What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-07 · 158 added, 132 removed, 309 unchanged (48% of the section changed)

14 unchanged sentences

◦ Generate sufficient cash flow to make interest and debt payments, reinvest in our business, and pursue desired activities and businesses plans while satisfying restrictive covenants relating to debt obligations;

◦ Acquire businesses on acceptable terms, execute on our investment strategies, successfully manage our growth, and integrate and realize anticipated synergies from such acquisitions;

◦ Acquire or divest businesses on acceptable terms, execute on our investment strategies, successfully manage our growth, and integrate and realize anticipated synergies from acquisitions;

◦ Continue to expand our businesses and operations internationally in the wake of numerous risks, including adverse currency fluctuations, difficulty in staffing and managing international operations, higher operating costs as a percentage of revenues, or the implementation of adverse regulations;

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◦ Prevent system failures, security breaches, and other technological issues;

◦ Achieve positive outcomes in our pending and future legal proceedings;

◦ Accurately estimate the assumptions underlying our effective worldwide tax rate;

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effectively maintaining and managing our billing systems;

the time and resources required to

manage our legal proceedings;

the time and resources required to manage our legal proceedings;

liability for legal and other claims;

or adhering to our internal controls and procedures;

our ability to consummate a sale of one or more of our business lines pursuant to our announced review of potential value-creating opportunities, or adhering to our internal controls and procedures;

◦ Compete with other similar providers with regard to price, service, and functionality;

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Subscription and Licensing - We provide cloud-based subscription services and generate “fixed” subscription revenues for customer subscriptions and, to a lesser extent, “variable” usage revenues generated from actual usage by our subscribers.

We offer subscription and licensing services to businesses, which offer up-to-date insights into global fixed

broadband and mobile performance data, and we offer subscription packages to consumers through the Lose It!

We offer subscription and licensing services to businesses, which offer up-to-date insights into global fixed broadband and mobile performance data, and we offer subscription packages to consumers through the Lose It!

weight loss app and through Humble Bundle’s digital subscriptions and storefront for video games, ebooks, and software.

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We license our proprietary technology, data, and intellectual property to third parties for various purposes.

Other - Other revenues primarily include those from the sale of hardware used in conjunction with software, online course revenues, and game publishing revenues.

Revenues from customers classified by revenue source are as follows (in thousands):

Three months ended June 30, Six months ended June 30,

Other - Other revenues primarily include those from the sale of hardware used in conjunction with software, online course revenues, and game publishing revenues, and revenues from a customer acquisition platform for subscription services companies.

Revenues from external customers classified by revenue source are as follows (in thousands):

Three months ended September 30, Nine months ended September 30,

2025 2024 2025 2024

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Total Cybersecurity & Martech revenues $ 71,459 $ 70,026 $ 207,122 $ 214,461

Corporate $ — $ — $ — $ —

Total Revenues $ 363,711 $ 353,580 $ 1,044,556 $ 988,865

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These metrics are described in further detail below and are used by management in managing or monitoring the performance of each reportable segment when the respective revenues category is significant to the revenues of the reportable segment overall.

For advertising and performance marketing revenues, these metrics are used for the Technology & Shopping, Gaming &

Entertainment, and Health & Wellness reportable segments.

For advertising and performance marketing revenues, these metrics are used for the Technology & Shopping, Gaming & Entertainment, and Health & Wellness reportable segments.

For subscription and licensing revenues, these metrics are used for the Gaming & Entertainment, Health & Wellness, Connectivity, and Cybersecurity & Martech reportable segments.

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Similarly, we monitor the number of our customers and the revenue per customer, as defined below, as these metrics provide further details related to our reported revenue and contribute to certain of our business planning decisions.

The following table sets forth certain key operating metrics for the advertising and performance marketing revenues based on the reportable segment for the three months ended June 30, 2025 and 2024.

Three months ended June 30,

The following table sets forth certain key operating metrics for the advertising and performance marketing revenues based on the reportable segment for the three months ended September 30, 2025 and 2024.

Three months ended September 30,

Technology & Shopping

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Additionally, due to the nature of certain of the Company’s services, changes in our customer base are expected and do not have significant financial implications to the Company as the Company generally does not have significant upfront customer acquisition costs for these customers.

The following table sets forth certain key operating metrics for subscription and licensing revenues based on the reportable segment for the three months ended June 30, 2025 and 2024.

Three months ended June 30,

The following table sets forth certain key operating metrics for subscription and licensing revenues based on the reportable segment for the three months ended September 30, 2025 and 2024.

Three months ended September 30,

Gaming & Entertainment

24 unchanged sentences

Our critical accounting policies are described in our 2024 Annual Report on Form 10-K filed with the SEC on February 25, 2025.

During the six months ended June 30, 2025, there were no significant changes in our critical accounting policies and estimates.

During the nine months ended September 30, 2025, there were no significant changes in our critical accounting policies and estimates.

See Note 1 — Basis of Presentation and Overview in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional description of significant accounting policies of the Company.

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The Company assessed current economic indicators, including changes in economic, market and industry conditions, business strategy, cost factors, and financial performance, among others, to determine if there would be a significant decline to the fair value of a particular reporting unit.

In its analysis, the Company considered that as of June 30, 2025, the Company’s stock price per common share was at a historically low level.

The Company does not believe that this recent stock price decline, nor any other factors in its analysis noted above, constituted a triggering event as of June 30, 2025.

However, if the Company’s stock price does not recover in a reasonable amount of time, it may constitute a triggering event that could cause the Company to assess impairment in the future.

Following impairments at two reporting units within the Technology & Shopping reportable segment during the year ended December 31, 2024, there was no excess of fair value over the carrying value at those reporting units.

So any further decrease in estimated fair value of these two reporting units greater than any decrease in the carrying value will result in an additional impairment charge to goodwill.

Goodwill for these two reporting units was $321.9 million as of June 30, 2025.

There were no other reporting units with less than 10% excess fair value over carrying value as of the most recent evaluation that may be at risk of impairment as of June 30, 2025.

During the three and nine months ended September 30, 2025, the Company performed quantitative fair value tests of all of its reporting units following a sustained decline in the Company’s stock price.

Based on the quantitative fair value tests, the carrying value of one reporting unit within the Cybersecurity & Martech reportable segment exceeded its fair value, and the Company recorded an impairment of approximately $17.6 million during the three and nine months ended September 30, 2025.

Following the impairment at one reporting unit within the Cybersecurity & Martech reportable segment, there was no excess fair value over carrying value at that reporting unit.

Goodwill at this reporting unit was $177.7 million as of September 30, 2025.

There were no other reporting units with less than 10% excess fair value over carrying value as of the most recent evaluation that may be at risk of impairment as of September 30, 2025.

Changes in market conditions, and key assumptions made in future quantitative assessments, including expected cash flows, competitive factors and discount rates, could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge.

Results of Operations for the Three and Six Months Ended June 30, 2025

During the three and nine months ended September 30, 2024, the Company reassessed the fair value of certain reporting units within the Technology & Shopping, Health & Wellness, and Cybersecurity & Martech reportable segments following a sustained decline in the Company’s stock price, and forecasted reductions in revenue or EBITDA in those reporting units.

Based on the quantitative fair value test of two reporting units within the Technology & Shopping reportable segment, the carrying value of the reporting units exceeded their fair value, and the Company recorded an impairment of approximately $85.3 million during the three and nine months ended September 30, 2024.

In each period, the fair value of the reporting units was determined using an equal weighting of an income approach that was based on the discounted estimated future cash flows of the reporting unit and a market approach that uses the guideline public company approach.

We believe the combination of these approaches provides an appropriate valuation because it incorporates the expected cash generation of the reporting unit in addition to how a third-party market participant would value the reporting unit.

As the business is assumed to continue in perpetuity, the discounted future cash flows include a terminal value.

Determining fair value using a discounted estimated future cash flow analysis requires the exercise of significant judgment with respect to several items, including the amount and timing of expected future cash flows and appropriate discount rates.

The expected cash flows used in the discounted cash flow analyses were based on the most recent forecast for the reporting unit.

For years beyond the forecast period, the estimates were based, in part, on forecasted growth rates.

The discount rate the Company used represents the estimated weighted average cost of capital, which reflects the overall level of inherent risk involved in its reporting unit operations and the rate of return a market participant would expect to earn.

Determining fair value using a market approach considers multiples of financial metrics based on trading multiples of a selected peer group of companies.

From the comparable companies, a representative market multiple is determined, which is applied to financial metrics to estimate the fair value of the reporting unit.

Refer to Note 6 — Goodwill and Intangible Assets in Item 1 of Part I of this Quarterly Report on Form 10-Q for additional details.

Results of Operations for the Three and Nine Months Ended September 30, 2025

The main focus of our Technology & Shopping, Gaming & Entertainment, and Health & Wellness platform monetization programs is to provide relevant and useful advertising to visitors to our websites, provide meaningful content that informs and shapes purchase intent, and leverage our brand and editorial assets into subscription platforms.

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(in thousands, except percentages)

Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

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Subscription and licensing revenues primarily consist of revenues from “fixed” customer subscription and licensing revenues and “variable” revenues generated from actual usage of our services.

Our revenues increased during the three months ended June 30, 2025 compared to the prior period primarily due to a $26.5 million increase in advertising and performance marketing revenues driven primarily by a $12.2 million increase in our Health & Wellness reportable segment and a $9.5 million increase in our Technology & Shopping reportable segment.

Subscription and licensing revenues increased $7.2 million compared to the prior year period due primarily to a $6.4 million increase in our Connectivity reportable segment.

Our revenues increased during the six months ended June 30, 2025 compared to the prior period primarily due to a $45.6 million increase in advertising and performance marketing revenues driven primarily by a $23.1 million increase in our Technology & Shopping reportable segment and a $16.6 million increase in our Health & Wellness reportable segment.

Subscription and licensing revenues increased $4.2 million compared to the prior year period due primarily to a $9.7 million increase in our Connectivity reportable segment, a $3.0 million increase in our Health & Wellness reportable segment, partially offset by a $8.8 million decrease in our Cybersecurity & Martech reportable segment.

(in thousands, except percentages) Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

Our revenues increased during the three months ended September 30, 2025 compared to the prior period primarily due to a $11.5 million increase in advertising and performance marketing revenues.

This increase was driven primarily by a $10.5 million increase in our Health & Wellness reportable segment and a $3.7 million increase in our Technology & Shopping reportable segment, partially offset by a $3.0 million decrease in Gaming & Entertainment reportable segment.

Subscription and licensing revenues increased $3.0 million compared to the prior year period due primarily to a $1.2 million increase in our Technology & Shopping reportable segment.

Other revenues decreased $4.3 million compared to the prior year period due primarily to a $6.9 million decrease in our Technology & Shopping reportable segment, partially offset by a $2.3 million increase in our Cybersecurity & Martech reportable segment.

Our revenues increased during the nine months ended September 30, 2025 compared to the prior period primarily due to a $57.1 million increase in advertising and performance marketing revenues.

This increase was driven primarily by a $27.2 million increase in our Health & Wellness reportable segment and a $26.9 million increase in our Technology & Shopping reportable segment.

Subscription and licensing revenues increased $7.1 million compared to the prior year period due primarily to a $10.6 million increase in our Connectivity reportable segment, a $4.0 million increase in our Health & Wellness reportable segment, a $2.4 million increase in our Technology & Shopping reportable segment, partially offset by a $9.7 million decrease in our Cybersecurity & Martech reportable segment.

Other revenues decreased $8.6 million compared to the prior year period due primarily to a $10.6 million decrease in our Technology & Shopping reportable segment, partially offset by a $2.3 million increase in our Cybersecurity & Martech reportable segment.

(in thousands, except percentages) Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

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Direct costs represent the Company’s cost of revenues and primarily include costs associated with compensation for personnel directly involved in revenue generation, content fees, production costs, royalty fees, hosting and licensing costs, and processing fees.

The decrease in direct costs for the three months ended June 30, 2025 compared to the prior period was primarily due to a $0.5 million decrease in cloud computing, software, and other related expenses.

The increase in direct costs for the six months ended June 30, 2025 compared to the prior period was primarily due to a $0.7 million increase in professional and third-party services, as well as a $0.3 million increase in cloud computing, software, and other related expenses, partially offset by a $0.9 million decrease in salaries, benefits, and other employee expenses.

The increase in direct costs for the three months ended September 30, 2025 compared to the prior period was primarily due to a $1.9 million increase in cloud computing, software, and other related expenses.

The increase in direct costs for the nine months ended September 30, 2025 compared to the prior period was primarily due to a $1.9 million increase in cloud computing, software, and other related expenses, as well as $1.7 million increase in professional and third-party services, partially offset by a $1.6 million decrease in advertising and marketing related expenses.

Sales and Marketing

(in thousands, except percentages) Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

(in thousands, except percentages) Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

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Sales and marketing costs consist primarily of internet-based advertising, sales and marketing, personnel costs, and other business development related expenses.

Our internet-based advertising relationships consist primarily of fixed cost and performance-based (cost-per-impression, cost-per-click, and cost-per-acquisition) advertising relationships with an array of online service providers.

The increase in sales and marketing expenses during the three months ended June 30, 2025 compared to the prior period was primarily due to a $7.3 million increase in salaries, benefits, and other employee expenses as a result of current and prior year acquisitions, a $3.6 million increase in professional and third-party services as a result of a current year acquisition, and a $3.7 million increase in partner payments.

The increase in sales and marketing expenses during the six months ended June 30, 2025 compared to the prior period was primarily due to a $11.9 million increase in salaries, benefits, and other employee expenses as a result of current and prior year acquisitions, a $6.6 million increase in professional and third-party services as a result of a current year acquisition, and a $6.2 million increase in partner payments, and a $2.8 million increase in advertising and marketing related expenses.

online service providers.

The increase in sales and marketing expenses during the three months ended September 30, 2025 compared to the prior period was primarily due to a $4.5 million increase in salaries, benefits, and other employee expenses as a result of current and prior year acquisitions, a $2.4 million increase in professional and third-party services as a result of a current year acquisition, a $1.3 million increase in advertising and marketing related expenses, and a $1.3 million increase in partner payments.

The increase in sales and marketing expenses during the nine months ended September 30, 2025 compared to the prior period was primarily due to a $16.4 million increase in salaries, benefits, and other employee expenses as a result of current and prior year acquisitions, a $9.0 million increase in professional and third-party services as a result of a current year acquisition, a $7.5 million increase in partner payments, and a $4.1 million increase in advertising and marketing related expenses.

Research, Development, and Engineering

(in thousands, except percentages) Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

(in thousands, except percentages) Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

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Research, development, and engineering costs consist primarily of salaries, benefits, and other employee expenses.

The decrease in research, development, and engineering costs for the three months ended June 30, 2025, compared to the prior period was primarily due to a $1.1 million decrease in salaries, benefits, and other employee expenses and a $0.4 million decrease in a professional and other third-party services, partially offset by a $1.3 million increase in cloud computing, software, and other related expenses.

The decrease in research, development, and engineering costs for the six months ended June 30, 2025, compared to the prior period was primarily due to a $3.4 million decrease in salaries, benefits, and other employee expenses and a $1.0 million decrease in professional and other third-party services, partially offset by a $2.4 million increase in cloud computing, software, and other related expenses.

The increase in research, development, and engineering costs for the three months ended September 30, 2025, compared to the prior period was primarily due to a $1.2 million increase in cloud computing, software, and other related expenses, partially offset by a $0.9 million decrease in a professional and other third-party services.

The decrease in research, development, and engineering costs for the nine months ended September 30, 2025, compared to the prior period was primarily due to a $3.7 million decrease in salaries, benefits, and other employee expenses and a $1.9 million decrease in professional and other third-party services, partially offset by a $3.6 million increase in cloud computing, software, and other related expenses.

General, Administrative, and Other Related Costs

(in thousands, except percentages) Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

(in thousands, except percentages) Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

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General, administrative, and other related costs consist primarily of salaries, benefits, and other employee expenses including share-based compensation and severance, changes in the fair value associated with contingent consideration, bad debt expense, professional fees, and insurance costs.

The increase in general, administrative, and other related costs for the three months ended June 30, 2025 compared to the prior period was primarily due to a $6.1 million reduction in expense in 2024 from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses, which did not reoccur in 2025 and a $1.2 million increase in professional and other third-party services in 2025, partially offset by a $1.0 million decrease in salaries, benefits, and other employee expenses.

The increase in general, administrative, and other related costs for the six months ended June 30, 2025 compared to the prior period was primarily due to a $6.1 million reduction in expense in 2024 from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses, which did not reoccur in 2025 and a $1.5 million increase in cloud computing, software, and other related expenses in 2025, partially offset by a $2.3 million decrease in the fair value of contingent consideration and a $2.1 million decrease in sales taxes.

The increase in general, administrative, and other related costs for the three months ended September 30, 2025 compared to the prior period was primarily due to a $2.3 million increase in professional and other third-party services, partially offset by a $0.9 million decrease in other expenses.

The increase in general, administrative, and other related costs for the nine months ended September 30, 2025 compared to the prior period was primarily due to a $3.4 million increase in professional and other third-party services and a $1.9 million increase in cloud computing, software, and other related expenses, partially offset by a $1.2 million decrease in salaries, benefits, and other employee expenses.

Depreciation and Amortization

(in thousands, except percentages) Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

(in thousands, except percentages) Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

4 unchanged sentences

Depreciation and amortization costs consist of depreciation related to property and equipment, including internally developed software, as well as amortization of intangible assets recorded in connection with business acquisitions, and other intangible assets of the Company.

The increase in depreciation and amortization for the three months ended June 30, 2025 compared to the prior period was primarily due to an increase of $3.4 million in depreciation expense as capitalized software was placed in service and an increase of $2.8 million in amortization expense as a result of new intangible assets acquired during 2024 in business combinations.

The increase in depreciation and amortization for the six months ended June 30, 2025 compared to the prior period was primarily due to an increase of $7.6 million in depreciation expense as capitalized software was placed in service and an increase of $5.2 million in amortization expense as a result of new intangible assets acquired during 2024 in business combinations.

The increase in depreciation and amortization for the three months ended September 30, 2025 compared to the prior period was primarily due to an increase of $3.7 million in depreciation expense as capitalized software

was placed in service and an increase of $2.7 million in amortization expense primarily as a result of new intangible assets acquired during 2024 in business combinations.

The increase in depreciation and amortization for the nine months ended September 30, 2025 compared to the prior period was primarily due to an increase of $11.3 million in depreciation expense as capitalized software was placed in service and an increase of $7.9 million in amortization expense primarily as a result of new intangible assets acquired during 2024 in business combinations.

Goodwill Impairment

Goodwill impairment was $17.6 million for the three and nine months ended September 30, 2025, respectively, and related to a reporting unit within the Cybersecurity & Martech reportable segment.

Goodwill impairment was $85.3 million for the three and nine months ended September 30, 2024, respectively, and related to reporting units within the Technology & Shopping reportable segment.

Refer to Note 6 — Goodwill and Intangible Assets in Part I Item 1 of this Quarterly Report on Form 10-Q for further details.

Non-Operating Income and Expenses

The following table represents the components of non-operating income and expenses for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

The following table represents the components of non-operating income and expenses for the three and nine months ended September 30, 2025 and 2024 (in thousands):

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

2 unchanged sentences

Gain (loss) on investments, net 678 — 100% 5,018 (7,654) (165.6) %

Other (loss) income, net (5,786) 5,267 (209.9) % (8,589) 5,163 (266.4) %

Provision for credit losses on investments (17,566) — (100%) (17,566) — (100%)

Other income (loss), net 4,098 (2,633) (255.6) % (4,491) 2,530 (277.5) %

Total non-operating expense

2 unchanged sentences

Interest expense is generated primarily from interest due on outstanding debt, partially offset by interest income generated from interest earned on cash, cash equivalents, and investments.

Interest expense, net increased during the three and six months ended June 30, 2025 compared to the prior periods primarily due to lower interest income on investments as a result of a decline in cash equivalents and a reduction in rate.

Interest expense, net increased during the three and nine months ended September 30, 2025 compared to the prior periods primarily due to lower interest income on investments as a result of a decline in cash equivalents and a reduction in rate.

Loss on sale of businesses .

Loss on sale of businesses during the six months ended June 30, 2024 represents the loss on disposal of an international business in the Technology & Shopping reportable segment.

Loss on sale of businesses during the nine months ended September 30, 2024 represents the loss on disposal of an international business in the Technology & Shopping reportable segment.

Gain (loss) on investments, net.

Gain (loss) on investments, net is generated from realized and unrealized gains or losses from investments in equity and debt securities.

Gain on investments, net recorded during the three and six months ended June 30, 2025 related to the disposition of the minority equity ownership interest in OpenEvidence (formerly known as Xyla).

Gain (loss) on investments, net recorded in during the three and six months ended June 30, 2024 related to the change in the fair value of our investment in Consensus common stock prior to the disposition of the investment and the results of the disposition of the Consensus common stock during the second quarter of 2024.

Other (loss) income, net.

Other (loss) income, net is generated primarily from miscellaneous items and gains or losses on foreign currency.

Gain on investments, net recorded during the three months ended September 30, 2025 related to the sale of an immaterial equity method investment.

Gain on investments, net recorded during the nine months ended September 30, 2025 primarily related to the disposition of the minority equity ownership interest in OpenEvidence (formerly known as Xyla).

Gain (loss) on investments, net recorded during the three and nine months ended September 30, 2024 related to the change in the fair value of our investment in Consensus common stock prior to the disposition of the investment and the results of the disposition of the Consensus common stock during the second quarter of 2024.

Provision for credit losses on investments.

Provision for credit losses on investments during the three and nine months ended September 30, 2025 was generated from a provision for credit losses on the investment in corporate debt security, including accrued interest receivable.

Other income (loss), net.

Other income (loss), net is generated primarily from miscellaneous items and gains or losses on foreign currency.

The change was primarily attributable to changes in gains or losses on foreign currency.

Our effective tax rate is based on pre-tax income, statutory tax rates, tax regulations (including those related to transfer pricing), and different tax rates in the various jurisdictions in which we operate.

The tax bases of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize.

The tax basis of our assets and liabilities reflect our best estimate of the tax benefits and costs we expect to realize.

When necessary, we establish valuation allowances to reduce our deferred tax assets to an amount that will more likely than not be realized.

Provision for income taxes amounted to income tax expense of $4.3 million and $7.0 million for the three months ended June 30, 2025 and 2024, respectively, and $12.9 million and $15.2 million for the six months ended June 30, 2025 and 2024, respectively.

Our effective tax rate was 16.8% and 19.9% for the three months ended June 30, 2025 and 2024, respectively, and 24.9% and 27.9% for the six months ended June 30, 2025 and 2024, respectively.

The decrease in our effective income tax rate for the three months ended June 30, 2025 compared to the prior period was primarily attributable to the following:

a partial release of the valuation allowance against our U.S.

capital loss carryforwards, which resulted in a discrete benefit of $3.2 million recognized during the 2025 period as compared to a discrete tax benefit of $0.8 million recognized during the 2024 period;

partially offset by

an increase in a discrete charge of $0.5 million due to the recognition of the foreign exchange tax impact on dividends received from the Company’s foreign subsidiaries.

The decrease in our effective income tax rate for the six months ended June 30, 2025 compared to the prior period was primarily attributable to the following:

a partial release of the valuation allowance against our U.S.

capital loss carryforwards which resulted in a discrete tax benefit of $3.2 million recognized during the 2025 period as compared to a discrete tax expense of $2.5 million recognized during 2024 period;

Provision for income taxes amounted to income tax expense of $12.8 million and $(12.5) million for the three months ended September 30, 2025 and 2024, respectively, and $25.7 million and $(27.8) million for the nine months ended September 30, 2025 and 2024, respectively.

Our effective tax rate was 139.8% and (34.9)% for the three months ended September 30, 2025 and 2024, respectively, and 42.2% and 149.0% for the nine months ended September 30, 2025 and 2024, respectively.

The increase in our effective income tax rate for the three months ended September 30, 2025 compared to the prior period was primarily attributable to the following:

$17.6 million goodwill impairment recognized for book purposes during 2025 as compared to $85.3 million in 2024.

Since the impairment related to excess financial statement goodwill with no tax basis, no corresponding tax benefits were recognized resulting in a disproportionate effective income tax rate for both years;

an increase in our effective income tax rate due to a recognition of a valuation allowance related to a credit loss recognized on the investment in available-for-sale corporate debt security resulting in a discrete charge of $3.8 million.

The decrease in our effective income tax rate for the nine months ended September 30, 2025 compared to the prior period was primarily attributable to the following:

$17.6 million goodwill impairment recognized for book purposes during 2025 as compared to $85.3 million in 2024.

a change in the valuation allowance against U.S.

capital loss, which resulted in a net $0.5 million discrete tax expense recognized during the 2025 period as compared to a discrete tax expense of $2.5 million recognized during 2024;

partially offset by

an increase in a discrete tax charge $1.5 million related to the vesting of share-based compensation where the cumulative book expense exceeds the realized tax deduction.

an increase in the discrete tax charge related to the vesting of share-based compensation resulting in a $1.2 million greater tax shortfall period over period.

Judgment is required in determining our provision for income taxes and in evaluating our tax positions on a worldwide basis.

4 unchanged sentences

based research and experimental expenditures over five years, making these expenditures fully deductible in the period incurred beginning after 2024.

The Company currently does not expect the OBBBA to have a material impact to our effective tax rate but expect these provisions to result in a reduction of current income tax liabilities and an increase in deferred tax liabilities, which could be material.

The Company currently does not expect the OBBBA to have a material impact on its effective tax rate but expects these provisions to result in a reduction of current income tax liabilities and an increase in deferred tax liabilities, which could be material.

The Company will continue to assess the implications of the OBBBA and will provide further disclosures in subsequent reporting periods, as necessary.

Equity Method Investment

Income from equity method investment, net of tax.

Income from equity method investment was primarily generated from the investment in the OCV Fund I, LP (the “OCV Fund”) for which the Company receives annual audited financial statements.

Income (loss) from equity method investment, net of tax.

Income from equity method investment was primarily from the investment in the OCV Fund I, LP (the “OCV Fund”) for which the Company receives annual audited financial statements.

The investment in the OCV Fund is presented net of tax.

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If the Company becomes aware of a significant decline in value that is other-than-temporary, the loss will be recorded in the period in which the Company identifies the decline.

Income from equity method investment was $5.1 million, net of income tax, for the three months ended June 30, 2025 compared to income from equity method investment of $8.8 million, net of income tax, for the three months ended June 30, 2024.

Income from equity method investment was $11.7 million, net of income tax, for the six months ended June 30, 2025 compared to income from equity method investment of $8.2 million, net of income tax, for the six months ended June 30, 2024.

The decrease in income from equity method investment, net during the three months ended June 30, 2025 compared to the prior period was primarily due to a smaller increase in the value of the underlying investment.

The increase in income from equity method investment, net during the six months ended June 30, 2025 compared to the prior period was primarily due to a greater increase in the value of the underlying investment.

Income from equity method investment was less than $0.1 million, net of income tax, for the three months ended September 30, 2025 compared to loss from equity method investment of $0.1 million, net of income tax, for the three months

ended September 30, 2024.

Income from equity method investment was $11.8 million, net of income tax, for the nine months ended September 30, 2025 compared to income from equity method investment of $8.1 million, net of income tax, for the nine months ended September 30, 2024.

The increase in income from equity method investment, net during the three months ended September 30, 2025 compared to the prior period was primarily due to an increase in the value of the underlying investment.

The increase in income from equity method investment, net during the nine months ended September 30, 2025 compared to the prior period was primarily due to a greater increase in the value of the underlying investment.

Segment Results

Our businesses are based on the organizational structure used by management for making operating and investment decisions and for assessing performance:

The Company’s reportable segments are based on the organizational structure used by management for making operating and investment decisions and for assessing performance.

The Company has five reportable segments:

(i) Technology & Shopping, (ii) Gaming & Entertainment , (iii) Health & Wellness, (iv) Connectivity, and (v) Cybersecurity & Martech.

Reportable segment results presented below are exclusive of inter-segment revenues and expenses.

Reportable segment results presented below exclude inter-segment revenues and expenses.

Technology & Shopping

The financial results are presented as follows (in thousands):

Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

2 unchanged sentences

85,141 165,741 (48.6) % 259,514 322,277 (19.5) %

Operating loss

Operating income (loss)

$ 48 $ (78,615) (100.1) % $ (11,859) $ (93,317) (87.3) %

Technology & Shopping’s revenues of $80.8 million during the three months ended June 30, 2025 increased $8.2 million compared to the prior period primarily due to a $9.5 million increase in advertising and performance marketing revenues, primarily driven by a $12.0 million increase in the Technology business as a result of an acquisition in 2024, and a $0.8 million increase in subscription and licensing revenues, partially offset by a $1.2 million decline in other revenues.

Technology & Shopping’s revenues of $162.5 million during the six months ended June 30, 2025 increased $20.6 million compared to the prior period primarily due to a $23.1 million increase in advertising and performance marketing revenues, primarily driven by a $23.3 million increase in the Technology business as a result of an acquisition in 2024, and a $1.2 million increase in subscription and licensing revenues, partially offset by a decline of $3.7 million in other revenues.

Technology & Shopping’s operating costs and expenses of $88.7 million during the three months ended June 30, 2025 increased $8.1 million compared to the prior period driven by acquisitions during 2024 and were primarily due to a $3.2 million increase in depreciation and amortization, a $3.0 million increase in salaries, benefits, and other employee expenses, and a $2.7 million increase in professional and other third-party services, partially offset by $1.0 million decrease in partner payments.

Technology & Shopping’s operating costs and expenses of $174.4 million during the six months ended June 30, 2025 increased $17.8 million compared to the prior period driven by acquisitions during 2024 and were primarily due to a $8.0 million increase in salaries, benefits, and other employee expenses, a $7.7 million increase in depreciation and amortization, and a $3.7 million increase in professional and other third-party related expenses, partially offset by a $2.5 million decrease in partner payments.

As a result of these factors, Technology & Shopping’s operating loss of $7.9 million during the three months ended June 30, 2025 decreased $0.1 million compared to the prior period.

Technology & Shopping’s operating loss of $11.9 million during the six months ended June 30, 2025 decreased $2.8 million compared to the prior period.

Technology & Shopping’s revenues of $85.2 million during the three months ended September 30, 2025 decreased $1.9 million compared to the prior period primarily due to a $6.9 million decline in other revenues driven by a decline in game publishing revenues, partially offset by a $3.7 million increase in advertising and performance marketing revenues, primarily driven by an increase in the Technology business as a result of an acquisition in 2024, and a $1.2 million increase in subscription and licensing revenues.

Technology & Shopping’s revenues of $247.7 million during the nine months ended September 30, 2025 increased $18.7 million compared to the prior period primarily due to a $26.9 million increase in advertising and performance marketing revenues, primarily driven by an increase in the Technology business as a result of an acquisition in 2024, and a $2.4 million increase in subscription and licensing revenues, partially offset by a decline of $10.6 million in other revenues driven by a decline in game publishing revenues.

Technology & Shopping’s operating costs and expenses of $85.1 million during the three months ended September 30, 2025 decreased $80.6 million compared to the prior period primarily driven by a $85.3 million goodwill impairment recognized during the three months ended September 30, 2024, which did not recur in 2025 period, partially offset by $2.3 million increase in depreciation and amortization.

Technology & Shopping’s operating costs and expenses of $259.5 million during the nine months ended September 30, 2025 decreased $62.8 million compared to the prior period primarily driven by a $85.3 million goodwill impairment recognized during the nine months ended September 30, 2024, which did not recur in 2025 period, partially offset by a $9.9 million increase in depreciation and amortization driven by acquisitions during 2024, and a $9.2 million increase in salaries, benefits, and other employee expenses.

As a result of these factors, Technology & Shopping’s operating income of less than $0.1 million during the three months ended September 30, 2025 decreased $78.7 million compared to the prior period.

Technology & Shopping’s operating loss of $11.9 million during the nine months ended September 30, 2025 decreased $81.5 million compared to the prior period.

Gaming & Entertainment

The financial results are presented as follows (in thousands):

Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

4 unchanged sentences

$ 14,688 $ 15,044 (2.4) % $ 34,717 $ 33,757 2.8 %

Gaming & Entertainment’s revenues of $46.2 million during the three months ended June 30, 2025 increased $3.2 million compared to the prior period primarily due to a $4.1 million increase in advertising and performance marketing revenues primarily driven by an acquisition during 2024, partially offset by a $0.8 million decrease in subscription and licensing revenues.

Gaming & Entertainment’s revenues of $84.3 million during the six months ended June 30, 2025 increased $4.6 million compared to the prior period primarily due to a $5.7 million increase in advertising and performance marketing revenues primarily driven by an acquisition during 2024, partially offset by a decrease of $1.1 million in subscription and licensing revenues.

Gaming & Entertainment’s operating costs and expenses of $35.0 million during the three months ended June 30, 2025 increased $0.2 million compared to the prior period primarily due to a $0.7 million increase in cloud computing, software, and other related expenses, partially offset by a $0.5 million decrease in salaries, benefits, and other employee expenses.

Gaming & Entertainment’s operating costs and expenses of $64.2 million during the six months ended June 30, 2025 increased $3.3 million compared to the prior period primarily due to a $1.6 million increase in cloud computing, software, and other related expenses, a $0.5 million increase in partner payments, a $0.5 million increase in advertising and marketing related expenses, and a $0.4 million increase in depreciation and amortization.

As a result of these factors, Gaming & Entertainment’s operating income of $11.3 million during the three months ended June 30, 2025 increased $3.1 million compared to the prior period.

Gaming & Entertainment’s operating income of $20.0 million during the six months ended June 30, 2025 increased $1.3 million compared to the prior period.

Gaming & Entertainment’s revenues of $47.6 million during the three months ended September 30, 2025 decreased $2.1 million compared to the prior period primarily due to a $3.0 million decrease in advertising and performance marketing revenues, partially offset by a $0.9 million increase in subscription and licensing revenues.

Gaming & Entertainment’s revenues of $131.8 million during the nine months ended September 30, 2025 increased $2.5 million compared to the prior period primarily due to a $2.7 million increase in advertising and performance marketing revenues, partially offset by a decrease of $0.2 million in subscription and licensing revenues.

Gaming & Entertainment’s operating costs and expenses of $32.9 million during the three months ended September 30, 2025 decreased $1.8 million compared to the prior period primarily due to a $3.1 million decrease in other expenses and a $1.1 million decrease in salaries, benefits, and other employee expenses, partially offset by a $1.9 million increase in partner payments.

Gaming & Entertainment’s operating costs and expenses of $97.1 million during the nine months ended September 30, 2025 increased $1.5 million compared to the prior period primarily due to a $2.5 million increase in partner payments, a $2.0 million increase in cloud computing, software, and other related expenses, partially offset by a $2.9 million decrease in other expenses.

As a result of these factors, Gaming & Entertainment’s operating income of $14.7 million during the three months ended September 30, 2025 decreased $0.4 million compared to the prior period.

Gaming & Entertainment’s operating income of $34.7 million during the nine months ended September 30, 2025 increased $1.0 million compared to the prior period.

Health & Wellness

The financial results are presented as follows (in thousands):

Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

4 unchanged sentences

$ 22,858 $ 18,247 25.3 % $ 55,838 $ 40,149 39.1 %

Health & Wellness’s revenues of $99.5 million during the three months ended June 30, 2025 increased $13.5 million compared to the prior period primarily due to a $12.2 million increase in advertising and performance marketing revenues, primarily driven by a $11.4 million increase in the Health & Wellness Consumer business due in part to an acquisition in 2025, and an increase in subscription and licensing revenues of $1.4 million, partially offset by a $0.2 million decline in other revenues.

Health & Wellness’s revenues of $185.2 million during the six months ended June 30, 2025 increased $19.3 million compared to the prior period primarily due to a $16.7 million increase in advertising and performance marketing revenues, driven by a $16.5 million increase in the Health & Wellness Consumer business due in part to an acquisition in 2025, and an increase in subscription and licensing revenues of $3.0 million, partially offset by a $0.4 million decline in other revenues.

Health & Wellness’s operating costs and expenses of $83.4 million during the three months ended June 30, 2025 increased $10.7 million compared to the prior period primarily due to a $3.8 million increase in partner payments and, due in part to an acquisition in 2025, a $1.6 million increase in salaries, benefits, and other employee expenses, a $1.4 million increase in depreciation and amortization, a $1.2 million increase in advertising and marketing related expenses, and a $1.2 million increase in other expenses

Health & Wellness’s operating costs and expenses of $152.3 million during the six months ended June 30, 2025 increased $8.2 million compared to the prior period primarily due to a $5.6 million increase in partner payments and, due in part to an acquisition in 2025, a $1.3 million increase in cloud computing, software, and other related expenses, and a $0.9 million increase in depreciation and amortization.

As a result of these factors, Health & Wellness’s operating income of $16.0 million during the three months ended June 30, 2025 increased $2.7 million compared to the prior period.

Health & Wellness’s operating income of $33.0 million during the six months ended June 30, 2025 increased $11.1 million compared to the prior period.

Health & Wellness’s revenues of $102.3 million during the three months ended September 30, 2025 increased $11.5 million compared to the prior period primarily due to a $10.5 million increase in advertising and performance marketing revenues, primarily driven by a $9.6 million increase in the Health & Wellness Consumer business due in part to an acquisition in 2025, and a $0.9 million increase in subscription and licensing revenues, and a $0.1 million increase in other revenues.

Health & Wellness’s revenues of $287.5 million during the nine months ended September 30, 2025 increased $30.8 million compared to the prior period primarily due to a $27.2 million increase in advertising and performance marketing revenues, driven by a $26.1 million increase in the Health & Wellness Consumer business due in part to an acquisition in 2025, and a $4.0 million increase in subscription and licensing revenues, partially offset by a $0.3 million decline in other revenues.

Health & Wellness’s operating costs and expenses of $79.4 million during the three months ended September 30, 2025 increased $6.9 million compared to the prior period primarily due to a $1.8 million increase in salaries, benefits, and other employee expenses, a $1.2 million increase in partner payments, and a $1.2 million increase in cloud computing, software, and other related expenses.

Health & Wellness’s operating costs and expenses of $231.7 million during the nine months ended September 30, 2025 increased $15.1 million compared to the prior period primarily due to a $6.8 million increase in partner payments due in part to an acquisition in 2025, a $2.5 million increase in cloud computing, software, and other related expenses, and a $1.8 million increase in depreciation and amortization.

As a result of these factors, Health & Wellness’s operating income of $22.9 million during the three months ended September 30, 2025 increased $4.6 million compared to the prior period.

Health & Wellness’s operating income of $55.8 million during the nine months ended September 30, 2025 increased $15.7 million compared to the prior period.

The financial results are presented as follows (in thousands):

Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

4 unchanged sentences

$ 16,456 $ 20,813 (20.9) % $ 54,772 $ 61,874 (11.5) %

Connectivity’s revenues of $57.4 million during the three months ended June 30, 2025 increased $7.1 million compared to the prior period primarily due to an increase of $6.4 million in subscription and licensing revenues driven primarily by a $6.1 million increase in our revenues from network performance services.

Connectivity’s revenues of $113.2 million during the six months ended June 30, 2025 increased $9.8 million compared to the prior period primarily due to an increase of $9.7 million in subscription and licensing revenues driven primarily by a $9.4 million increase in our revenues from network performance services.

Connectivity’s operating costs and expenses of $38.6 million during the three months ended June 30, 2025 increased $10.0 million compared to the prior period primarily due to a $6.1 million increase in other related expenses due to a 2024 reduction in expense from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses not recurring in 2025, a $2.1 million increase in salaries, benefits, and other employee expenses in 2025, and a $1.6 million increase in professional and other third-party services in 2025.

Connectivity’s operating costs and expenses of $74.9 million during the six months ended June 30, 2025 increased $12.5 million compared to the prior period primarily due to a $6.1 million increase in other related expenses due to a 2024 reduction in expense from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses not recurring in 2025, a $3.0 million increase in professional and other third-party services in 2025, and a $2.0 million increase in salaries, benefits, and other employee expenses in 2025.

As a result of these factors, Connectivity’s operating income of $18.8 million during the three months ended June 30, 2025 decreased $2.9 million compared to the prior period.

Connectivity’s operating income of $38.3 million during the six months ended June 30, 2025 decreased $2.7 million compared to the prior period.

Connectivity’s revenues of $57.2 million during the three months ended September 30, 2025 increased $1.2 million compared to the prior period primarily due to an increase of $0.9 million in subscription and licensing revenues driven by a $1.1 million increase in our revenues from network performance services.

Connectivity’s revenues of $170.4 million during the nine months ended September 30, 2025 increased $11.0 million compared to the prior period primarily due to an increase of $10.6 million in subscription and licensing revenues driven primarily by a $10.5 million increase in our revenues from network performance services.

Connectivity’s operating costs and expenses of $40.7 million during the three months ended September 30, 2025 increased $5.6 million compared to the prior period primarily due to a $2.0 million increase in salaries, benefits, and other employee expenses, a $1.7 million increase in professional and other third-party services, and a $1.6 million increase in other related expenses.

Connectivity’s operating costs and expenses of $115.6 million during the nine months ended September 30, 2025 increased $18.1 million compared to the prior period primarily due to a $7.8 million increase in other related expenses due to a 2024 reduction in expense from changes in estimated amounts of deferred acquisition payments related to previously acquired businesses not recurring in 2025, a $4.8 million increase in professional and other third-party services in 2025, and a $4.0 million increase in salaries, benefits, and other employee expenses in 2025.

As a result of these factors, Connectivity’s operating income of $16.5 million during the three months ended September 30, 2025 decreased $4.4 million compared to the prior period.

Connectivity’s operating income of $54.8 million during the nine months ended September 30, 2025 decreased $7.1 million compared to the prior period.

Cybersecurity & Martech

The financial results are presented as follows (in thousands):

Three months ended June 30, Percentage Change Six months ended June 30, Percentage Change

Three months ended September 30, Percentage Change Nine months ended September 30, Percentage Change

2025 2024 2025 2024

2 unchanged sentences

77,884 55,135 41.3 % 189,989 168,595 12.7 %

Operating income

Operating (loss) income

$ (6,425) $ 14,891 (143.1) % $ 17,133 $ 45,866 (62.6) %

Cybersecurity & Martech’s revenues of $68.3 million during the three months ended June 30, 2025 decreased $0.6 million compared to the prior period primarily due to a $2.5 million decrease in subscription and licensing revenues within the Company’s martech business, partially offset by a $1.9 million increase in subscription and licensing revenues within the Company’s cybersecurity business.

Cybersecurity & Martech’s revenues of $135.7 million during the six months ended June 30, 2025 decreased $8.8 million compared to the prior period primarily due to a decline in subscription and licensing revenues within certain brands of each of the Company’s Martech business and Cybersecurity business.

Cybersecurity & Martech‘s operating costs and expenses of $56.1 million during the three months ended June 30, 2025 decreased $1.3 million compared to the prior period primarily due to a $1.2 million decrease in salaries, benefits, and other employees expenses and a $0.9 million decrease in advertising and marketing related expenses, partially offset by a $1.0 million increase in depreciation and amortization expense.

Cybersecurity & Martech‘s operating costs and expenses of $112.1 million during the six months ended June 30, 2025 decreased $1.4 million compared to the prior period primarily due to a $3.3 million decrease in salaries, benefits, and other employees expenses, a $1.5 million decrease in advertising and marketing related expenses, and $2.0 million decrease in other expenses, partially offset by a $3.7 million increase in depreciation and amortization expense and a $1.4 million increase in partner payments.

As a result of these factors, Cybersecurity & Martech’s operating income of $12.2 million during the three months ended June 30, 2025 increased $0.7 million compared to the prior period.

Cybersecurity & Martech’s operating income of $23.6 million during the six months ended June 30, 2025 decreased $7.4 million compared to the prior period.

Cybersecurity & Martech’s revenues of $71.5 million during the three months ended September 30, 2025 increased $1.4 million compared to the prior period primarily due to a $2.5 million increase in subscription and licensing revenues within the Company’s Cybersecurity business and a $2.3 million increase in other revenues related to a business acquired in 2025 within the Company’s Martech business, partially offset by a $3.4 million decrease in subscription and licensing revenues within the Company’s Martech business.

Cybersecurity & Martech’s revenues of $207.1 million during the nine months ended September 30, 2025 decreased $7.3 million compared to the prior period primarily due to a $9.7 million decline in subscription and licensing revenues within certain brands of each of the Company’s Martech business and Cybersecurity business, partially offset by a $2.3 million increase in other revenues related to a business acquired in 2025.

Cybersecurity & Martech‘s operating costs and expenses of $77.9 million during the three months ended September 30, 2025 increased $22.7 million compared to the prior period primarily due to a $17.6 million goodwill impairment, a $3.1 million increase in depreciation and amortization expense, a $1.6 million increase in cloud computing, software, and other related expenses, and a $1.6 million increase in professional and other third-party services, partially offset by a $1.6 million decrease in advertising and marketing related expenses.

Cybersecurity & Martech‘s operating costs and expenses of $190.0 million during the nine months ended September 30, 2025 increased $21.4 million compared to the prior period primarily due to a $17.6 million goodwill impairment, a $6.8 million increase in depreciation and amortization expense, a $2.0 million increase in partner payments, and a $1.8 million increase in cloud computing, software, and other related expenses, partially offset by a $3.6 million decrease in salaries, benefits, and other employees expenses and a $3.0 million decrease in advertising and marketing related expenses.

As a result of these factors, Cybersecurity & Martech’s operating loss of $6.4 million during the three months ended September 30, 2025 increased $21.3 million compared to the prior period.

Cybersecurity & Martech’s operating income of $17.1 million during the nine months ended September 30, 2025 decreased $28.7 million compared to the prior period.

Liquidity and Capital Resources

5 unchanged sentences

Cash, cash equivalents, and investments consisted of (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 503,368 $ 505,880

2 unchanged sentences

Cash, cash equivalents, and investments held within domestic and foreign jurisdictions were as follows (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash, cash equivalents, and investments held in domestic jurisdiction $ 527,762 $ 581,315

1 unchanged sentence

Cash, cash equivalents, and investments $ 622,925 $ 664,067

During the three months ended June 30, 2025, the Company received the distribution from the OCV Fund of $9.2 million.

During the three and nine months ended September 30, 2025, the Company received the distribution from the OCV Fund of $1.5 million and $10.8 million, respectively.

For information on long-term investments of the Company, refer to Note 4 — Investments in Part I Item 1 of this Quarterly Report on Form 10-Q for further details.

1 unchanged sentence

The Joinder and Amendment provides for, among other things, (i) an increase in the Aggregate Revolving Loan Commitment by an aggregate principal amount of $250.0 million for a total of $350.0 million, (ii) an extension of the scheduled maturity date from April 7, 2026 to the earlier of (x) June 18, 2027 or (y) under certain limited circumstances, August 2, 2026, (iii) a “credit spread adjustment” for SOFR-based borrowings of 0.10% across all interest periods, (iv) the inclusion of limited conditionality borrowing mechanics with respect to certain borrowings, and (v) certain other related amendments.

As of each June 30, 2025 and December 31, 2024, net availability under the Credit Agreement was $348.9 million, net of letters of credit.

As of each September 30, 2025 and December 31, 2024, net availability under the Credit Agreement was $348.8 million and $348.9 million, respectively, net of letters of credit.

On July 16, 2024, the Company issued $263.1 million in aggregate principal amount of new 3.625% Convertible Notes due 2028 (the “3.625% Convertible Notes”) and paid an aggregate of approximately $135.0 million in cash in exchange for approximately $400.9 million in aggregate principal amount of the Company’s 1.75% Convertible Notes (collectively, the “Exchange Transaction”) pursuant to separate, privately negotiated exchange agreements with certain holders of the 1.75% Convertible Notes.

1 unchanged sentence

The 3.625% Convertible Notes will mature on March 1, 2028, unless earlier converted or repurchased.

The 3.625% Convertible Notes can be settled in cash, the Company’s common stock, or a combination of cash and the Company’s common stock, at $0.01 par value per share, at the Company’s election.

The 3.625% Convertible Notes can be settled in cash, the Company’s common stock at an initial conversion rate of $100 per share, or a combination of cash and the Company’s common stock, at the Company’s election.

See Note 7 – Debt in Part I Item 1 of this Quarterly Report on Form 10-Q for further details.

2 unchanged sentences

These long-term contractual obligations extend through 2031.

Refer to Note 7 – Debt and Note 3 — Business Acquisition to the Notes to the Condensed Consolidated Financial Statements included in Part I Item 1 of this Quarterly Report on Form 10-Q.

As of June 30, 2025, we and our subsidiaries had outstanding $865.4 million in aggregate principal amount of indebtedness.

As of June 30, 2025, our total future minimum lease payments were $35.2 million of which approximately $10.8 million future minimum lease payments are due in the succeeding twelve months.

As of June 30, 2025, our liability for uncertain tax positions was $31.3 million.

Refer to Note 7 – Debt and Note 3 — Business

Acquisition to the Notes to the Condensed Consolidated Financial Statements included in Part I Item 1 of this Quarterly Report on Form 10-Q.

As of September 30, 2025, we and our subsidiaries had outstanding $865.9 million in aggregate principal amount of indebtedness.

As of September 30, 2025, our total future minimum lease payments were $30.4 million of which approximately $8.5 million future minimum lease payments are due in the succeeding twelve months.

As of September 30, 2025, our liability for uncertain tax positions was $33.1 million.

In the ordinary course of business, the Company enters into commitments including those related to cloud computing, information technology, security, and information and document management.

The Company also has revenue sharing arrangements with annual minimum guarantees based upon third-party website advertising metrics and other contractual provisions.

We currently anticipate that our existing cash and cash equivalents, cash generated from operations, and availability under our revolving credit facility, will be sufficient to meet our anticipated needs for working capital, capital expenditures, and share repurchases, if any, for at least the next 12 months.

We currently anticipate that our existing cash and cash equivalents, cash generated from operations, and availability under our revolving credit facility, will be sufficient to meet our anticipated needs for working capital, capital expenditures, principal payments on our indebtedness, and share repurchases, if any, for at least the next 12 months.

The following table provides a summary of cash flows from operating, investing, and financing activities (in thousands):

Six months ended June 30, Change

Nine months ended September 30, Change

Net cash provided by operating activities $ 215,986 $ 232,082 $ (16,096)

3 unchanged sentences

Our net cash provided by operating activities resulted primarily from cash received from our customers offset by cash payments we made to third parties for their services, employee compensation, interest payments associated with our debt, and taxes.

The $48.4 million decrease in net cash provided by operating activities during the six months ended June 30, 2025 compared to the prior period was primarily related to the significant working capital usage by TDS Gift Cards (“TDS”), which has a seasonally low level of activity and free cash flow during the first half of the year.

The decrease in net cash provided by operating activities includes the activities of TDS, which had a negative impact of $(86.6) million during the first half of 2025.

The $16.1 million decrease in net cash provided by operating activities during the nine months ended September 30, 2025 compared to the prior period was primarily related to the working capital usage by TDS Gift Cards (“TDS”).

The decrease in net cash provided by operating activities includes the activities of TDS, which had a negative impact of $(47.6) million during the nine months ended September 30, 2025.

Investing Activities

The $11.5 million decrease in net cash used in investing activities during the six months ended June 30, 2025 compared to the prior period was primarily related to a distribution received from the OCV Fund and higher proceeds received from sale of equity investments compared to the prior period.

The $148.2 million decrease in net cash used in investing activities during the nine months ended September 30, 2025 compared to the prior period was primarily related to lower cash used on business acquisitions during the nine months ended September 30, 2025.

Financing Activities

The $24.9 million decrease in net cash used in financing activities during the six months ended June 30, 2025 compared to the prior period was primarily related to a smaller amount of cash used for share repurchases.

The $211.6 million decrease in net cash used in financing activities during the nine months ended September 30, 2025 compared to the prior period was primarily related to an absence in the 2025 period of cash outflows related to a settlement of a portion of the outstanding principal amount of the Company’s 1.75% Convertible Notes, which occurred during the nine months ended September 30, 2024, as well as a smaller amount of cash used for share repurchases.

Stock Repurchase Program

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On August 2, 2024 the Board authorized (i) an increase in its 2020 Program pursuant to which the Company may purchase up to an additional five million shares of the Company’s common stock (the “Additional Authorization”) and (ii) an extension of the expiration date of the share repurchase program from August 6, 2025 to August 2, 2029.

As a result of the Additional Authorization, the aggregate number of shares of the Company’s common stock under the 2020 Program increased from up to ten million shares to up to 15 million shares of the Company’s common stock.

Company’s common stock.

In connection with the authorization, the Company entered into certain Rule 10b5-1 trading plans with a broker-dealer to facilitate the repurchase program.

A summary of share repurchases under the 2020 Program during the six months ended June 30, 2025 is as follows (in thousands, except share amounts):

A summary of share repurchases under the 2020 Program during the nine months ended September 30, 2025 is as follows (in thousands, except share amounts):

Total number of shares repurchased Aggregate purchase price (1)

Shares remaining under repurchase authorization as of June 30, 2025

Shares remaining under repurchase authorization as of September 30, 2025

3,011,405 $109,854 3,229,903

(1) Includes the impact of excise taxes.

Cumulatively as of June 30, 2025, 10,593,538 shares have been repurchased under the 2020 Program, at an aggregate cost of $649.7 million (including excise tax).

Cumulatively as of September 30, 2025, 11,770,097 shares have been repurchased under the 2020 Program, at an aggregate cost of $693.5 million (including excise tax).

These shares were subsequently retired.

1 unchanged sentence

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis