What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 215 added, 131 removed, 477 unchanged (42% of the section changed)

2 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

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

35 unchanged sentences

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)

12,670,863 shares authorized, issued and outstanding as of June 30, 2026 and December 31, 2025;

aggregate liquidation preference of $ 183,728 as of June 30, 2026 and December 31, 2025 (related parties)

89,654 89,722

1 unchanged sentence

Preferred stock, $ 0.001 par value;

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

1,329,137 shares authorized as of June 30, 2026 and December 31, 2025;

no shares issued or outstanding as of June 30, 2026 or December 31, 2025

Common stock, $ 0.001 par value;

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

46,000,000 shares authorized as of June 30, 2026 and December 31, 2025;

15,522,565 shares issued and 15,184,326 shares outstanding as of June 30, 2026, and 15,214,378 shares issued and 14,876,139 shares outstanding as of December 31, 2025

Additional paid-in capital 1,783,261 1,781,265

1 unchanged sentence

Accumulated deficit ( 1,451,028 ) ( 1,429,995 )

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

Treasury stock, at cost, 338,239 shares as of June 30, 2026 and December 31, 2025

( 229,984 ) ( 229,984 )

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

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

5 unchanged sentences

Research and development (2) (3)

7,154 7,804 14,940 15,922

General and administrative (2) (3)

1 unchanged sentence

Amortization of intangible assets 632 632 1,264 1,264

Loss on divestiture of business, net 2,682 — 2,682 —

Total expenses from operations 91,226 91,070 181,068 178,845

1 unchanged sentence

Gain (loss) from foreign currency transactions 520 ( 3,803 ) 1,760 ( 5,546 )

Other income, net 417 — 417 —

Interest expense, net ( 1,021 ) ( 1,553 ) ( 2,771 ) ( 3,311 )

Loss on partial extinguishment of debt ( 362 ) —

Loss on extinguishment of debt ( 3,608 ) — ( 3,970 ) —

Loss before income taxes ( 15,672 ) ( 7,037 ) ( 21,064 ) ( 12,604 )

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

Income tax benefit (provision) 887 ( 2,455 ) 31 ( 881 )

Net loss $ ( 14,785 ) $ ( 9,492 ) $ ( 21,033 ) $ ( 13,485 )

2 unchanged sentences

Convertible redeemable preferred stock dividends (1)

— ( 4,494 ) — ( 8,933 )

Total net loss available to common stockholders $ ( 14,785 ) $ ( 13,986 ) $ ( 21,033 ) $ ( 22,418 )

10 unchanged sentences

Refer to Footnote 10 , Related Party Transactions.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revenues $ 501 $ 2,285 $ 1,002 $ 4,889

2 unchanged sentences

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

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

Three Months Ended March 31,

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

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Cost of revenues $ ( 144 ) $ 399 $ 70 $ 561

2 unchanged sentences

General and administrative 186 727 499 1,082

Total stock-based compensation expense $ 825 $ 738

Total stock-based compensation (benefit) expense $ ( 89 ) $ 1,748 $ 736 $ 2,486

See accompanying Notes to Condensed Consolidated Financial Statements.

17 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 — — — — — — ( 14,785 ) — ( 14,785 )

Restricted stock units distributed — — 161,821 — — — — — —

Payments for taxes related to net share settlement of equity awards — — ( 1,009 ) — ( 8 ) — — — ( 8 )

Amortization of stock-based compensation — — — — 260 — — — 260

Foreign currency translation adjustment — — — — — ( 548 ) — — ( 548 )

Reclassifications due to business divestiture — — — — — ( 445 ) — — ( 445 )

Balance as of June 30, 2026 12,670,863 $ 89,654 15,184,326 $ 15 $ 1,783,261 $ ( 12,796 ) $ ( 1,451,028 ) $ ( 229,984 ) $ 89,468

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

14 unchanged sentences

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

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

Series B 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 )

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

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2026 2025

3 unchanged sentences

Depreciation 11,749 11,674

Non-cash loss on extinguishment of debt 3,477 —

Non-cash operating lease expense 2,249 2,500

Amortization expense of finance leases 1,838 1,857

Stock-based compensation expense 825 738

Amortization of intangible assets 1,264 1,264

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

Non-cash loss on partial extinguishment of debt 312 —

Stock-based compensation expense 736 2,486

Gain on divestiture of business ( 1,178 ) —

Deferred tax (benefit) provision ( 1,208 ) 538

Unrealized foreign currency gain ( 2,272 ) —

8 unchanged sentences

Investing activities :

Capitalized internal-use software costs ( 5,855 ) ( 5,272 )

Proceeds from divestiture of business, net of cash transferred 55,740 —

Purchases of property and equipment ( 608 ) ( 524 )

Net cash used in investing activities ( 5,931 ) ( 5,651 )

Capitalized internal-use software costs ( 11,674 ) ( 10,868 )

Net cash provided by (used in) investing activities 43,458 ( 11,392 )

Financing activities :

1 unchanged sentence

Principal payments on finance leases ( 1,977 ) ( 1,609 )

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

Principal payments on insurance financing ( 1,293 ) ( 1,321 )

Payment of preferred stock and common stock issuance costs ( 1,219 ) —

Contingent consideration payment at initial value — ( 859 )

3 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 12 ) 2,032

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

Net increase (decrease) in cash, cash equivalents and restricted cash 1,947 ( 3,942 )

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

Cash, cash equivalents and restricted cash at end of period $ 28,747 $ 29,526

As of March 31,

As of June 30,

Cash and cash equivalents $ 25,707 $ 25,993

1 unchanged sentence

Total cash, cash equivalents and restricted cash $ 28,747 $ 29,526

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental cash flow disclosure:

1 unchanged sentence

Supplemental disclosures of non-cash investing and financing activities :

Divestiture escrow receivables and post-close adjustment receivable $ 4,844 $ —

Settlement of restricted stock unit liability 1,586 314

Modification of operating right-of-use assets 1,136 —

Change in accounts payable and accrued expenses related to capital expenditures 793 898

Series B convertible redeemable preferred stock dividends accrued but not yet paid (related parties) — 8,933

Right-of-use assets obtained in exchange for finance lease liabilities — 619

See accompanying Notes to Condensed Consolidated Financial Statements.

12 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 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.

The Condensed Consolidated Results of Operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be anticipated for the entire year ending December 31, 2026 or thereafter.

All references to June 30, 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

1 unchanged sentence

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.

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), the calculation of the gain (loss) on divestiture of the Movies Business (as defined below) until post-closing adjustments are finalized, 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.

8 unchanged sentences

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).

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.

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 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.

5 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 March 31, 2026 because a deemed liquidation event is not considered probable.

The Preferred Stock has not been adjusted to its redemption amount as of June 30, 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).

3 unchanged sentences

Debt issuance costs include expenditures necessary to obtain debt financing and are amortized on a straight-line basis, which approximates the effective interest method over the term of the underlying debt instrument.

Debt issuance costs, except for costs associated with the Revolving Facility (as defined below), are presented as a direct deduction from the related debt liability in the Condensed Consolidated Balance Sheets.

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

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

Loss on Partial Extinguishment of Debt

Debt issuance costs, except for costs associated with the Revolving Facility (as defined below), were presented as a direct deduction from the related debt liability in the Condensed Consolidated Balance Sheets.

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

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

Loss on 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.

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

Upon an extinguishment of debt, the Company derecognizes the carrying amount of the extinguished portion of the debt, including any associated unamortized debt discount and debt issuance costs.

The loss on the extinguishment of debt represents the difference between the carrying value of the debt and any consideration paid to the creditors and is recognized in the Condensed Consolidated Statement of Operations and Comprehensive Loss in the period in which the repayment occurred.

Loss Per Share

8 unchanged sentences

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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Series C convertible preferred stock (1)

12,670,863 — 12,670,863 —

Stock options and restricted stock units 563,799 294,230 419,572 313,021

Series B convertible preferred stock (2)

— 5,060,311 — 4,970,516

Total 13,234,662 5,354,541 13,090,435 5,283,537

13 unchanged sentences

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 March 31, 2026

Accounting Guidance Issued But Not Adopted at June 30, 2026

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

18 unchanged sentences

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

Divestiture of Movies Business

On May 27, 2026 (the "Closing Date"), the Company entered into and closed an Equity Purchase Agreement (the "Purchase Agreement") with an affiliate of Advaya Capital, Flix Buyer Inc.

(the "Purchaser"), pursuant to which the Company sold its box office measurement, reporting and analytics business and its Hollywood Software business (collectively, the "Movies Business"), including 100 % of the interests of Rentrak, LLC, an Oregon limited liability company and wholly owned subsidiary of the Company, to the Purchaser for an aggregate base purchase price of $ 70.0 million in cash, subject to customary adjustments and other terms set forth in the Purchase Agreement (the "Movies Transaction").

The adjustments primarily related to cash, working capital balances, indebtedness and other items as defined in the Purchase Agreement.

As of June 30, 2026, the estimated adjustments included within the purchase price consideration totaled $ 7.0 million.

However, the final resolution of these adjustments may result in an increase or decrease in the total purchase price consideration for the Movies Transaction.

The sale of the Movies Business did not represent a strategic shift that would have a major effect on the Company's operations and financial results in accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, and therefore it is not reported as discontinued operations.

The results of operations of the Movies Business through the Closing Date are included within continuing operations in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss.

On the Closing Date, the Company received initial cash consideration of $ 58.2 million, which represented the base purchase price net of $ 7.8 million of estimated adjustments and $ 4.0 million related to a purchase-price escrow for post-closing adjustments and an indemnification escrow for indemnification obligations as required by the Purchase Agreement.

The purchase-price escrow of $ 1.5 million is classified within prepaid expenses and other current assets and the indemnification escrow of $ 2.5 million is classified within other non-current assets on the Condensed Consolidated Balance Sheet as of June 30, 2026.

As of June 30, 2026, the Company had not recognized any liabilities related to the purchase-price escrow or indemnification escrow, and the full amounts were included within consideration to be received.

The Company recognized a loss on divestiture of $ 2.7 million, including direct costs to sell, for the three and six months ended June 30, 2026 in its Condensed Consolidated Statements of Operations and Comprehensive Loss.

Other transaction costs that are not presented within loss on divestiture of business, net are presented in general and administrative expense in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

For the three and six months ended June 30, 2026, other transaction costs were $ 1.7 million and $ 2.2 million, respectively.

The table below summarizes the calculation of the pre-tax loss on divestiture of business, net:

(In thousands)

Purchase price consideration $ 63,014

Net assets divested (1)

Accumulated other comprehensive loss 445

Pre-tax gain on divestiture of business 1,178

Direct costs to sell ( 3,860 )

Pre-tax loss on divestiture of business, net $ ( 2,682 )

(1) The carrying value of net assets sold included goodwill of $ 62.6 million, which was allocated based on the relative fair value of the Movies Business in comparison to the fair value of the Company's total reporting unit.

Immediately following the divestiture, the Company performed a quantitative impairment test of the Company's remaining goodwill.

The estimated fair value of the reporting unit was above the carrying amount, therefore no goodwill impairment was recognized.

Refer to Foo tnote 5 , Goodwill for additional information.

Under the terms of certain transition services agreements with affiliates of the Purchaser (the "TSAs"), the Company is obligated to provide certain administrative and operational services for up to nine months from the Closing Date, with optional three-month renewal periods for certain services.

The Company recognized income of $ 0.4 million for fees associated with the TSAs within other income, net for the three and six months ended June 30, 2026 in its Condensed Consolidated Statements of Operations and Comprehensive Loss.

Revenue Recognition

2 unchanged sentences

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

(In thousands) Three Months Ended March 31,

(In thousands) Three Months Ended June 30, Six Months Ended June 30,

By solution group:

2026 2025 2026 2025

Content & Ad Measurement

6 unchanged sentences

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

(In thousands) Three Months Ended March 31,

(In thousands) Three Months Ended June 30, Six Months Ended June 30,

By geographical market:

2026 2025 2026 2025

United States $ 69,630 $ 79,146 $ 144,772 $ 155,554

10 unchanged sentences

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

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

(In thousands) June 30, 2026 December 31, 2025

Accounts receivable, net $ 44,078 $ 57,260

4 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2026 2025

2 unchanged sentences

Remaining Performance Obligations

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.

As of June 30, 2026, approximately $ 150 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 36 % of these remaining performance obligations during the remainder of 2026, approximately 45 % in 2027, and approximately 12 % in 2028, with the remainder recognized thereafter.

On May 27, 2026, the Company completed the sale of its Movies Business as further described in Footnote 3 , Divestiture of Movies Business.

Following the divestiture, the Company evaluated the retained portion of the reporting unit for impairment in accordance with ASC 360, Property, Plant and Equipment .

As part of this evaluation, the Company performed a quantitative impairment test.

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

The Company's remaining reporting unit passed the goodwill impairment test and as a result, no goodwill impairment was recognized.

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

(In thousands)

Balance as of December 31, 2024 (1)

Translation adjustments 2,626

Balance as of December 31, 2025

Divestiture of Movies Business (2)

Translation adjustments ( 653 )

Balance as of June 30, 2026 $ 185,347

(1) Goodwill balance is net of an accumulated impairment charge of $ 411.8 million as of December 31, 2024.

(2) Represents goodwill allocated to the Movies Business in connection with the divestiture.

Refer to Footnote 3 , Divestiture of Movies Business for additional information.

Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit)

22 unchanged sentences

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.

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.

18 unchanged sentences

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.

1 unchanged sentence

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

On the Recapitalization 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 Recapitalization 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.

1 unchanged sentence

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.

As of June 30, 2026, each share of Preferred Stock was convertible into one share of Common Stock, and no shares had been converted.

Secured Credit Agreement

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

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

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

Borrowings under the Credit Agreement are made at the Adjusted Term SOFR rate or the Reference Rate (each as defined in the Credit Agreement) and bear interest at a rate per annum equal to (i) the Adjusted Term SOFR rate, subject to a 3.0 % floor, plus an applicable margin of 7.0 % or (ii) the Reference Rate, subject to a 4.0 % floor, plus an applicable margin of 6.0 %.

The Credit Agreement also provides for an unused commitment fee equal to 1.0 % per annum of the unused Revolving Facility commitments.

To the extent that an event of default exists and is continuing, at the election of the Agent, all amounts outstanding under the Credit Agreement will bear interest at 2.0 % per annum above the rate and margin otherwise applicable thereto.

The Company elected the Adjusted Term SOFR rate for the Term Loan as of December 31, 2024 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.

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:

The Credit Agreement had a term of four years and was originally scheduled to mature in December 2028.

As described below, the Credit Agreement was terminated on May 27, 2026.

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

Borrowings under the Credit Agreement were made at the Adjusted Term SOFR rate or the Reference Rate (each as defined in the Credit Agreement) and bore interest at a rate per annum equal to (i) the Adjusted Term SOFR rate, subject to a 3.0 % floor, plus an applicable margin of 7.0 % or (ii) the Reference Rate, subject to a 4.0 % floor, plus an applicable margin of 6.0 %.

The Credit Agreement also provided for an unused commitment fee equal to 1.0 % per annum of the unused Revolving Facility commitments.

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

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

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

Treasury notes yield, (ii) with respect to any such payment occurring after the first anniversary and on or before the second anniversary of the closing date, a 1.0 % prepayment premium, and (iii) with respect to any such payment occurring after the second anniversary of the closing date, no prepayment premium.

The loans are required to be prepaid from time to time with the net cash proceeds of certain debt incurrences, equity issuances, asset sales and other dispositions, insurance and condemnation proceeds, tax refunds and other extraordinary receipts (subject to certain thresholds, exceptions and reinvestment rights).

Additionally, beginning with the fiscal year ending December 31, 2025, the Company is required to prepay the loans annually with Excess Cash Flow at the following percentages:

(i) if the Total Leverage Ratio (as defined in the Credit Agreement) is greater than 2.25 :1.00, 75 % of Excess Cash Flow, (ii) if the Total Leverage Ratio is equal to or less than 2.25 :1.00 but greater than 1.75 :1.00, 50 % of Excess Cash Flow, (iii) if the Total Leverage Ratio is equal to or less than 1.75 :1.00 but greater than 1.25 :1.00, 25 % of Excess Cash Flow, and (iv) if the Total Leverage Ratio is equal to or less than 1.25 :1.00, 0 % of Excess Cash Flow.

The Credit Agreement also contains the following financial covenants:

The loans were required to be prepaid from time to time with the net cash proceeds of certain debt incurrences, equity issuances, asset sales and other dispositions, insurance and condemnation proceeds, tax refunds and other extraordinary receipts (subject to certain thresholds, exceptions and reinvestment rights).

Additionally, beginning with the fiscal year ending December 31, 2025, the Company was required to prepay the loans annually with Excess Cash Flow at the following percentages:

(i) if the Total Leverage Ratio (as defined in the Credit Agreement) was greater than 2.25 :1.00, 75 % of Excess Cash Flow, (ii) if the Total Leverage Ratio was equal to or less than 2.25 :1.00 but greater than 1.75 :1.00, 50 % of Excess Cash Flow, (iii) if the Total Leverage Ratio was equal to or less than 1.75 :1.00 but greater than 1.25 :1.00, 25 % of Excess Cash Flow, and (iv) if the Total Leverage Ratio was equal to or less than 1.25 :1.00, 0 % of Excess Cash Flow.

The Credit Agreement also contained the following financial covenants:

• a maximum Senior Leverage Ratio (as defined in the Credit Agreement) for the most recently ended four fiscal quarter period, not to exceed the level set forth in the Credit Agreement for the last day of such period, starting with the fiscal quarter ending March 31, 2025;

• minimum Liquidity (as defined in the Credit Agreement) of $ 10.0 million at all times.

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

Additionally, the Credit Agreement contained restrictive covenants that limited 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.

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.

If an event of default occurs and is continuing, the Agent or the Required Lenders (as defined in the Credit Agreement) may accelerate any amounts outstanding and terminate lender commitments.

The Credit Agreement is guaranteed by the Company and certain of its domestic subsidiaries and is secured by a first lien security interest in substantially all assets of the Company and such subsidiaries, as set forth in a pledge and security agreement dated December 31, 2024 among the Company, the guarantor subsidiaries and the Agent.

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

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

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

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

If an event of default occurred and was continuing, the Agent or the Required Lenders (as defined in the Credit Agreement) could accelerate any amounts outstanding and terminate lender commitments.

The Credit Agreement was guaranteed by the Company and certain of its domestic subsidiaries and was secured by a first

lien security interest in substantially all assets of the Company and such subsidiaries, as set forth in a pledge and security agreement dated December 31, 2024 among the Company, the guarantor subsidiaries and the Agent.

The Term Loan was 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 were 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 %.

2 unchanged sentences

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

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

The change in control feature is not recorded on the Condensed Consolidated Balance Sheet as of 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 Company reassessed whether a change in control was considered probable as of each reporting date.

On March 30, 2026, the Company voluntarily prepaid $ 5.0 million of outstanding principal 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

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 extinguishment of debt in the Condensed Consolidated Statement of Operations and Comprehensive Loss.

The total loss on 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 was 13.92 %.

On May 27, 2026, the Company used a portion of the proceeds from the Movies Transaction to repay in full all outstanding obligations under the Credit Agreement.

The repayment totaled $ 40.1 million and included (i) $ 39.0 million of principal outstanding under the Term Loan at the date of repayment, (ii) $ 0.7 million of accrued interest through the date of repayment and (iii) $ 0.4 million of prepayment premium.

The repayment resulted in the termination of the Credit Agreement and all related loan documents, including the lenders' commitments thereunder and all related guarantees, liens and security interests.

The Company recorded a loss on extinguishment of debt of $ 3.6 million for the three and six months ended June 30, 2026, which included the write-off of $ 2.3 million of unamortized debt discount and debt issuance costs related to the Term Loan, $ 0.8 million of unamortized debt issuance costs related to the Revolving Facility, and $ 0.4 million of a prepayment premium.

The Company's total debt obligation under the Credit Agreement as of December 31, 2025 was as follows:

(In thousands) December 31, 2025

Secured term loan $ 45,000

1 unchanged sentence

Principal payments ( 450 )

( 6,013 ) ( 450 )

$ 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)

2026 (remaining)

Total $ 38,987

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

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

Fair Value Measurements

3 unchanged sentences

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 Company used a binomial lattice model to determine the fair value of the Preferred Stock at the Recapitalization 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) March 31, 2026 December 31, 2025

(In thousands) June 30, 2026 December 31, 2025

Accrued data costs $ 24,372 $ 26,348

6 unchanged sentences

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.

10 unchanged sentences

For further information, refer to Footnote 6 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .

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.

As of June 30, 2026, Charter, Liberty and Pine each owned 4,223,621 shares of the Company's outstanding Preferred Stock.

Additionally, as of June 30, 2026 (based on public filings), Charter, Liberty and Pine owned 3,295,183 shares, 3,286,825 shares and 3,396,479 shares, respectively, of the Company's outstanding Common Stock.

As of June 30, 2026, the total fixed cash payment to the Preferred Stockholders was measured at its present value of $ 4.8 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 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 DLA has subsequently been amended, including amendments in 2022 and 2024.

Under the current terms of the DLA, fees are based on household counts provided by Charter Operating during the period.

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,

Three Months Ended June 30, Six Months Ended June 30,

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

(In thousands) June 30, 2026 December 31, 2025

Accounts payable $ 3,608 $ —

2 unchanged sentences

Non-current payable to preferred stockholders 1,589 1,486

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

The Company had no other transactions with Pine and Liberty for the three and six months ended June 30, 2026 and 2025.

Transactions with Directors and Officers

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.

The Company had no reportable transactions with affiliates or former affiliates of its directors and officers for the three and six months ended June 30, 2026.

The Company recognized revenues of $ 0.1 million and $ 0.4 million from transactions with affiliates or former affiliates of its directors and officers in the normal course of business during the three and six months ended June 30, 2025, respectively, as reflected in the Condensed Consolidated Statements of Operations and Comprehensive Loss.

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.

As of the Recapitalization Closing Date, 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 Recapitalization Closing Date.

However, during 2025 until the Recapitalization 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 Recapitalization 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

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

(In thousands) Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Revenues $ 1,710 $ 3,512

Cost of revenues 2,210 4,360

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

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

(In thousands) December 31, 2025

6 unchanged sentences

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:

As of June 30, 2026, the total fixed payment obligations related to set-top box and connected television data agreements are $ 83.6 million and $ 18.1 million, respectively.

The information set forth below summarizes the contractual obligations, by year, as of June 30, 2026:

(In thousands)

8 unchanged sentences

In these cases, the Company does not establish a reserve until it can reasonably estimate the loss.

Legal fees related to contingencies are expensed as incurred.

Legal fees related

to contingencies are expensed as incurred.

The outcomes of legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to the Company's operating results and cash flows for a particular period.

5 unchanged sentences

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.

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

On June 30, 2026, the Court granted the Company's motion to dismiss the complaint.

Although the Court granted the plaintiffs leave to amend the complaint, the Company believes that a material loss is not probable or estimable.

State Sales Tax Audit

In January 2025, the Company received an initial audit assessment from the State of Washington Department of Revenue related to an audit of potential sales tax liabilities in Washington for fiscal years 2020 through 2023.

The aggregate assessment calculated by the Department of Revenue, including alleged penalties and interest, was approximately $ 8.0 million.

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

As of 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.

The initial aggregate assessment calculated by the Department of Revenue, including alleged penalties and interest, was approximately $ 8.0 million.

The Company has petitioned for review of the audit assessment and believes, based on discussions with the Department of Revenue, that the final assessment will be significantly lower based on its position that substantially all of its activities are not taxable under the applicable terms of Washington law.

As of June 30, 2026, the Company estimates its potential net liability in this matter as less than $ 0.3 million after offsetting applicable credits.

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 months ended March 31, 2026 and 2025:

Three Months Ended March 31,

The following table presents financial information that is provided to the CODM with respect to the Company's single operating segment for the three and six months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

(In thousands) 2026 2025 2026 2025

9 unchanged sentences

Professional fees (2)

5,349 5,197 10,943 10,087

Facilities & office expense 1,493 2,161 3,294 4,470

7 unchanged sentences

Strategic transaction costs (2)

1,807 — 2,321 —

Foreign currency transactions ( 520 ) 3,803 ( 1,760 ) 5,546

1 unchanged sentence

Taxes ( 887 ) 2,455 ( 31 ) 881

Other 717 345

6,645 364 7,362 709

Net loss $ ( 14,785 ) $ ( 9,492 ) $ ( 21,033 ) $ ( 13,485 )

2 unchanged sentences

Strategic transaction costs represent third-party professional fees and other charges incurred in connection with strategic transactions, including mergers, acquisitions, financings and dispositions, regardless of whether consummated, which the Company otherwise would not have incurred as part of its normal business operations.

(3) Other includes loss on extinguishment of debt and loss on divestiture of business, net as recognized in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, among other items.

Subsequent Events

Realignment Plan

On August 11, 2026, the Company communicated a workforce reduction as part of a broader plan to realign the Company's business, optimize its operations, and invest in long-term growth opportunities.

In addition to employee terminations, the plan is expected to include reductions in other corporate costs, expanded use of offshore support, reallocation of commercial and product development resources, contract modifications, and targeted investments in future growth areas.

The Company may also determine to exit activities in certain geographic regions in order to more effectively align resources with business priorities.

In connection with the realignment plan, which was authorized by the Company's Board of Directors on August 6, 2026, the Company will incur certain exit-related costs.

These costs are currently estimated to range between $ 7 million and $ 9 million, including (1) cash charges of approximately $ 6 million to $ 8 million for severance, termination benefits and related costs for impacted employees;

(2) cash charges of approximately $ 0.5 million to $ 1 million for contract termination fees;

and (3) cash charges of approximately $ 0.5 million to $ 1 million for other associated costs, including legal, consulting and other professional fees.

The Company expects implementation of the plan, including cash payments, to be substantially complete in the third quarter of 2027.

For the six months ended June 30, 2026, the Company experienced an increase in loss from operations and a decrease in net cash provided by operating activities.

Management believes the actions contemplated by the realignment plan, together with other measures the Company is taking to reduce costs and manage working capital, will provide sufficient liquidity for the Company to meet its obligations as they become due for at least one year after these financial statements are issued.

However, if these actions and the Company's cash flow from operations prove

inadequate to satisfy its obligations as they come due, the Company could face substantial liquidity challenges.

Management will continue to actively monitor the Company's liquidity position and will evaluate additional operational and financing initiatives, as appropriate, to further strengthen its financial flexibility and address evolving business conditions.

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