COMSCORE, INC. 10-Q

ITEM 1. FINANCIAL STATEMENTS COMSCORE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS As of As of June 30, 2026 December 31, 2025 (In thousands, except share and per share data) (Unaudited) Assets Current assets: Cash and cash equivalents $ 25,707 $ 23,621 Restricted cash 3,040 3,179 Accounts receivable, net of allowances of $ 292 and $ 496 , respectively ($ — and $ 1,019 of accounts receivable attributable to related parties, respectively) 44,078 57,260 Prepaid expenses and other current assets 15,001 12,210 Total current assets 87,826 96,270 Property and equipment, net 39,401 43,714 Operating right-of-use assets 5,095 8,565 Deferred tax assets 2,774 3,154 Intangible assets, net 1,264 2,529 Goodwill 185,347 248,636 Other non-current assets 5,823 4,841 Total assets $ 327,530 $ 407,709 Liabilities, Convertible Redeemable Preferred Stock and Stockholders' Equity Current liabilities: Accounts payable ($ 3,608 and $ 1,762 attributable to related parties, respectively) $ 17,693 $ 16,956 Accrued expenses ($ 11,428 and $ 9,664 attributable to related parties, respectively) 43,432 44,879 Contract liabilities ($ — and $ 754 attributable to related parties, respectively) 35,646 36,575 Customer advances 5,940 7,605 Current operating lease liabilities 7,621 8,783 Other current liabilities 4,847 8,093 Total current liabilities 115,179 122,891 Secured term loan — 39,297 Non-current operating lease liabilities 1,694 6,238 Non-current portion of accrued data costs ($ 15,559 and $ 18,357 attributable to related parties, respectively) 22,098 24,917 Deferred tax liabilities 732 1,997 Non-current payable to preferred stockholders (related parties) 4,766 4,457 Other non-current liabilities 3,939 6,751 Total liabilities 148,408 206,548 Commitments and contingencies Series C convertible redeemable preferred stock, $ 0.001 par value; 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 Stockholders' equity: Preferred stock, $ 0.001 par value; 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 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 15 15 Additional paid-in capital 1,783,261 1,781,265 Accumulated other comprehensive loss ( 12,796 ) ( 9,862 ) Accumulated deficit ( 1,451,028 ) ( 1,429,995 ) Treasury stock, at cost, 338,239 shares as of June 30, 2026 and December 31, 2025 ( 229,984 ) ( 229,984 ) Total stockholders' equity 89,468 111,439 Total liabilities, convertible redeemable preferred stock and stockholders' equity $ 327,530 $ 407,709 See accompanying Notes to Condensed Consolidated Financial Statements. 1 Table of Contents COMSCORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) Three Months Ended June 30, Six Months Ended June 30, (In thousands, except share and per share data) 2026 2025 2026 2025 Revenues (1) $ 79,246 $ 89,389 $ 164,568 $ 175,098 Cost of revenues (1) (2) (3) 50,982 53,099 103,970 104,846 Selling and marketing (2) (3) 14,778 16,663 30,434 31,466 Research and development (2) (3) 7,154 7,804 14,940 15,922 General and administrative (2) (3) 14,998 12,872 27,778 25,347 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 Loss from operations ( 11,980 ) ( 1,681 ) ( 16,500 ) ( 3,747 ) 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 extinguishment of debt ( 3,608 ) — ( 3,970 ) — Loss before income taxes ( 15,672 ) ( 7,037 ) ( 21,064 ) ( 12,604 ) Income tax benefit (provision) 887 ( 2,455 ) 31 ( 881 ) Net loss $ ( 14,785 ) $ ( 9,492 ) $ ( 21,033 ) $ ( 13,485 ) Net loss available to common stockholders: Net loss $ ( 14,785 ) $ ( 9,492 ) $ ( 21,033 ) $ ( 13,485 ) 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 ) Net loss per common share: Basic and diluted $ ( 0.97 ) $ ( 2.73 ) $ ( 1.38 ) $ ( 4.41 ) Weighted-average number of shares used in per share calculation - Common Stock: Basic and diluted 15,241,209 5,114,830 15,190,902 5,078,069 Comprehensive loss: Net loss $ ( 14,785 ) $ ( 9,492 ) $ ( 21,033 ) $ ( 13,485 ) Other comprehensive (loss) income: Foreign currency cumulative translation adjustment ( 548 ) 5,276 ( 2,489 ) 7,915 Total comprehensive loss $ ( 15,333 ) $ ( 4,216 ) $ ( 23,522 ) $ ( 5,570 ) (1) Transactions with related parties are included in the line items above as follows. Refer to Footnote 10 , Related Party Transactions. Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenues $ 501 $ 2,285 $ 1,002 $ 4,889 Cost of revenues 2,665 5,435 5,443 11,201 Convertible redeemable preferred stock dividends — ( 4,494 ) — ( 8,933 ) (2) Excludes amortization of intangible assets, which is presented as a separate line item. (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 Selling and marketing ( 40 ) 383 131 507 Research and development ( 91 ) 239 36 336 General and administrative 186 727 499 1,082 Total stock-based compensation (benefit) expense $ ( 89 ) $ 1,748 $ 736 $ 2,486 See accompanying Notes to Condensed Consolidated Financial Statements. 2 Table of Contents COMSCORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (In thousands, except share data) Series C Preferred Stock Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock, at cost Total Stockholders' Equity Shares Amount Shares Amount Balance as of December 31, 2025 12,670,863 $ 89,722 14,876,139 $ 15 $ 1,781,265 $ ( 9,862 ) $ ( 1,429,995 ) $ ( 229,984 ) $ 111,439 Net loss — — — — — — ( 6,248 ) — ( 6,248 ) Adjustment to issuance costs for recapitalization transaction (1) — ( 68 ) — — ( 50 ) — — — ( 50 ) Restricted stock units distributed — — 147,375 — — — — — — Amortization of stock-based compensation — — — — 208 — — — 208 Settlement of restricted stock unit liability — — — — 1,586 — — — 1,586 Foreign currency translation adjustment — — — — — ( 1,941 ) — — ( 1,941 ) 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 Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Deficit Treasury Stock, at cost Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Balance as of December 31, 2024 95,784,903 $ 207,470 4,890,575 $ 5 $ 1,714,052 $ ( 18,068 ) $ ( 1,474,268 ) $ ( 229,984 ) $ ( 8,263 ) Net loss — — — — — — ( 3,993 ) — ( 3,993 ) Series B convertible redeemable preferred stock dividends (1) — — — — — — ( 4,439 ) — ( 4,439 ) Restricted stock units distributed — — 22,511 — — — — — — Amortization of stock-based compensation — — — — 284 — — — 284 Settlement of restricted stock unit liability — — — — 314 — — — 314 Foreign currency translation adjustment — — — — — 2,639 — — 2,639 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. Refer to Footnote 6 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) and Footnote 10 , Related Party Transactions. See accompanying Notes to Condensed Consolidated Financial Statements. 3 Table of Contents COMSCORE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, (In thousands) 2026 2025 Operating activities : Net loss $ ( 21,033 ) $ ( 13,485 ) Adjustments to reconcile net loss to net cash provided by operating activities: 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 Amortization of intangible assets 1,264 1,264 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 ) — Other 1,142 1,311 Changes in operating assets and liabilities: Accounts receivable 12,314 11,255 Prepaid expenses and other assets ( 123 ) ( 1,077 ) Accounts payable, accrued expenses and other liabilities 3,316 515 Contract liabilities and customer advances 70 ( 4,460 ) Operating lease liabilities ( 4,300 ) ( 4,384 ) Net cash provided by operating activities 8,041 9,994 Investing activities : Proceeds from divestiture of business, net of cash transferred 55,740 — Purchases of property and equipment ( 608 ) ( 524 ) Capitalized internal-use software costs ( 11,674 ) ( 10,868 ) Net cash provided by (used in) investing activities 43,458 ( 11,392 ) Financing activities : Principal payments of term loan ( 44,550 ) ( 225 ) Principal payments on finance leases ( 1,977 ) ( 1,609 ) 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 ) Payment of financing and debt issuance costs — ( 559 ) Other ( 501 ) ( 3 ) 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 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 June 30, 2026 2025 Cash and cash equivalents $ 25,707 $ 25,993 Restricted cash 3,040 3,533 Total cash, cash equivalents and restricted cash $ 28,747 $ 29,526 4 Table of Contents Six Months Ended June 30, 2026 2025 Supplemental cash flow disclosure: Interest paid $ 2,146 $ 2,658 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. 5 Table of Contents COMSCORE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Organization comScore, Inc., together with its consolidated subsidiaries (collectively, "Comscore" or the "Company"), headquartered in Reston, Virginia, is a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned domestic and foreign subsidiaries. All intercompany transactions and balances are eliminated upon consolidation. Unaudited Interim Financial Information The interim Condensed Consolidated Financial Statements included in this quarterly report have been prepared by the Company and are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("GAAP") have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures contained in this quarterly report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for a quarterly report on Form 10-Q and are adequate to make the information presented not misleading. The interim Condensed Consolidated Financial Statements included herein reflect all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. These interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 10-K"). The Condensed Consolidated Results of Operations for the three and 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 The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and the measurement of management's standalone selling price, principal versus agent revenue recognition, determination of performance obligations, determination of transaction price, including the determination of variable consideration and allocation of transaction price to performance obligations, deferred tax assets and liabilities, including the identification and quantification of income tax liabilities due to uncertain tax positions, the valuation and recoverability of goodwill, intangible and other long-lived assets, the determination of appropriate discount rates for lease accounting, the probability of exercising either lease renewal or termination clauses, the assessment of potential loss from financing-related liabilities, the initial fair value determination of the Preferred Stock and Series B Preferred Stock (as defined below), 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. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in those estimates. The Company evaluates its estimates and assumptions on an ongoing basis . Preferred Stock (Series B and Series C) In January 2021, the Company entered into separate Securities Purchase Agreements with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc., together with its affiliate Qurate SCOR, LLC, ("Qurate") and Pine Investor, LLC ("Pine") for the issuance and sale of shares of Series B Convertible Preferred Stock, par value $ 0.001 (the "Series B Preferred Stock") as described in Footnote 6 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) . The issuance of the Series B Preferred Stock pursuant to the Securities Purchase Agreements (the "2021 Preferred Stock Transactions") and related matters were approved by the Company's stockholders on March 9, 2021 and completed on March 10, 2021. On May 16, 2023, Qurate sold 27,509,203 shares of Series B Preferred Stock to Liberty Broadband Corporation ("Liberty") in a privately negotiated transaction. Charter, Liberty and Pine are referred to herein as the "Preferred Stockholders." On July 24, 2024, the Company issued 13,257,294 additional shares of Series B Preferred Stock to the existing holders of Series B Preferred Stock in exchange for cancellation of the Company's obligation to pay accrued dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024. The additional shares of Series B Preferred Stock had the same terms and conditions as the Series B Preferred Stock previously issued by the Company. In connection with the issuance of the additional shares of Series B Preferred Stock, the 6 Table of Contents 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 "Recapitalization Closing Date"). The Recapitalization Transaction resulted in the exchange and retirement of all shares of Series B Preferred Stock in return for the issuance of Preferred Stock, Exchange Common Stock, and a future fixed cash payment. Additionally, the Recapitalization Transaction eliminated the Preferred Stockholders' annual and special dividend rights and reduced their director designation rights, among other things. The Preferred Stock is contingently redeemable upon certain deemed liquidation events, such as a change in control. Because a deemed liquidation event could constitute a redemption event outside of the Company's control, all shares of Preferred Stock have been presented outside of permanent equity in mezzanine equity on the Condensed Consolidated Balance Sheets. The instrument was initially recognized at fair value net of issuance costs. The Company reassesses whether the Preferred Stock is currently redeemable, or probable to become redeemable in the future, as of each reporting date. 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 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). Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the financial statements. No embedded features were identified requiring bifurcation for the Preferred Stock. Debt Issuance Costs 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), 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 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 The Company uses the two-class method to calculate net loss per share. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. Under the two-class method, earnings for the period are allocated between common stockholders and participating security holders based on their respective rights to receive dividends as if all undistributed book earnings for the period were distributed. Basic loss per share is computed by dividing net loss available to only the common stockholders by the weighted-average number of common shares outstanding for the period. This includes the effect of vested and deferred stock units granted to members of the Company's Board of Directors ("Board") and certain employees. These awards are expected to be settled in shares of Common Stock and generally distributed upon the earlier of the individual's separation from service or a change of control. Diluted loss per share includes the effect of potential common shares, such as the Company's Series C Preferred Stock, stock options, restricted stock units and Series B Preferred Stock, to the extent the effect is dilutive. In periods with a net loss available to common stockholders, the anti-dilutive effect of these potential common shares is excluded and diluted net loss per share is equal to basic net loss per share. 7 Table of Contents 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 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 (1) Includes the effect of potential Common Stock that would be issued to holders of the Preferred Stock if they elected to convert their shares at the beginning of the period (or at the time of issuance, if later). (2) Includes the effect of potential Common Stock that would be issued to settle unpaid dividends accrued to holders of the Series B Preferred Stock if they elected to convert their shares at the beginning of the period (or at the time of issuance, if later). Income Taxes The Company's net operating loss carryforwards are subject to an annual limitation under Section 382 of the Internal Revenue Code. The Company completed a Section 382 study in 2023 and concluded that an ownership change occurred in May 2021 as a result of its Preferred Stock transactions. Therefore, all of the Company's U.S. net operating loss carryforwards are subject to annual limitations under Section 382. The Company's deferred tax asset related to its U.S. federal and state net operating loss carryforwards has been revalued to reflect the amount of carryforwards that are utilizable under the Section 382 limitations. On July 4, 2025, the One Big Beautiful Bill (the "OBBB") Act was signed into law in the United States. The OBBB Act includes significant provisions, such as the permanent extension and modification of certain provisions of the U.S. Tax Cuts and Jobs Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions that began in 2025 and others beginning at various dates through 2027. The OBBB Act permanently restores immediate expensing of domestic research and experiment ("R&E") expenditures in tax years beginning after December 31, 2024, while foreign R&E expenditures remain subject to 15-year amortization under Internal Revenue Code Section 174. The Company does not expect the OBBB Act to materially impact the Company's income tax position in 2026. Accounting Guidance Issued But Not Adopted at June 30, 2026 In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This guidance modernizes accounting for software costs by removing rigid developmental stages and by aligning the accounting treatment with how software is developed today. The ASU allows eligible software development costs to begin being capitalized when management has authorized and committed to funding the software project, it is probable that the project will be completed and the software will be used to perform the function intended. The effective date for the standard is for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The amendments in this ASU should be applied either prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets . The ASU allows companies to apply a practical expedient when estimating credit losses on current accounts receivable and contract assets. The update is effective for fiscal years beginning after December 15, 2025, with early adoption permitted. The Company does not expect this standard to have a material impact on the Company's Consolidated Financial Statements and related disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . The ASU requires additional disclosure of the nature of certain expenses in the notes to the financial statements. The update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The ASU is required to be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that this standard will have on its Consolidated Financial Statements and related disclosures. 8 Table of Contents 3. 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) ( 62,281 ) 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. 4. Revenue Recognition The Company has one reportable segment in accordance with ASC 280, Segment Reporting ; as such, the disaggregation of revenue below reconciles directly to its unique reportable segment. The following table presents the Company's revenue disaggregated by solution group. (In thousands) Three Months Ended June 30, Six Months Ended June 30, By solution group: 2026 2025 2026 2025 Content & Ad Measurement Syndicated Audience $ 55,249 $ 63,953 $ 115,760 $ 127,457 Cross-Platform 12,528 12,800 25,130 22,462 Total Content & Ad Measurement 67,777 76,753 140,890 149,919 Research & Insight Solutions 11,469 12,636 23,678 25,179 Total $ 79,246 $ 89,389 $ 164,568 $ 175,098 9 Table of Contents The following table presents the Company's revenue disaggregated by geographical market and timing of transfer of products and services. The Company generally attributes revenue to geographical markets based on the location of the customer. (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 Europe 5,592 6,088 11,729 11,396 Latin America 1,870 1,808 3,727 3,539 Canada 1,178 1,297 2,381 2,570 Other 976 1,050 1,959 2,039 Total $ 79,246 $ 89,389 $ 164,568 $ 175,098 By timing of revenue recognition: Products and services transferred over time $ 67,503 $ 75,703 $ 139,667 $ 148,562 Products and services transferred at a point in time 11,743 13,686 24,901 26,536 Total $ 79,246 $ 89,389 $ 164,568 $ 175,098 Contract Balances The following table provides information about receivables, contract assets, contract liabilities and customer advances from contracts with customers: As of (In thousands) June 30, 2026 December 31, 2025 Accounts receivable, net $ 44,078 $ 57,260 Current and non-current contract assets 1,273 3,259 Current contract liabilities 35,646 36,575 Current customer advances 5,940 7,605 Non-current contract liabilities 151 314 Significant changes in the current contract liabilities balance are as follows: Six Months Ended June 30, (In thousands) 2026 2025 Revenue recognized that was included in the opening contract liabilities balance $ ( 28,951 ) $ ( 37,512 ) Cash received or amounts billed in advance and not recognized as revenue 29,854 31,536 Remaining Performance Obligations 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. 5. Goodwill 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. 10 Table of Contents The change in the carrying value of goodwill is as follows: (In thousands) Balance as of December 31, 2024 (1) $ 246,010 Translation adjustments 2,626 Balance as of December 31, 2025 248,636 Divestiture of Movies Business (2) ( 62,636 ) 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. 6. Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) 2021 Issuance of Series B Preferred Stock On March 10, 2021, the Company issued and sold 82,527,609 shares of Series B Preferred Stock in exchange for aggregate gross proceeds of $ 204.0 million. Net proceeds from the 2021 Preferred Stock Transactions totaled $ 187.9 million after deducting issuance costs. The holders of Series B Preferred Stock were entitled to participate in all dividends declared on the Common Stock on an as-converted basis and were also entitled to a cumulative dividend at the rate of 7.5 % per annum, payable annually in arrears (on June 30 of each year) and subject to increase under certain specified circumstances. The annual dividend accrued on a daily basis from and including the issuance date of such shares, whether or not declared. In the event the annual dividends were not paid on the annual payment date, the dividends otherwise payable on such date continued to accrue and cumulate at a rate of 9.5 % per annum, until such failure was cured. In addition, the holders of Series B Preferred Stock were entitled to request a one-time dividend ("Special Dividend") equal to the highest dividend that the Company's Board determined could be paid at the applicable time (or a lesser amount agreed upon by the holders). At the annual meeting of stockholders of the Company held on June 15, 2023 (the "Annual Meeting"), the Company's stockholders approved proposals permitting the payment of annual dividends on the Series B Preferred Stock in the form of cash, shares of Common Stock, additional shares of Series B Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations governing the Series B Preferred Stock. On the same date, each holder of Series B Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by the Company on that date (the "June 2023 Waivers"). Upon receipt of the June 2023 Waivers, the Company's Board elected to defer the June 30, 2023 payment. Under the June 2023 Waivers and the Certificate of Designations, the deferred dividends would accrue and accumulate at a rate of 9.5 % per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023. On December 26, 2023, each holder of Series B Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023 (the "December Waivers"). Under the December Waivers and the Certificate of Designations, the deferred dividends would continue to accrue at a rate of 9.5 % per year until declared and paid, with payment to occur on or before June 30, 2024. On June 27, 2024, each holder of Series B Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024 (the "June 2024 Waivers"). In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024. Under the June 2024 Waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5 % per year until declared and paid, with payment to occur on or before July 31, 2024. 2024 Issuance of Series B Preferred Stock On July 24, 2024 (the "2024 Issuance Date"), the Company issued 13,257,294 shares of Series B Preferred Stock to the existing holders of Series B Preferred Stock in exchange for cancellation of the Company's obligation to pay the deferred dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024. As of the 2024 Issuance Date, the additional shares of Series B Preferred Stock were convertible into 662,862 shares of the Company's Common Stock, representing an effective conversion price of $ 49.438 per share for the canceled dividend obligation. The additional shares of Series B Preferred Stock had the same terms and conditions as the Series B Preferred Stock previously issued by the Company, including that holders were entitled to cumulative dividends at a rate of 7.5 % per annum, payable annually in arrears and subject to increase under certain circumstances. In connection with the issuance, the Company and the holders of Series B Preferred Stock also entered into an amendment to the Stockholders Agreement. Among other things, the amendment reduced the $ 100.0 million special dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the additional shares of 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. 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 11 Table of Contents 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. Therefore, the Company estimated the fair value 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, risk-adjusted discount rate, risk-free rate, expected term, deferred dividends and the timing and probability of a special dividend being called and paid as of the 2024 Issuance Date. The Company recorded the fair value of the additional shares of Series B Preferred Stock, net of issuance costs of $ 19.6 million within mezzanine equity. The remaining $ 13.0 million of the cancelled dividend balance was recognized in additional paid-in capital on the Condensed Consolidated Balance Sheet, because gains in transactions with related parties are recognized as equity contributions. On June 24, 2025, each holder of Series B Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable by the Company on that date (the "June 2025 Waivers"). Under the June 2025 Waivers and the Certificate of Designations, the deferred dividends accrued and accumulated at a rate of 9.5 % per year from June 30, 2025 until they were extinguished as part of the Recapitalization Transaction. On September 26, 2025, the Company entered into the Exchange Agreements with each holder of Series B Preferred Stock, pursuant to which, at the closing of the Exchange, each holder would exchange the Series B Preferred Stock then owned by such holder for shares of Series C Preferred Stock, Common Stock, and a fixed cash payment payable in 2028. The Recapitalization Transaction was approved by the Company's stockholders on December 19, 2025 and closed on December 29, 2025, as further described below. 2025 Issuance of Series C Preferred Stock (Recapitalization Transaction) On December 29, 2025, Charter, Liberty, and Pine each exchanged 31,928,301 shares of Series B Preferred Stock for (i) 4,223,621 shares of Series C Preferred Stock (referred to as "Preferred Stock" below) and (ii) 3,286,825 shares of Common Stock. The Series B Preferred Stock liquidation preference at the time of the Closing was $ 264.5 million. Of the total Series B Preferred Stock liquidation preference, $ 183.7 million was exchanged for Preferred Stock at a price of $ 14.50 per share, for an aggregate issuance of 12,670,863 shares of Preferred Stock. The remaining Series B Preferred Stock liquidation preference of $ 80.8 million was exchanged for an aggregate of 9,860,475 shares of Common Stock, yielding an implied exchange price of $ 8.19 per share. In the Exchange Agreements, the Company also agreed to make a fixed cash payment of $ 2.0 million to each Preferred Stockholder on June 30, 2028, whether or not the Preferred Stockholders continue to own any securities of the Company on the payment date. In connection with the Recapitalization Transaction, the Company filed a Certificate of Elimination of Designation of Series B Preferred Stock ("Certificate of Elimination"), returning the shares of Series B Preferred Stock to the status of undesignated preferred stock and eliminating from the Amended and Restated Certificate of Incorporation of the Company all matters set forth in the Certificate of Designations of Series B Preferred Stock. Additionally, following the filing of the Certificate of Elimination, the Company filed a Certificate of Amendment of its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"). The Certificate of Amendment permitted the issuance of Common Stock and Preferred Stock to the Preferred Stockholders in connection with the Exchange and authorized a sufficient number of shares of preferred stock and Common Stock into which shares of Preferred Stock may be converted. The Certificate of Amendment (a) decreased the total number of shares of stock authorized for issuance from 121,750,000 to 60,000,000 , (b) decreased the number of shares of preferred stock authorized for issuance from 105,000,000 to 14,000,000 and (c) increased the number of shares of Common Stock authorized for issuance from 16,750,000 to 46,000,000 . Finally, the Company filed a new Certificate of Designations establishing the powers, designations, preferences, rights and limitations of shares of Preferred Stock. For purposes of the Condensed Consolidated Financial Statements, the Recapitalization Transaction was deemed to be an extinguishment of the Series B Preferred Stock and the associated accrued and deferred dividends on the Recapitalization Closing Date. For extinguishments of equity-classified preferred stock, the difference between the fair value of the consideration transferred to the holders of the preferred stock and the carrying amount of the preferred stock immediately before the exchange, net of issuance costs, should be treated as a return from the holders of the preferred stock in a manner similar to dividends paid on preferred stock. For example, any excess of carrying value over fair value is treated as a contribution from the holders of the preferred stock and recognized within retained earnings as a gain. Therefore, the Company estimated the fair value of the Preferred Stock using a binomial lattice model, a form of the income approach, utilizing Level 3 unobservable inputs. The Company used significant inputs and assumptions which included the price and expected volatility of the Common Stock (into which the Preferred Stock can be converted), risk-adjusted discount rate, risk-free rate, and expected term as of the Recapitalization 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 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 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 12 Table of Contents 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. The conversion rate is calculated as the product of (i) the conversion factor and (ii) one. The conversion right is subject to certain anti-dilution adjustments. As of June 30, 2026, each share of Preferred Stock was convertible into one share of Common Stock, and no shares had been converted. 7. Debt 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 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. 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, were subject to prepayment premiums as follows: (i) with respect to any such payment occurring on or before the first anniversary of the closing date, a 3.0 % prepayment premium plus a make-whole amount based on U.S. 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 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; and • minimum Liquidity (as defined in the Credit Agreement) of $ 10.0 million at all times. 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. 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 13 Table of Contents 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 %. The Credit Agreement was evaluated for embedded derivative features by evaluating each feature against the nature of the host instrument. Features identified as embedded derivatives that are material are recognized separately as a derivative asset or liability in the financial statements. No embedded features were identified requiring bifurcation, other than the change of control feature. 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 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: As of (In thousands) December 31, 2025 Secured term loan $ 45,000 Less: Unamortized debt discount and issuance costs ( 3,003 ) Less: Principal payments ( 450 ) Total (1) $ 41,547 (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. 8. Fair Value Measurements Fair Value Measurements on a Nonrecurring Basis For the year ended December 31, 2025, the Company recorded the initial fair value of Preferred Stock, net of issuance costs, of $ 89.7 million within mezzanine equity. Refer to Footnote 6 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) , for further details. The initial measurement of the Preferred Stock is classified as a non-recurring Level 3 fair value assessment due to the significance of unobservable inputs developed in the determination of the fair value. The Company used a binomial lattice model to determine the fair value of the Preferred Stock at the Recapitalization 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 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 Recapitalization Closing Date. 9. Accrued Expenses As of (In thousands) June 30, 2026 December 31, 2025 Accrued data costs $ 24,372 $ 26,348 Payroll and payroll-related 9,852 9,577 Professional fees 3,431 1,931 Other 5,777 7,023 Total accrued expenses $ 43,432 $ 44,879 14 Table of Contents 10. Related Party Transactions Transactions with Charter, Liberty and Pine Through May 15, 2023, Charter, Qurate and Pine each held 33.3 % of the outstanding shares of Series B Preferred Stock. On May 16, 2023, Qurate sold its Series B Preferred Stock to Liberty, and Charter, Liberty, and Pine continued to hold 33.3 % of the outstanding shares of Series B Preferred Stock until the Recapitalization Closing Date. At the Annual Meeting on June 15, 2023, the Company's stockholders approved proposals permitting the payment of annual dividends on the Series B Preferred Stock in the form of cash, shares of Common Stock, additional shares of Series B Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations of the Series B Preferred Stock. On July 24, 2024, the Company issued 13,257,294 additional shares of Series B Preferred Stock to the existing holders of Series B Preferred Stock in exchange for cancellation of the Company's obligation to pay deferred dividends totaling $ 32.8 million to such holders for annual dividend periods ended in 2023 and 2024. On June 24, 2025, each holder of Series B Preferred Stock waived its right to receive on June 30, 2025 the annual dividends otherwise payable on that date. Under the waivers and the Certificate of Designations, the deferred dividends continued to accrue and accumulate at a rate of 9.5 % per year until they were extinguished as part of the Recapitalization Transaction. On December 29, 2025, as part of the Recapitalization Transaction, Charter, Liberty and Pine each exchanged 31,928,301 shares of Series B Preferred Stock for (i) 4,223,621 shares of Preferred Stock and (ii) 3,286,825 shares of Exchange Common Stock. Additionally, the Company agreed to a fixed cash payment of $ 2.0 million to each of the Preferred Stockholders on June 30, 2028, regardless of whether the Preferred Stockholders continue to own any securities of the Company on the payment date. Charter, Liberty and Pine are entitled to convert the Preferred Stock into shares of Common Stock and to vote as a single class with the holders of the Common Stock as set forth in the Certificate of Designations of the Preferred Stock. In connection with the Recapitalization Transaction, the Company and the Preferred Stockholders also entered into an amendment and restatement of the Stockholders Agreement between the parties. Under the Stockholders Agreement, as amended and restated, each Preferred Stockholder has the right to designate one director to serve on the Company's Board, and the Preferred Stockholders together have the right to nominate a fourth director who will act as the Board Chair. In addition, each Preferred Stockholder has consent rights over certain matters. In accordance with the Stockholders Agreement, Charter, Liberty and Pine each have designated one member of the Company's Board and together have nominated an additional member of the Company's Board. For further information, refer to Footnote 6 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) . 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. 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 June 30, Six Months Ended June 30, (In thousands) 2026 2025 2026 2025 Revenues $ 501 $ 501 $ 1,002 $ 1,002 Cost of revenues 2,665 3,225 5,443 6,841 The Company has the following liability balances related to transactions with Charter and its affiliates, as reflected in the Condensed Consolidated Balance Sheets: As of (In thousands) June 30, 2026 December 31, 2025 Accounts payable $ 3,608 $ — Accrued expenses 11,428 7,909 Non-current portion of accrued data costs 15,559 18,357 Non-current payable to preferred stockholders 1,589 1,486 The Company had no other transactions with Pine and Liberty for the three and six months ended June 30, 2026 and 2025. 15 Table of Contents Transactions with Directors and Officers 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 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, 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 had the following balances related to transactions with WPP, as reflected in the Condensed Consolidated Balance Sheets: As of (In thousands) December 31, 2025 Assets Accounts receivable, net $ 787 Liabilities Accounts payable $ 1,762 Accrued expenses 1,755 Contract liabilities 428 11. Commitments and Contingencies Commitments The Company has certain long-term contractual arrangements that have fixed and determinable payment obligations including unconditional purchase obligations with multichannel video programming distributors ("MVPDs") and other providers for set-top box and connected (Smart) television data. These agreements have remaining terms of less than one year to five years . 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) 2026 (remaining) $ 28,931 2027 27,973 2028 16,528 2029 14,115 2030 13,079 Thereafter 1,083 Total $ 101,709 In addition, the Company expects to make variable payments related to a set-top box data agreement totaling an estimated $ 77.0 million over the next five years . Contingencies The Company is involved in various legal proceedings from time to time. The Company establishes reserves for specific legal proceedings when management determines that the likelihood of an unfavorable outcome is probable, and the amount of loss can be reasonably estimated. The Company has also identified certain other legal matters where an unfavorable outcome is reasonably possible and/or for which no estimate of possible losses can be made. In these cases, the Company does not establish a reserve until it can reasonably estimate the loss. Legal fees related 16 Table of Contents 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. Privacy Litigation In February 2026, a purported class action complaint was filed against the Company in the U.S. District Court for the Central District of California (Singer et al. v. Comscore, Inc. et al., No. 2:26-cv-01108 (C.D. Cal.)) alleging violations of various California laws and the federal Electronic Communications Privacy Act, as well as certain common-law claims, in connection with the Company's alleged collection of internet data from California residents. Among other things, the plaintiffs 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 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 The Company is, and may become, a party to a variety of legal proceedings from time to time that arise in the normal course of the Company's business. While the results of such legal proceedings cannot be predicted with certainty, management believes that, based on current knowledge, the final outcome of any such current pending matters will not have a material adverse effect on the Company's financial position, results of operations or cash flows. Regardless of the outcome, legal proceedings can have an adverse effect on the Company because of defense costs, diversion of management resources and other factors. Indemnification The Company has entered into indemnification agreements with each of the Company's directors and certain officers, and the Company's amended and restated certificate of incorporation requires it to indemnify each of its directors and officers, to the fullest extent permitted by Delaware law, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director or officer of the Company. The Company has paid and may in the future pay legal counsel fees incurred by current and former directors and officers who are involved in legal proceedings that require indemnification. Similarly, certain of the Company's commercial contracts require it to indemnify contract counterparties under specified circumstances, and the Company may incur legal counsel fees and other costs in connection with these obligations. 12. Segment Information Operating segments are defined as components of a business that can earn revenues and incur expenses for which discrete financial information is available and is evaluated on a regular basis by the chief operating decision maker ("CODM"). The Company's CODM is its Chief Executive Officer, who decides how to allocate resources and assess performance. The Company operates as one operating segment. A single management team reports to the CODM, who manages the business on a consolidated basis. 17 Table of Contents The Company's CODM uses consolidated net income to make decisions, allocate resources and assess performance. 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 Revenues Content & Ad Measurement $ 67,777 $ 76,753 $ 140,890 $ 149,919 Syndicated Audience 55,249 63,953 115,760 127,457 Cross Platform 12,528 12,800 25,130 22,462 Research & Insight Solutions 11,469 12,636 23,678 25,179 Total revenues $ 79,246 $ 89,389 $ 164,568 $ 175,098 Cost of goods sold (1) 32,363 33,099 65,271 65,716 Operating expenses Compensation $ 33,052 $ 34,212 $ 67,503 $ 67,781 Professional fees (2) 5,349 5,197 10,943 10,087 Facilities & office expense 1,493 2,161 3,294 4,470 Software licenses, maintenance and systems 3,550 3,219 7,017 6,473 Travel & entertainment 767 656 1,396 1,121 Other operating expenses 1,332 1,930 2,755 3,165 Total operating expenses $ 45,543 $ 47,375 $ 92,908 $ 93,097 Depreciation & amortization $ 7,352 $ 7,449 $ 14,851 $ 14,795 Stock-based compensation ( 89 ) 1,748 736 2,486 Transformation costs 796 1,035 1,172 2,042 Strategic transaction costs (2) 1,807 — 2,321 — Foreign currency transactions ( 520 ) 3,803 ( 1,760 ) 5,546 Interest expense, net 1,021 1,553 2,771 3,311 Taxes ( 887 ) 2,455 ( 31 ) 881 Other (3) 6,645 364 7,362 709 Net loss $ ( 14,785 ) $ ( 9,492 ) $ ( 21,033 ) $ ( 13,485 ) (1) Excludes certain items that are recorded within the cost of revenues, selling and marketing, research and development, and general and administrative expense lines on the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss that are presented elsewhere in this table in accordance with the presentation to the CODM, who uses the adjusted presentation to allocate resources and assess performance. (2) Beginning in the third quarter of 2025 (and for comparable prior periods), strategic transaction costs that had previously been included in professional fees are being presented separately in this table in accordance with the presentation to the CODM. 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. 13. 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 18 Table of Contents 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. 19 Table of Contents