock into shares of Common Stock and to vote as a single class with the holders of the Common Stock as set forth in the Certificate of Designations.

As of September 30, 2025 (based on public filings), Pine also owned 109,654 shares of the Company's outstanding Common Stock, representing 2.2 % of the outstanding Common Stock.

In addition, Charter, Liberty and Pine each designated two members of the Company's Board in accordance with the Stockholders Agreement.

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

On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date.

Under the waivers and the Certificate of Designations, the deferred dividends would accrue at a rate of 9.5 % per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023.

On December 26, 2023, each holder of Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023.

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

On June 27, 2024, each holder of Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024.

In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024.

Under these waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before July 31, 2024, subject to certain conditions.

On July 24, 2024, the Company issued 13,257,294 additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of the Company's obligation to pay the deferred dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024.

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 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 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 deferred dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024.

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 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

On June 24, 2025, each holder of Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2025.

Under the waivers and the Certificate of Designations, the deferred dividends will continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before December 31, 2025.

As of September 30, 2025 and December 31, 2024, Charter, Liberty and Pine each owned 31,928,301 shares of Preferred Stock.

Accrued dividends to the holders of Preferred Stock as of September 30, 2025 and December 31, 2024 were $ 22.9 million and $ 9.0 million, respectively.

Refer to Footnote 1 , Organization , for information regarding the Exchange Agreements entered into between the Company and each of Charter, Liberty and Pine on September 26, 2025.

If approved by the Company's stockholders and consummated, the Exchange would result in the exchange and retirement of all shares of Preferred Stock held by the Preferred Stockholders, the issuance of new shares of Series C Preferred Stock and Common Stock to the Preferred Stockholders, the elimination of the Preferred Stockholders' annual dividend and Special Dividend rights, and a reduction in the Preferred Stockholders' director designation rights, among other things.

Concurrent with the closing of the Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter.

As of March 31, 2026, Charter, Liberty and Pine each owned 4,223,621 shares of the Company's outstanding Preferred Stock.

Additionally, as of March 31, 2026 (based on public filings), Charter, Liberty and Pine owned 3,295,183 shares, 3,286,825 shares and 3,400,332 shares, respectively, of the Company's outstanding Common Stock.

As of March 31, 2026, the total fixed cash payment to the Preferred Stockholders was measured at its present value of $ 4.6 million and is presented in the Condensed Consolidated Balance Sheets as a non-current liability.

Concurrent with the closing of the 2021 Preferred Stock Transactions on March 10, 2021, the Company entered into a ten-year Data License Agreement ("DLA") with Charter Communications Operating, LLC ("Charter Operating"), an affiliate of Charter.

Under the original DLA, Charter Operating would bill the Company for license fees according to a payment schedule that gradually increased from $ 10.0 million in the first year of the term to $ 32.3 million in the tenth year of the term.

The Company would recognize expense for the license fees ratably over the term.

On November 6, 2022, the Company and Charter Operating entered into an amendment to the DLA, pursuant to which the Company received license fee credits

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 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 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.

The Company's results from transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), are detailed below:

Three Months Ended September 30, Nine Months Ended September 30,

The Company's results from transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss, are detailed below:

Three Months Ended March 31,

(In thousands) 2026 2025

2 unchanged sentences

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

(In thousands) September 30, 2025 December 31, 2024

(In thousands) March 31, 2026 December 31, 2025

Accounts payable $ 3,712 $ —

Accrued expenses 7,895 7,909

Non-current portion of accrued data costs 16,931 18,357

Except as described above with respect to the Exchange Agreements, the Company had no transactions with Pine and Liberty for the three and nine months ended September 30, 2025.

The Company had no transactions with Pine and Liberty, other than the 2024 Preferred Stock issuance, for the three and nine months ended September 30, 2024.

Non-current payable to preferred stockholders 1,537 1,486

The Company had no transactions with Pine and Liberty for the three months ended March 31, 2026 and 2025.

Transactions with Directors and Officers

The Company recognized revenues of $ 0.3 million and $ 0.7 million during the three and nine months ended September 30, 2025, respectively, and $ 0.3 million and $ 0.9 million during the three and nine months ended September 30, 2024, respectively, from transactions with affiliates or former affiliates of its directors and officers in the normal course of business as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

For the three and nine months ended September 30, 2024, $ 0.2 million and $ 0.6 million of these revenues were separately disclosed as transactions with Qurate and its affiliates.

The Company recognized revenues of $ 0.3 million from transactions with affiliates or former affiliates of its directors and officers in the normal course of business during the three months ended March 31, 2025, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

The Company had no transactions with affiliates or former affiliates of its directors and officers for the three months ended March 31, 2026.

Transactions with WPP

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 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 that period.

The amounts disclosed herein relate to transactions with WPP during the periods presented 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.

The Company's results from transactions with WPP, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss, are as follows:

Three Months Ended

(In thousands) March 31, 2025

Revenues $ 1,802

Cost of revenues 2,150

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

(In thousands) December 31, 2025

Accounts receivable, net $ 787

Accounts payable $ 1,762

Accrued expenses 1,755

Contract liabilities 428

Commitments and Contingencies

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

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

As of September 30, 2025, the total fixed payment obligations related to set-top box and connected television data agreements are $ 104.5 million and $ 25.2 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of September 30, 2025:

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

As of March 31, 2026, the total fixed payment obligations related to set-top box and connected television data agreements are $ 91.8 million and $ 20.2 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of March 31, 2026:

(In thousands)

2 unchanged sentences

Total $ 111,997

In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $ 90.8 million over the next six years .

In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $ 83.0 million over the next five years .

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

2 unchanged sentences

The Company has petitioned for review of the audit assessment and believes it has a strong position that its activities are not taxable under the applicable terms of Washington law.

As of September 30, 2025, the Company cannot reasonably estimate the outcome of the review and the potential liability, if any, that may be incurred in this matter.

As of March 31, 2026, the Company cannot reasonably estimate the outcome of the review and the potential liability, if any, that may be incurred in this matter.

Other Matters

12 unchanged sentences

The Company's CODM uses consolidated net income to make decisions, allocate resources and assess performance.

The following table presents financial information that is presented to the CODM with respect to the Company's single operating segment for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

The following table presents financial information that is presented to the CODM with respect to the Company's single operating segment for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

(In thousands) 2026 2025

9 unchanged sentences

Professional fees (2)

5,539 5,229 15,626 16,003

Facilities & office expense 1,801 2,309

5 unchanged sentences

Stock-based compensation 825 738

Restructuring & transformation 507 15 2,549 1,043

Transformation costs 376 1,007

Strategic transaction costs (2)

538 36 538 49

Foreign currency transactions ( 1,240 ) 1,743

Impairment — 64,397 — 64,397

Interest expense, net 1,750 1,758

1 unchanged sentence

Other 717 345

Net income (loss) $ 453 $ ( 60,630 ) $ ( 13,032 ) $ ( 63,392 )

(1) Excludes certain items that are recorded within the cost of revenues, selling and marketing, research and development, and general and administrative expense lines on the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) that are presented elsewhere in this table in accordance with the presentation to the CODM, who uses the adjusted presentation to allocate resources and assess performance.

Net loss $ ( 6,248 ) $ ( 3,993 )

(1) Excludes certain items that are recorded within the cost of revenues, selling and marketing, research and development, and general and administrative expense lines on the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss that are presented elsewhere in this table in accordance with the presentation to the CODM, who uses the adjusted presentation to allocate resources and assess performance.

(2) Beginning in the third quarter of 2025 (and for comparable prior periods), strategic transaction costs that had previously been included in professional fees are being presented separately in this table in accordance with the presentation to the CODM.

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-Q

Item 1. Financial Statements