What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-11-07 · 114 added, 199 removed, 148 unchanged (68% of the section changed)

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Results of Operations

The following table sets forth selected Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) data as a percentage of revenues for each of the periods indicated.

The following table sets forth selected Condensed Consolidated Statements of Operations and Comprehensive Loss data as a percentage of revenues for each of the periods indicated.

Percentages may not add due to rounding.

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

2025 2024 2025 2024

(In thousands) Dollars % of Revenue Dollars % of Revenue Dollars % of Revenue Dollars % of Revenue

Three Months Ended March 31,

(In thousands) Dollars % of Revenue Dollars % of Revenue

Revenues $ 85,322 100.0 % $ 85,709 100.0 %

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Amortization of intangible assets 632 0.7 % 632 0.7 %

Impairment of goodwill — — % 63,000 71.2 % — — % 63,000 24.1 %

Impairment of right-of-use and long-lived assets — — % 1,397 1.6 % — — % 1,397 0.5 %

Restructuring — — % 15 — % — — % 968 0.4 %

Total expenses from operations 89,842 105.3 % 87,775 102.4 %

Income (loss) from operations 1,705 1.9 % (59,605) (67.4) % (2,042) (0.8) % (63,410) (24.3) %

Loss from operations (4,520) (5.3) % (2,066) (2.4) %

Gain (loss) from foreign currency transactions 1,240 1.5 % (1,743) (2.0) %

Interest expense, net (1,750) (2.1) % (1,758) (2.1) %

Other income, net — — % — — % — — % 651 0.2 %

Income (loss) before income taxes 142 0.2 % (62,252) (70.4) % (12,462) (4.7) % (65,707) (25.2) %

Income tax benefit (provision) 311 0.3 % 1,622 1.8 % (570) (0.2) % 2,315 0.9 %

Net income (loss) $ 453 0.5 % $ (60,630) (68.5) % $ (13,032) (4.9) % $ (63,392) (24.3) %

Loss on partial extinguishment of debt (362) (0.4) % — — %

Loss before income taxes (5,392) (6.3) % (5,567) (6.5) %

Income tax (provision) benefit (856) (1.0) % 1,574 1.8 %

Net loss $ (6,248) (7.3) % $ (3,993) (4.7) %

Our products and services are organized around two solution groups:

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Product offerings reported in this solution group include our legacy subscription-based syndicated offerings that measure audiences for linear TV (national and local), digital and streaming, as well as theatrical box office receipts.

Also included in this solution group are our transaction-based cross-platform products, Proximic by Comscore ("Proximic"), our Activation solution suite, Comscore Campaign Ratings ("CCR") and Comscore Content Measurement ("CCM").

Also included in this solution group are our transaction-based cross-platform products - Proximic by Comscore ("Proximic"), our Activation solution suite, and Cross-Platform Campaign Results ("CCR"), along with our subscription-based cross-platform product, Comscore Content Measurement ("CCM").

These syndicated and cross-platform products are used as currency to plan and execute ad campaigns, measure the outcome of ad campaigns, optimize ad campaigns that are in-flight, activate programmatic campaigns, and make content easier for programmatic advertisers to reach.

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These shared costs include employee costs, purchased data, operational overhead, data storage and technology that support both solution groups.

Revenues for the three months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30,

(In thousands) 2025 % of Revenue 2024 % of Revenue $ Variance % Variance

Content & Ad Measurement

Syndicated Audience $ 63,220 71.1 % $ 65,042 73.5 % $ (1,822) (2.8) %

Cross-Platform 12,299 13.8 % 10,232 11.6 % 2,067 20.2 %

Total Content & Ad Measurement 75,519 84.9 % 75,274 85.1 % 245 0.3 %

Research & Insight Solutions 13,387 15.1 % 13,205 14.9 % 182 1.4 %

Total revenues $ 88,906 100.0 % $ 88,479 100.0 % $ 427 0.5 %

Content & Ad Measurement revenue increased due to higher renewals and new business in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering.

This increase was partially offset by a decrease in revenue from our syndicated digital and national TV products due to lower renewals.

Research & Insight Solutions revenue increased primarily due to higher deliveries of certain custom digital products.

Revenues for the nine months ended September 30, 2025 and 2024 were as follows:

Nine Months Ended September 30,

Revenues for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

(In thousands) 2026 % of Revenue 2025 % of Revenue $ Variance % Variance

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Total revenues $ 85,322 100.0 % $ 85,709 100.0 % $ (387) (0.5) %

Content & Ad Measurement revenue increased due to new business and higher renewals in local TV and an increase in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering.

This increase was partially offset by a decrease in revenue from our syndicated digital and national TV products due to lower renewals.

Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products.

Content & Ad Measurement revenue was roughly flat period-over-period, as an expected decline in revenue from our Syndicated Audience offerings, primarily related to lower renewals of our national TV and syndicated digital products, was largely offset by growth in our Cross-Platform revenue.

The growth in Cross-Platform revenue was primarily driven by increased usage of our Proximic and CCR products and continued adoption of our CCM offering.

Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products, partially offset by new business from our Consumer Brand Health products.

Cost of Revenues

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These expenses include employee costs for salaries, benefits, stock-based compensation and other related personnel costs of network operations, survey operations, custom analytics and technical support, all of which are expensed as they are incurred.

Cost of revenues also includes costs to obtain multichannel video programming distributor ("MVPD") data sets and panel, census-based and other data sets used in our products as well as operational costs associated with our data centers, including depreciation expense associated with computer equipment and internally developed software that supports our panels and systems.

Cost of revenues also includes costs to obtain MVPD data sets and panel, census-based and other data sets used in our products as well as operational costs associated with our data centers, including depreciation expense associated with computer equipment and internally developed software that supports our panels and systems.

Additionally, cost of revenues includes allocated overhead, lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.

Cost of revenues for the three months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30,

(In thousands) 2025 % of Revenue 2024 % of Revenue

$ Change % Change

Data costs $ 17,097 19.3 % $ 19,317 21.8 % $ (2,220) (11.5) %

Employee costs 10,152 11.4 % 8,582 9.7 % 1,570 18.3 %

Lease expense and depreciation 7,266 8.2 % 7,354 8.3 % (88) (1.2) %

Systems and bandwidth costs 7,041 7.9 % 7,131 8.1 % (90) (1.3) %

Panel costs 3,542 4.0 % 3,372 3.8 % 170 5.0 %

Royalties and resellers 2,519 2.8 % 1,870 2.1 % 649 34.7 %

Sample and survey costs 1,878 2.1 % 1,557 1.8 % 321 20.6 %

Professional fees 1,791 2.0 % 1,464 1.7 % 327 22.3 %

Technology 1,225 1.4 % 1,090 1.2 % 135 12.4 %

Other 272 0.3 % 268 0.3 % 4 1.5 %

Total cost of revenues $ 52,783 59.4 % $ 52,005 58.8 % $ 778 1.5 %

Employee costs increased primarily due to a shift in headcount toward supporting our products and an increase in employee bonuses.

Data costs decreased primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.

Cost of revenues for the nine months ended September 30, 2025 and 2024 were as follows:

Nine Months Ended September 30,

Cost of revenues for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

(In thousands) 2026 % of Revenue 2025 % of Revenue

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Sample and survey costs 1,429 1.7 % 1,542 1.8 % (113) (7.3) %

Professional fees 4,890 1.9 % 4,769 1.8 % 121 2.5 %

Technology 1,229 1.4 % 1,176 1.4 % 53 4.5 %

Professional fees 1,228 1.4 % 1,409 1.6 % (181) (12.8) %

Other 322 0.4 % 250 0.3 % 72 28.8 %

Total cost of revenues $ 52,988 62.1 % $ 51,747 60.4 % $ 1,241 2.4 %

Employee costs increased primarily due to a shift in headcount toward supporting our products and an increase in employee bonuses.

Royalties and resellers costs increased primarily due to increased sales of products for which we pay royalties.

Lease expense and depreciation increased primarily due to an increase in capitalized internal-use software and finance leases.

Panel costs increased primarily due to higher recruitment and support costs.

Systems and bandwidth costs increased primarily due to higher cloud computing and processing costs attributable to certain custom TV data set deliveries.

Systems and bandwidth costs increased primarily due to higher cloud computing costs related to the integration of new data into our products.

Employee costs increased primarily due to an increase in bonus expense.

Royalties and resellers increased primarily due to increased sales of products for which we pay royalties.

These increases were partially offset by a decrease in data costs primarily due to the December 2024 amendment to our data license agreement with Charter Operating, for which fees are now paid based on household counts provided during the period.

Selling and Marketing

Selling and marketing expenses consist primarily of employee costs, including salaries, benefits, commissions, stock-based compensation and other related costs for personnel associated with sales and marketing activities, as well as costs related to online and offline advertising, industry conferences, promotional materials, public relations, other sales and marketing programs and allocated overhead, lease expense and other facilities-related costs, and depreciation expense generated by general purpose equipment and software.

Selling and marketing expenses for the three months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30,

Selling and marketing expenses for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

(In thousands) 2026 % of Revenue 2025 % of Revenue $ Change % Change

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Total selling and marketing expenses $ 15,656 18.3 % $ 14,803 17.3 % $ 853 5.8 %

Employee costs increased primarily due to an increase in employee commissions and bonuses.

Selling and marketing expenses for the nine months ended September 30, 2025 and 2024 were as follows:

Nine Months Ended September 30,

(In thousands) 2025 % of Revenue 2024 % of Revenue $ Change % Change

Employee costs $ 35,916 13.6 % $ 33,127 12.6 % $ 2,789 8.4 %

Technology 2,465 0.9 % 2,401 0.9 % 64 2.7 %

Marketing and advertising 2,315 0.9 % 1,979 0.8 % 336 17.0 %

Professional fees 2,201 0.8 % 1,832 0.7 % 369 20.1 %

Lease expense and depreciation 1,601 0.6 % 2,072 0.8 % (471) (22.7) %

Other 1,519 0.6 % 1,280 0.5 % 239 18.7 %

Total selling and marketing expenses $ 46,017 17.4 % $ 42,691 16.3 % $ 3,326 7.8 %

Employee costs increased primarily due to an increase in employee commissions and bonuses, as well as severance expense for terminated employees.

Research and Development

Research and development expenses include product development costs, consisting primarily of employee costs including salaries, benefits, stock-based compensation and other related costs for personnel associated with research and development activities, third-party expenses to develop new products and third-party data costs and allocated overhead, lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.

Research and development expenses for the three months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30,

(In thousands) 2025 % of Revenue 2024 % of Revenue $ Change % Change

Employee costs $ 5,332 6.1 % $ 5,252 5.9 % $ 80 1.5 %

Technology 746 0.8 % 758 0.9 % (12) (1.6) %

Professional fees 646 0.7 % 702 0.8 % (56) (8.0) %

Lease expense and depreciation 357 0.4 % 450 0.5 % (93) (20.7) %

Other 103 0.1 % 110 0.1 % (7) (6.4) %

Total research and development expenses $ 7,184 8.1 % $ 7,272 8.2 % $ (88) (1.2) %

Research and development expenses for the nine months ended September 30, 2025 and 2024 were as follows:

Nine Months Ended September 30,

Research and development expenses include product development costs, consisting primarily of employee costs including salaries, benefits, stock-based compensation and other related costs for personnel associated with research and development activities, third-party expenses to develop new products, third-party data costs, allocated overhead, lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.

Research and development expenses for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

(In thousands) 2026 % of Revenue 2025 % of Revenue $ Change % Change

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Total research and development expenses $ 7,786 9.1 % $ 8,118 9.5 % $ (332) (4.1) %

Lease expense and depreciation decreased primarily due to a reduction of our leased space in various locations.

Employee costs decreased primarily due to a shift in headcount toward supporting our products.

General and Administrative

General and administrative expenses consist primarily of employee costs including salaries, benefits, stock-based compensation and other related costs, and related expenses for executive management, finance, human capital, legal and other administrative functions, as well as professional fees, overhead, including allocated overhead, lease expense and other facilities-related costs, depreciation expense related to general purpose equipment and software, amortization of cloud-computing implementation costs, changes in the fair value of our contingent consideration liability, Board of Directors compensation and expenses incurred for other general corporate purposes.

General and administrative expenses for the three months ended September 30, 2025 and 2024 were as follows:

Three Months Ended September 30,

(In thousands) 2025 % of Revenue 2024 % of Revenue $ Change % Change

Employee costs $ 6,016 6.7 % $ 5,307 6.1 % $ 709 13.4 %

Professional fees 3,628 4.1 % 2,949 3.3 % 679 23.0 %

Technology 861 1.0 % 810 0.9 % 51 6.3 %

Lease expense and depreciation 253 0.3 % 259 0.3 % (6) (2.3) %

Other 1,292 1.5 % 1,791 2.0 % (499) (27.9) %

Total general and administrative expenses $ 12,050 13.6 % $ 11,116 12.6 % $ 934 8.4 %

Employee costs increased primarily due to an increase in employee bonuses.

Professional fees increased primarily due to certain charges related to a review of strategic alternatives that ended in the third quarter of 2025.

General and administrative expenses for the nine months ended September 30, 2025 and 2024 were as follows:

Nine Months Ended September 30,

General and administrative expenses consist primarily of employee costs including salaries, benefits, stock-based compensation and other related costs, and related expenses for executive management, finance, human capital, legal and other administrative functions, as well as professional fees, overhead, including allocated overhead, lease expense and other facilities-related costs, depreciation expense related to general purpose equipment and software, amortization of cloud-computing implementation costs, Board of Directors compensation and expenses incurred for other general corporate purposes.

General and administrative expenses for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

(In thousands) 2026 % of Revenue 2025 % of Revenue $ Change % Change

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Total general and administrative expenses $ 12,780 15.0 % $ 12,475 14.6 % $ 305 2.4 %

Employee costs increased primarily due to an increase in employee bonuses and severance expense for terminated employees.

Other costs decreased primarily due to lower non-income taxes.

Amortization of Intangible Assets

Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2016 Rentrak merger.

Amortization of intangible assets was $0.6 million and $0.8 million during the three months ended September 30, 2025 and 2024, respectively and $1.9 million and $2.4 million during the nine months ended September 30, 2025 and 2024, respectively.

Impairment of Goodwill

In the third quarter of 2024, as a result of changes in our stock price, market and equity capitalization, operating results and projections, we performed an interim impairment review of our goodwill in conjunction with our October 1, 2024 annual testing date.

Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $63.0 million non-cash impairment charge in the three and nine months ended September 30, 2024.

No impairment charge related to goodwill was incurred during the three and nine months ended September 30, 2025.

For further information on our goodwill, refer to Footnote 4 , Goodwill in this 10-Q and Item 7 , " Critical Accounting Estimates " within our 2024 10-K .

Impairment of Right-of-use and Long-lived Assets

In the third quarter of 2024, we recorded an impairment charge of $1.4 million related to certain office space lease right-of-use assets and associated leasehold improvements.

The impairment charge was driven by the execution of a sublease for an office space for which expected cash receipts were less than the cash disbursements for the primary lease.

No impairment charge related to right-of-use and long-lived assets was incurred during the three and nine months ended September 30, 2025.

For further information refer to Footnote 2 , Summary of Significant Accounting Policies .

Organizational Restructuring

We incurred $15 thousand and $1.0 million of restructuring expense during the three and nine months ended September 30, 2024, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022.

The 2022 restructuring plan was substantially completed in 2024.

Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2021 acquisition of Shareablee.

Amortization of intangible assets was $0.6 million during the three months ended March 31, 2026 and 2025.

Gain (Loss) From Foreign Currency Transactions

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Dollars are in a net asset position.

For the three and nine months ended September 30, 2025, the gain (loss) from foreign currency transactions was $0.1 million and $(5.4) million, respectively.

The gain (loss) was primarily driven by fluctuations in the Euro, Chilean Peso and U.S.

Dollar exchange rates.

For the three and nine months ended September 30, 2024, the loss from foreign currency transactions was $2.2 million and $1.5 million, respectively.

The losses incurred during the three and nine months ended September 30, 2024 were primarily driven by fluctuations in the Euro, Chilean Peso, Brazilian Real, and U.S.

Dollar exchange rates.

For the three months ended March 31, 2026, the gain from foreign currency transactions was $1.2 million.

The gain was primarily driven by fluctuations in the Chilean Peso against the U.S.

Dollar and the Brazilian Real and the U.S.

Dollar against the Euro.

For the three months ended March 31, 2025, the loss from foreign currency transactions was $1.7 million.

The loss was primarily driven by fluctuations in the Chilean Peso against the U.S.

Dollar and the U.S.

Dollar against the Euro.

Interest Expense, Net

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Interest income primarily consists of interest earned from our cash and cash equivalent balances.

Interest expense primarily relates to interest and amortization of debt issuance costs under our Credit Agreement, our Prior Credit Agreement and our finance leases.

We incurred interest expense, net of $1.7 million and $0.4 million during the three months ended September 30, 2025 and 2024, respectively, and $5.0 million and $1.4 million during the nine months ended September 30, 2025 and 2024, respectively.

The increase in interest expense, net for the three and nine months ended September 30, 2025 as compared to 2024 was primarily due to the increase in debt balance related to the Credit Agreement executed on December 31, 2024.

For additional information, refer to Footnote 6 , Debt.

Income Tax Benefit (Provision)

Interest expense primarily relates to interest and amortization of debt issuance costs under our Credit Agreement and our finance leases.

We incurred interest expense, net of $1.8 million during the three months ended March 31, 2026 and 2025.

Loss on Partial Extinguishment of Debt

During the three months ended March 31, 2026, we recognized a $0.4 million loss on partial extinguishment of debt in connection with the prepayment of $5.0 million of Term Loan principal.

Income Tax (Provision) Benefit

A valuation allowance has been established against our net U.S.

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deferred taxes for tax deductible goodwill and other indefinite-lived liabilities.

For the three months ended September 30, 2025 and 2024, we recorded an income tax benefit of $0.3 million and $1.6 million, respectively, resulting in effective tax rates of 219.0% and 2.6%, respectively.

For the nine months ended September 30, 2025 and 2024, we recorded an income tax provision of $0.6 million and an income tax benefit of $2.3 million, respectively, resulting in effective tax rates of 4.6% and 3.5%, respectively.

For the three months ended March 31, 2026 and 2025, we recorded an income tax provision of $0.9 million and an income tax benefit of $1.6 million, respectively, resulting in effective tax rates of 15.9% and 28.3%, respectively.

These effective tax rates differ from the U.S.

federal statutory rate primarily due to the effects of certain permanent items, foreign tax rate differences, changes in the valuation allowance against our domestic deferred tax assets and deferred tax expense resulting from amortization of tax-deductible goodwill.

The difference in income tax benefit or provision during the three and nine months ended September 30, 2025 as compared to 2024 is primarily due to different levels of income or loss in the respective periods, the discrete income tax benefit of $0.3 million related to the true-up of a deferred tax liability recorded in the three and nine months ended September 30, 2025, and the discrete tax benefit of $1.8 million related to the impairment of goodwill recorded in the three and nine months ended September 30, 2024.

Liquidity and Capital Resources

The following table summarizes our cash flows for each of the periods identified:

Nine Months Ended September 30,

Three Months Ended March 31,

(In thousands) 2026 2025

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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

Our principal uses of cash consist of cash paid for data, payroll and other operating expenses;

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and service of our debt and lease facilities.

As of September 30, 2025, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $29.9 million, including $3.2 million in restricted cash (primarily related to letters of credit);

As of March 31, 2026, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $25.1 million, including $3.0 million in restricted cash (primarily related to letters of credit);

cash flows from our operations;

and amounts available to us under our Credit Agreement, as described below.

We had outstanding letters of credit of $2.8 million as of September 30, 2025.

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

Under the 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.

As of September 30, 2025, accrued dividends for the Preferred Stock totaled $22.9 million.

On December 31, 2024, we entered into the Credit Agreement with Blue Torch Finance LLC.

The Credit Agreement has a term of four years and matures in December 2028.

The Credit Agreement provides a borrowing capacity of $60.0 million consisting of a $45.0 million term loan that was fully funded at closing (the "Term Loan") and a $15.0 million revolving credit facility that was unfunded at closing (the "Revolving Facility").

Initial proceeds from the Term Loan were used to resolve our aged accounts payable, cash collateralize our outstanding letters of credit, pay transaction fees and expenses, and strengthen our cash position.

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

On July 24, 2024, we issued 13.3 million additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay accrued dividends to such holders for 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 us, including that they accrue annual dividends at a rate of 7.5% per annum, subject to increase under certain circumstances (including in connection with the dividend waivers described above).

Under the Credit Agreement, we are prohibited from paying cash dividends to the holders of Preferred Stock prior to April 1, 2026.

On and after April 1, 2026, the Credit Agreement imposes certain limitations on cash dividends, including a heightened liquidity requirement.

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

We had outstanding letters of credit of $2.7 million as of March 31, 2026.

On March 30, 2026, we voluntarily prepaid $5.0 million of principal outstanding under our term loan with Blue Torch Finance LLC (the "Term Loan").

In connection with the prepayment, we recognized a $0.4 million loss on partial extinguishment of debt during the three months ended March 31, 2026.

The loss represents the pro rata portion of the unamortized debt discount and debt issuance costs, along with the prepayment premium.

For additional information, refer to Footnote 5 , Debt .

Macroeconomic Factors

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

Recent developments in U.S.

Recent geopolitical conflicts and developments in U.S.

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

These declines have had a direct impact on demand for our products, particularly those that are tied to advertising spend.

We expect that softness in the advertising market will continue to affect our business through the end of 2025 and into 2026.

These delays and declines have had a direct impact on demand for our products, particularly those that are tied to advertising spend.

We expect that softness in the advertising market will continue to affect our business in 2026.

Although we cannot quantify the impact of macroeconomic factors on our future results, any worsening of ad market conditions could negatively impact our financial position and liquidity.

Preferred Stock

On March 10, 2021, we issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million.

On March 10, 2021, we issued 82,527,609 shares of Series B Preferred Stock in exchange for gross cash proceeds of $204.0 million.

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

Shares of Preferred Stock are convertible into Common Stock as described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

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 and subject to increase under certain specified circumstances (including in connection with the dividend waivers described in this section).

In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 5 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing.

At an annual meeting held on June 15, 2023, our 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 us on that date.

Shares of Series B Preferred Stock were convertible into Common Stock as described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

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 and subject to increase under certain specified circumstances (including in connection with the dividend waivers described below).

In addition, such holders were entitled to request, and we would have had to take all actions reasonably necessary to pay, a one-time special dividend on the Series B Preferred Stock equal to the highest dividend that our Board of Directors determined could be paid at the applicable time (or a lesser amount agreed by the holders).

At an annual meeting held on June 15, 2023, our 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 us on that date.

Upon receipt of the waivers, our Board elected to defer the June 2023 payment.

Under the 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 our Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023.

Under these 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.

Under the waivers and the Certificate of Designations of Series B Preferred Stock, 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 our Series B Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023.

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

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

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

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

On July 24, 2024, we issued 13,257,294 additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay the deferred dividends described above, which totaled $32.8 million on the issuance date.

On the date of issuance, the additional shares of Preferred Stock were convertible into 662,862 shares of our 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, 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, we also entered into an amendment to the Stockholders Agreement with the holders of Preferred Stock.

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.

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

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

Any payment of dividends (annual or special) in the form of cash could significantly impact our financial position and liquidity.

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

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

On July 24, 2024, we issued 13,257,294 additional shares of Series B Preferred Stock to the Investors in exchange for cancellation of our obligation to pay the deferred dividends described above, which totaled $32.8 million on the issuance date.

On the date of issuance, the additional shares of Series B Preferred Stock were convertible into 662,862 shares of our 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, 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, we also entered into an amendment to the prior stockholders agreement with the holders of Series B Preferred Stock.

Among other things, the amendment reduced the $100.0 million special dividend threshold set forth in the prior 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 June 24, 2025, each holder of our Series B Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable by us on that date.

Under the waivers and the Certificate of Designations of Series B Preferred Stock, 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 (as defined below).

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

Holders of Series C Preferred Stock are entitled to convert the Series C Preferred Stock into shares of Common Stock and to vote as a single class with the holders of Common Stock as set forth in the Certificate of Designations of Series C Preferred Stock.

Additionally, as part of the Recapitalization, we agreed to a fixed cash payment of $2.0 million to each of the Investors on June 30, 2028, regardless of whether the Investors continue to own any of our securities on the payment date.

The Recapitalization resulted in the retirement of all shares of Series B Preferred Stock and the elimination of related annual and special dividend rights.

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

As of March 31, 2026, no shares of Series C Preferred Stock had been converted into Common Stock.

Secured Credit Agreement

On December 31, 2024, we entered into the Credit Agreement with Blue Torch Finance LLC.

On December 31, 2024, we entered into a senior secured financing agreement (the "Credit Agreement") with Blue Torch Finance LLC.

The Credit Agreement has a term of four years and matures in December 2028.

The Credit Agreement provides a borrowing capacity of $60.0 million consisting of the $45.0 million Term Loan and the $15.0 million Revolving Facility.

As of September 30, 2025, the interest rate for the Term Loan was 11.26% based on the Adjusted Term SOFR rate, as defined in the Credit Agreement.

The Credit Agreement provides a borrowing capacity of $60.0 million consisting of the $45.0 million Term Loan and a $15.0 million revolving credit facility (the "Revolving Facility").

As of March 31, 2026, the interest rate for the Term Loan was 10.96% based on the Adjusted Term SOFR rate, as defined in the Credit Agreement.

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

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

Additionally, beginning with the fiscal year ending December 31, 2025, we may be required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages.

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

Certain payments may be subject to prepayment premiums.

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

With respect to dividends, 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, including a heightened Liquidity requirement, on and after that date.

As of September 30, 2025, we were in compliance with our covenants under the Credit Agreement.

As of September 30, 2025, we had $44.7 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million.

On March 30, 2026, we and Blue Torch Finance LLC 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, including that our Senior Leverage Ratio for that test period did not exceed 3.25:1.00.

As of March 31, 2026, we were in compliance with our covenants under the Credit Agreement and the Limited Consent.

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

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

As of March 31, 2026, we had $39.0 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million.

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

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Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as:

depreciation, unrealized foreign currency loss (gain), stock-based compensation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use and long-lived assets and goodwill, and deferred tax provision (benefit).

Net cash provided by operating activities for the nine months ended September 30, 2025 was $19.5 million compared to $28.1 million for the nine months ended September 30, 2024.

The decrease in cash provided by operating activities was primarily attributable to a net decrease in cash generated from working capital due to improved timing of the settlement of accounts payable and an increase in interest payments due to the increase in debt balance related to the Credit Agreement executed on December 31, 2024.

depreciation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, stock-based compensation, unrealized foreign currency loss (gain), loss on partial extinguishment of debt and deferred tax provision (benefit).

Net cash provided by operating activities for the three months ended March 31, 2026 was $12.5 million compared to $9.1 million for the three months ended March 31, 2025.

The increase in cash provided by operating activities was primarily attributable to a net increase in cash generated from operating assets and liabilities, with $9.0 million of cash provided for the three months ended March 31, 2026 as compared to $4.2 million generated for the three months ended March 31, 2025.

This increase was primarily due to lower vendor payments and prepayments of expenses, partially offset by lower cash receipts from customers in Q1 2026 compared to the prior year.

Investing Activities

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The extent of these investments will be affected by our ability to expand relationships with existing customers, grow our customer base and introduce new digital formats, as well as constraints on cash expenditures due to our financial position and the current economic environment.

Net cash used in investing activities for the nine months ended September 30, 2025 was $17.4 million compared to $18.8 million for the nine months ended September 30, 2024.

The decrease in cash used in investing activities was primarily due to a decrease in cash paid for capitalized internally developed software.

Net cash used in investing activities for the three months ended March 31, 2026 was $5.9 million compared to $5.7 million for the three months ended March 31, 2025.

The increase in cash used in investing activities was primarily due to an increase in cash paid for capitalized internally developed software.

Financing Activities

Net cash used in financing activities during the nine months ended September 30, 2025 was $6.5 million compared to $12.1 million during the nine months ended September 30, 2024.

The decrease in cash used in financing activities was primarily due to the repayment of $6.0 million of the principal amount outstanding under the Prior Credit Agreement in 2024, in addition to lower contingent consideration for the Shareablee acquisition paid in 2025 compared to 2024.

The decrease was partially offset by principal payments on insurance financing during the nine months ended September 30, 2025.

Net cash used in financing activities during the three months ended March 31, 2026 was $8.1 million compared to $3.0 million during the three months ended March 31, 2025.

The increase in cash used in financing activities was primarily related to the voluntary prepayment of $5.0 million of our outstanding Term Loan and the payment of issuance costs related to the Recapitalization.

The increase was partially offset by the third and final installment of the contingent consideration for the Shareablee acquisition paid during the three months ended March 31, 2025.

Contractual Payment Obligations

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We have data licensing agreements with a number of MVPDs and other providers for set-top box and connected TV 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 TV data agreements are $104.5 million and $25.2 million, respectively.

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

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 TV data agreements are $91.8 million and $20.2 million, respectively.

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

We have both operating and financing leases related to corporate office space and equipment.

Our leases have remaining terms from less than one year to five years.

As of September 30, 2025, the total fixed payment obligation related to these agreements is $25.9 million.

We have an agreement for cloud-based data storage and bandwidth to help process and store our data.

The remaining term for this agreement is less than one year.

As of September 30, 2025, the total fixed payment obligation related to this agreement is $2.5 million.

Our leases have remaining terms from less than one year to four years.

As of March 31, 2026, the total fixed payment obligation related to these agreements is $18.9 million.

In 2025, we amended an agreement for cloud-based data storage and bandwidth services to help process and store our data, extending the term through 2028.

The remaining term for this agreement is less than three years.

As of March 31, 2026, the total fixed payment obligation related to this agreement is $53.0 million.

Future Capital Requirements

Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors, including the timing of cash collections from our customers, data costs and other trade payables, service of our debt and lease facilities, dividend payment obligations, and expenses from ongoing compliance efforts and legal matters.

Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors, including the timing of cash collections from our customers, data costs and other trade payables, service of our debt and lease facilities, and expenses from ongoing compliance efforts, legal matters, and strategic transactions.

To the extent that our existing cash, cash equivalents and operating cash flow, together with savings from cost-reduction initiatives undertaken by our management and amounts available to us under the Revolving Facility, are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity or debt financing.

We may also be required to prepay or refinance our Credit Agreement or raise additional funds in order to pay dividends to holders of our Preferred Stock, as described above.

We may also be required to (or choose to) prepay or refinance our Credit Agreement, including to maintain compliance with our financial covenants.

Our history of net losses, as well as disruption and volatility in global capital and credit markets, could impact our ability to access capital resources on terms acceptable to us or at all.

If we issue additional equity securities in order to raise additional funds, pay dividends or for other purposes, further dilution to existing stockholders may occur.

If we issue additional equity securities in order to raise additional funds or for other purposes, further dilution to existing stockholders may occur.

Critical Accounting Estimates

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These estimates and assumptions involve significant judgments and uncertainties, and actual results in these areas could differ from our estimates.

Refer to Fo ot note 2 , Summary of Significant Accounting Policies , for further information on our most significant accounting policies.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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 2. Management’s Discussion and Analysis