What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-15 · 173 added, 84 removed, 178 unchanged (59% of the section changed)

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We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms.

We create our products using a global data platform that combines information on digital platforms (connected televisions, mobile devices, tablets and computers), televisions, direct to consumer applications, and movie screens with demographics and other descriptive information.

We create our products using a global data platform that combines information on digital platforms (connected televisions, mobile devices, tablets and computers), televisions and direct to consumer applications with demographics and other descriptive information.

We have developed proprietary data science that enables measurement of person-level and household-level audiences, removing duplicated viewing across devices and over time.

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Our ability to unify behavioral and other descriptive data enables us to provide audience ratings, advertising verification and granular consumer segments that describe hundreds of millions of consumers.

Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers.

The platforms we measure include televisions, mobile devices, computers, tablets, CTV devices and movie theaters.

The information we analyze crosses geographies, types of content and activities, including websites, mobile and over-the-top applications, video games, television and movie programming, e-commerce and advertising.

Our customers include digital publishers, television networks, content owners, brand advertisers, agencies and technology providers.

The platforms we measure include televisions, mobile devices, computers, tablets and CTV devices.

The information we analyze crosses geographies, types of content and activities, including websites, mobile and over-the-top applications, video games, television programming, e-commerce and advertising.

Divestiture of Movies Business

On May 27, 2026, we entered into and closed an Equity Purchase Agreement with an affiliate of Advaya Capital, Flix Buyer Inc.

(the "Purchaser"), pursuant to which we sold our box office measurement, reporting and analytics business and our Hollywood Software business (collectively, the "Movies Business") to the Purchaser for an aggregate base purchase price of $70.0 million in cash, subject to customary adjustments and other terms as set forth in the Equity Purchase Agreement (the "Movies Transaction").

Management Changes

Effective May 28, 2026, our Board of Directors appointed Matthew McLaughlin as our Chief Executive Officer.

In connection with Mr.

McLaughlin's appointment, our former Chief Executive Officer Jon Carpenter transitioned to a senior advisor position and resigned from the Board of Directors.

Effective June 9, 2026, Greg Dale, our then Chief Operating Officer, departed the Company.

Results of Operations

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Percentages may not add due to rounding.

Three Months Ended March 31,

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

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

2026 2025 2026 2025

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

Revenues $ 79,246 100.0 % $ 89,389 100.0 % $ 164,568 100.0 % $ 175,098 100.0 %

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Amortization of intangible assets 632 0.8 % 632 0.7 % 1,264 0.8 % 1,264 0.7 %

Loss on divestiture of business, net 2,682 3.4 % — — % 2,682 1.6 % — — %

Total expenses from operations 91,226 115.1 % 91,070 101.8 % 181,068 110.0 % 178,845 102.1 %

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Gain (loss) from foreign currency transactions 520 0.7 % (3,803) (4.3) % 1,760 1.1 % (5,546) (3.2) %

Other income, net 417 0.5 % — — % 417 0.3 % — — %

Interest expense, net (1,021) (1.3) % (1,553) (1.7) % (2,771) (1.7) % (3,311) (1.9) %

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

Loss on extinguishment of debt (3,608) (4.6) % — — % (3,970) (2.4) % — — %

Loss before income taxes (15,672) (19.8) % (7,037) (7.9) % (21,064) (12.8) % (12,604) (7.2) %

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

Income tax benefit (provision) 887 1.1 % (2,455) (2.7) % 31 — % (881) (0.5) %

Net loss $ (14,785) (18.7) % $ (9,492) (10.6) % $ (21,033) (12.8) % $ (13,485) (7.7) %

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• Content & Ad Measurement represents the measurement portion of our business - measuring audiences across content and advertisements for linear TV, CTV, desktops, laptops, tablets and mobile devices.

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, and Cross-Platform Campaign Results ("CCR"), along with our subscription-based cross-platform product, Comscore Content Measurement ("CCM").

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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 March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

Revenues for the three months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30,

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

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Total revenues $ 79,246 100.0 % $ 89,389 100.0 % $ (10,143) (11.3) %

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.

Content & Ad Measurement revenue decreased primarily due to a decline in revenue from our Syndicated Audience offerings, driven by the divestiture of the Movies Business, as described in Footnote 3 , Divestiture of Movies Business, and lower renewals and lost business in our TV and syndicated digital products.

Cross-Platform revenue also declined, primarily driven by lower usage in Proximic, partially offset by growth from new business in CCM.

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

Revenues for the six months ended June 30, 2026 and 2025 were as follows:

Six Months Ended June 30,

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

Content & Ad Measurement

Syndicated Audience $ 115,760 70.3 % $ 127,457 72.8 % $ (11,697) (9.2) %

Cross-Platform 25,130 15.3 % 22,462 12.8 % 2,668 11.9 %

Total Content & Ad Measurement 140,890 85.6 % 149,919 85.6 % (9,029) (6.0) %

Research & Insight Solutions 23,678 14.4 % 25,179 14.4 % (1,501) (6.0) %

Total revenues $ 164,568 100.0 % $ 175,098 100.0 % $ (10,530) (6.0) %

Content & Ad Measurement revenue decreased due to a decline in revenue from our Syndicated Audience offerings, primarily related to lower renewals and lost business in our TV and syndicated digital products, along with the divestiture of the Movies Business, as described in Footnote 3 , Divestiture of Movies Business .

This decrease was offset by growth in our Cross-Platform revenue, 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 renewals and lower deliveries of certain custom digital products.

Cost of Revenues

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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 March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

Cost of revenues for the three months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30,

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

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Total cost of revenues $ 50,982 64.3 % $ 53,099 59.4 % $ (2,117) (4.0) %

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.

Employee costs decreased primarily due to the divestiture of the Movies Business and a decrease in stock compensation expense.

Professional fees decreased primarily due to lower consulting fees.

Data costs decreased primarily due to declines in our MVPD costs related to declining household counts.

Cost of revenues for the six months ended June 30, 2026 and 2025 were as follows:

Six Months Ended June 30,

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

$ Change % Change

Data costs $ 33,045 20.2 % $ 34,141 19.4 % $ (1,096) (3.2) %

Employee costs 21,339 13.0 % 21,932 12.5 % (593) (2.7) %

Systems and bandwidth costs 15,032 9.1 % 14,471 8.3 % 561 3.9 %

Lease expense and depreciation 13,831 8.4 % 14,150 8.1 % (319) (2.3) %

Panel costs 7,123 4.3 % 7,099 4.1 % 24 0.3 %

Royalties and resellers 4,981 3.0 % 3,956 2.3 % 1,025 25.9 %

Sample and survey costs 3,076 1.9 % 3,071 1.8 % 5 0.2 %

Technology 2,541 1.5 % 2,359 1.3 % 182 7.7 %

Professional fees 2,338 1.4 % 3,099 1.8 % (761) (24.6) %

Other 664 0.4 % 568 0.3 % 96 16.9 %

Total cost of revenues $ 103,970 63.2 % $ 104,846 59.9 % $ (876) (0.8) %

Data costs decreased primarily due to declines in our MVPD costs related to declining household counts.

Professional fees decreased primarily due to a decrease in consulting fees.

The decreases were partially offset by an increase in royalties and resellers primarily due to increased sales of products for which we pay royalties.

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 March 31, 2026 and 2025 were as follows:

Three Months Ended March 31,

Selling and marketing expenses for the three months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30,

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

Employee costs $ 11,356 14.3 % $ 12,838 14.3 % $ (1,482) (11.5) %

Technology 947 1.1 % 811 0.9 % 136 16.8 %

Professional fees 861 1.1 % 701 0.8 % 160 22.8 %

Technology 830 1.0 % 813 0.9 % 17 2.1 %

Marketing and advertising 791 1.0 % 1,242 1.4 % (451) (36.3) %

Lease expense and depreciation 365 0.5 % 521 0.6 % (156) (29.9) %

Other 575 0.7 % 548 0.6 % 27 4.9 %

Total selling and marketing expenses $ 14,778 18.6 % $ 16,663 18.6 % $ (1,885) (11.3) %

Employee costs decreased primarily due to the divestiture of the Movies Business.

Selling and marketing expenses for the six months ended June 30, 2026 and 2025 were as follows:

Six Months Ended June 30,

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

Employee costs $ 23,911 14.5 % $ 24,465 14.0 % $ (554) (2.3) %

Professional fees 1,787 1.1 % 1,380 0.8 % 407 29.5 %

Technology 1,777 1.1 % 1,624 0.9 % 153 9.4 %

Marketing and advertising 1,157 0.7 % 1,886 1.1 % (729) (38.7) %

Lease expense and depreciation 854 0.5 % 1,078 0.6 % (224) (20.8) %

Other 948 0.6 % 1,033 0.6 % (85) (8.2) %

Total selling and marketing expenses $ 30,434 18.5 % $ 31,466 18.0 % $ (1,032) (3.3) %

Marketing and advertising costs decreased primarily due to fewer marketing events during the six months ended June 30, 2026.

Employee costs decreased primarily due to the divestiture of the Movies Business.

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, 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,

Research and development expenses for the three months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30,

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

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Total research and development expenses $ 7,154 9.0 % $ 7,804 8.7 % $ (650) (8.3) %

Research and development expenses for the six months ended June 30, 2026 and 2025 were as follows:

Six Months Ended June 30,

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

Employee costs $ 11,489 7.0 % $ 12,262 7.0 % $ (773) (6.3) %

Technology 1,551 0.9 % 1,508 0.9 % 43 2.9 %

Professional fees 1,096 0.7 % 1,085 0.6 % 11 1.0 %

Lease expense and depreciation 526 0.3 % 826 0.5 % (300) (36.3) %

Other 278 0.2 % 241 0.1 % 37 15.4 %

Total research and development expenses $ 14,940 9.1 % $ 15,922 9.1 % $ (982) (6.2) %

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, 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,

General and administrative expenses for the three months ended June 30, 2026 and 2025 were as follows:

Three Months Ended June 30,

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

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Total general and administrative expenses $ 14,998 18.9 % $ 12,872 14.4 % $ 2,126 16.5 %

Professional fees increased primarily due to legal and advisory fees related to the divestiture of the Movies Business.

General and administrative expenses for the six months ended June 30, 2026 and 2025 were as follows:

Six Months Ended June 30,

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

Employee costs $ 13,946 8.6 % $ 14,876 8.5 % $ (930) (6.3) %

Professional fees 8,584 5.2 % 6,079 3.5 % 2,505 41.2 %

Technology 1,858 1.1 % 1,705 1.0 % 153 9.0 %

Lease expense and depreciation 394 0.2 % 545 0.3 % (151) (27.7) %

Other 2,996 1.8 % 2,142 1.2 % 854 39.9 %

Total general and administrative expenses $ 27,778 16.9 % $ 25,347 14.5 % $ 2,431 9.6 %

Professional fees increased primarily due to legal and advisory fees related to the divestiture of the Movies Business.

Amortization of Intangible Assets

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.

Amortization of intangible assets was $0.6 million during the three months ended June 30, 2026 and 2025 and $1.3 million during the six months ended June 30, 2026 and 2025.

Loss on Divestiture of Business, Net

During the three and six months ended June 30, 2026, we recognized a $2.7 million loss on divestiture of business, net in connection with the divestiture of the Movies Business.

For additional information, refer to Footnote 3 , Divestiture of Movies Business.

Gain (Loss) From Foreign Currency Transactions

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Dollars are in a net asset position.

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.

For the three and six months ended June 30, 2026, the gain from foreign currency transactions was $0.5 million and $1.8 million, respectively.

The gains were primarily driven by fluctuations in the Euro, Chilean Peso, Mexican Peso and U.S.

Dollar exchange rates.

For the three and six months ended June 30, 2025, the loss from foreign currency transactions was $3.8 million and $5.5 million, respectively.

The losses were primarily driven by fluctuations in the Euro, Chilean Peso and U.S.

Dollar exchange rates.

Other Income, Net

Other income, net represents income and expenses incurred that are generally not recurring in nature or are not part of our regular operations.

Other income, net was $0.4 million during the three and six months ended June 30, 2026, and zero during the three and six months ended June 30, 2025.

The increase in other income, net for the three and six months ended June 30, 2026 as compared to 2025 was primarily driven by income from the transition services agreements, as described in Foo tnote 3 , Divestiture of Movies Business.

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 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

Interest expense primarily relates to interest and amortization of debt issuance costs under our Credit Agreement (as defined below) and our finance leases.

We incurred interest expense, net of $1.0 million and $1.6 million during the three months ended June 30, 2026 and 2025, respectively, and $2.8 million and $3.3 million during the six months ended June 30, 2026 and 2025, respectively.

The decrease in interest expense, net for the three and six months ended June 30, 2026 as compared to 2025 was primarily due to the prepayment of $5.0 million of Term Loan (as defined below) principal in the first quarter and the full repayment of the remaining obligations under the Credit Agreement in the second quarter of 2026.

For additional information, refer to Footnote 7 , Debt.

Loss on Extinguishment of Debt

During the three and six months ended June 30, 2026, we recognized a $3.6 million and $4.0 million loss on extinguishment of debt, respectively.

The loss on extinguishment of debt is related to the prepayment of $5.0 million of Term Loan principal in the first quarter of 2026 and the full repayment of the remaining outstanding obligations under the Credit Agreement in the second quarter of 2026.

For additional information, refer to Footnote 7 , Debt .

Income Tax Benefit (Provision)

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 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.

For the three months ended June 30, 2026 and 2025, we recorded an income tax benefit of $0.9 million and an income tax provision of $2.5 million, respectively, resulting in effective tax rates of 5.7% and 34.9%, respectively.

For the six months ended June 30, 2026 and 2025, we recorded an income tax benefit of $31.0 thousand and an income tax provision of $0.9 million, respectively, resulting in effective tax rates of 0.1% and 7.0%, 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 income tax benefit for the three and six months ended June 30, 2026 also includes a discrete deferred tax benefit of $2.0 million related to the reduction of goodwill as a result of the divestiture of the Movies Business, along with discrete tax expense of $0.6 million related to foreign tax withholding on dividend distributions that were made in connection with the divestiture.

Liquidity and Capital Resources

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

Three Months Ended March 31,

Six Months Ended June 30,

(In thousands) 2026 2025

Net cash provided by operating activities $ 8,041 $ 9,994

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

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

Net cash used in financing activities (49,540) (4,576)

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)

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

payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers;

and service of our debt and lease facilities.

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 $2.7 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.

service of our debt and lease facilities;

and costs related to our recently announced realignment plan (described below).

As of June 30, 2026, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $28.7 million, including $3.0 million in restricted cash (primarily related to letters of credit) and cash flows from our operations.

We had outstanding letters of credit of $2.7 million as of June 30, 2026.

On May 27, 2026, we entered into an Equity Purchase Agreement with the Purchaser, pursuant to which we sold our Movies Business to the Purchaser for an aggregate base purchase price of $70.0 million in cash, subject to customary adjustments and other terms as set forth in the Equity Purchase Agreement.

For further information, refer to Footnote 3 , Divestiture of Movies Business .

We used a portion of the proceeds from the Movies Transaction to repay in full all outstanding obligations under our financing agreement with Blue Torch Finance LLC.

See "Secured Credit Agreement" below.

For additional information, refer to Footnote 7 , Debt .

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

In connection with this realignment plan, we will incur certain exit-related costs, which are currently

estimated to range between $7 million and $9 million.

We expect implementation of the plan, including cash payments, to be substantially complete in the third quarter of 2027.

For additional information, refer to Footnote 13 , Subsequent Events .

Macroeconomic Factors

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For further information, refer to Footnote 6 , 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.

As of June 30, 2026, no shares of Series C Preferred Stock had been converted into Common Stock.

Secured Credit Agreement

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 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, 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.

The Credit Agreement contains financial covenants that require us to maintain a maximum Senior Leverage Ratio and minimum Liquidity (each term as defined in the Credit Agreement) during the term of the facility.

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.

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.

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

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

Amounts outstanding under the Credit Agreement 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.

Additionally, we were required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages, or we could 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 were subject to prepayment premiums.

The Credit Agreement contained financial covenants that required us to maintain a maximum Senior Leverage Ratio and minimum Liquidity (each term as defined in the Credit Agreement) during the term of the facility.

Additionally, the Credit Agreement contained restrictive covenants that limited 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.

On March 30, 2026, we and Blue Torch Finance LLC executed a limited consent to the Credit Agreement, 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.

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.

In connection with the prepayment, we recognized a $0.4 million loss on extinguishment of debt during the six months ended June 30, 2026.

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

On May 27, 2026, we 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, which included $39.0 million of outstanding principal, $0.7 million of accrued interest and $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.

In connection with the repayment, we recognized a $3.6 million loss on extinguishment of debt during the three and six months ended June 30, 2026.

For additional information on the Credit Agreement, refer to Footnote 7 , Debt .

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Our primary uses of cash from operating activities include personnel costs and costs related to data and infrastructure used to develop and maintain our products and services.

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, 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.

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

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

Net cash provided by operating activities for the six months ended June 30, 2026 was $8.0 million compared to $10.0 million for the six months ended June 30, 2025.

The decrease in cash provided by operating activities was primarily due to an increase in non-cash adjusted net loss driven by declines in revenue and direct costs related to the Movies Transaction offset by the changes in operating assets and liabilities, with $11.3 million of cash provided by operating assets and liabilities for the six months ended June 30, 2026 as compared to $1.8 million provided for the six months ended June 30, 2025.

The increase was primarily driven by increases in contract liabilities and customer advances, along with increases in accounts payable and accrued expenses in 2026 compared to the prior year.

Investing Activities

Cash used in investing activities primarily consists of payments related to capitalized internal-use software costs, purchases of computer and network equipment to support our technical infrastructure, and furniture and equipment.

Cash provided by (used in) investing activities primarily consists of net proceeds from our divestiture of the Movies Business, payments related to capitalized internal-use software costs, purchases of computer and network equipment to support our technical infrastructure, and furniture and equipment.

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 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.

Net cash provided by investing activities for the six months ended June 30, 2026 was $43.5 million compared to net cash used in investing activities of $11.4 million for the six months ended June 30, 2025.

The increase in cash provided by investing activities was primarily due to the net proceeds received from the divestiture of the Movies Business of $55.7 million, net of cash transferred.

Financing Activities

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.

Net cash used in financing activities during the six months ended June 30, 2026 was $49.5 million compared to $4.6 million during the six months ended June 30, 2025.

The increase in cash used in financing activities was primarily related to the repayment of outstanding principal under the Credit Agreement (totaling $44.6 million) during the six months ended June 30, 2026.

Contractual Payment Obligations

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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.

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

In addition, we expect to make variable payments related to a set-top box data agreement totaling an estimated $77.0 million over the next five years.

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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.

As of June 30, 2026, the total fixed payment obligation related to these agreements is $13.7 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.

As of June 30, 2026, the total fixed payment obligation related to this agreement is $46.9 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, 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 (or choose to) prepay or refinance our Credit Agreement, including to maintain compliance with our financial covenants.

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

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.

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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.

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis