Fluent, Inc.

1. Summary of significant accounting policies

(a) Basis of preparation

The accompanying unaudited consolidated financial statements have been prepared by Fluent, Inc., a Delaware corporation (the "Company" or "Fluent"), in accordance with accounting principles generally accepted in the United States ("GAAP" or "U.S. GAAP") and applicable rules and regulations of the Securities and Exchange Commission (the "SEC") regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations.

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods ended* September 30, 2025* and2024, but arenot necessarily indicative of the results of operations to be anticipated for any future interim periods or for the full year ending* December 31, 2025*.

From time to time, the Company* mayenter into relationships or investments with other entities, and, in certain instances, the entity in which the Company has a relationship or investment may*qualify as a variable interest entity ("VIE"). The Company consolidates a VIE in its financial statements if the Company is deemed to be the primary beneficiary of the VIE. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE.

The information included in this Quarterly Report on Form10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company's Annual Report on Form10-K for the year ended* December 31, 2024* ("2024 Form10-K") filed with the SEC on* March 31,2025. The consolidated balance sheet as of December 31, 2024* included herein was derived from the audited financial statements as of that date and included in the2024 Form10-K.

Reclassification

To conform with the current year presentation, certain prior year amounts related to equity financing costs have been reclassified and separately presented from proceeds from issuance of common stock and warrants on the consolidated statements of cash flow.

Going concern

In accordance with Accounting Standards Codification ("ASC")205-40, Presentation of Financial Statements – Going Concern, management must evaluate whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern forone year after the date these accompanying unaudited consolidated financial statements are issued (the "issuance date"). As part of this evaluation, management* mayconsider the potential mitigating impact of its plans that havenot* been fully implemented as of the issuance date if (a) it is probable that management's plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company's ability to continue as a going concern withinone year after the issuance date.

The Company has experienced declining revenue and profitability in the last several years, in large part due to difficulties sourcing traffic for the Company's owned and operated digital media properties ("O&O Sites"). In2023, the FTC Consent Order (as defined in Note10,Contingencies) imposed more rigorous standards and vetting of the Company's third-party publishers, some of whom electednot to work with the Company, which negatively impacted the Company's registration volume on its O&O Sites (see Note10,Contingencies). Moreover, borrowings under the SLR Revolver (as defined in Note4,Long-term debt, net) pursuant to the SLR Credit Agreement (as defined and discussed in Note4,Long-term debt, net) are limited to a borrowing base, that fluctuates weekly, based on eligible accounts receivable. As a result of the borrowing base limit and the above performance issues, the available borrowing capacity has the potential to be insufficient to fund operations and meet the Company's needs.

Given the continued challenges the Company has faced achieving profitability, the Company has made reductions in workforce, including during thefirst quarter of2025, and restructured certain long-term contracts to better align with the Company’s results and cash flow requirements. The Company will continue to monitor the performance of its business units to determine the impact of potential divestments and consider further cost reduction measures and reallocation of resources that will enable the Company to meet its projected budget and cash flow requirements.

As of* September 30, 2025,the Company was in compliance with its financial covenants under the SLR Credit Agreement (as defined below in Note4*,Long-term debt, net). Although the financial covenants under the SLR Credit Agreement were reset in thethird quarter of2025 based on the Company’stwelve month projections, the Company hasnot met its projection for certain recent quarters, and if during any future quarter, the Company doesnot comply with any of its financial covenants, such non-compliance would result in default and therefore give SLR the right to accelerate maturities. In such case, the Company wouldnot have sufficient funds to repay the borrowings under the SLR Credit Agreement. As a result of the foregoing, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern forone year after the date of issuance of this Quarterly Report on Form10-Q.

The accompanying consolidated financial statements donot include any adjustments relating to the possible future effects on the recoverability and classification of recorded assets and classification of liabilities that might result should the Company be unable to continue as a going concern.

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Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant transactions among the Company and its subsidiaries have been eliminated upon consolidation.

(b) Recently issued and adopted accounting standards

Accounting pronouncementsnot listed below were assessed and determined to benot applicable or are expected to have minimal impact on the Company's consolidated financial statements.

In* October 2023,the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiatives, which incorporates updates to the Codification to align with SEC disclosure requirements in response to the August 2018SEC ReleaseNo.* 33-10532. ASU2023-06 updates and simplifies certain SEC disclosure requirements that were duplicative or outdated due to changes in other SEC requirements and in U.S. GAAP, International Financial Reporting Standards, or the overall financial reporting environment. The new guidance is effective for each amendment only if the SEC removes the related disclosure of presentation requirements from its existing regulations by* June 30, 2027.*The guidance is to be applied prospectively, with early adoption prohibited. The Company is currently evaluating the impact of adopting the ASU on its consolidated financial statements and disclosures.

In* December 2023,the FASB issued ASUNo.* 2023-09, Income Taxes (Topic470*): Improvements to Income Tax Disclosures*, designed to increase the transparency and usefulness of income tax disclosures for financial statement users. The ASU follows investors' indication and request for enhanced tax disclosures in order to better assess an entity’s operations, related tax risks, jurisdictional tax exposures, and increase transparency regarding tax information through improvements to tax disclosures, specifically rate reconciliation, income taxes paid, and unrecognized tax benefits and certain temporary differences. The new guidance is effective for fiscal years beginning after* December 15, 2024and interim periods within fiscal years beginning after December 15, 2025,*and early adoption is permitted. The guidance will be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220*-40): Disaggregation of Income Statement Expenses*, which requires additional disclosures about a public business entity’s costs and expenses on the face of the financial statements. The ASU follows investors' requests for more detailed information and disclosures of disaggregated financial reporting information about the types of expenses in commonly presented expense captions (such as cost of sales, selling, general, and administrative, and research and development), including purchases of inventory, employee compensation, depreciation, amortization, and depletion. The new guidance is effective for fiscal years beginning after* December 15, 2026and interim periods beginning after December 15, 2027,*and early adoption is permitted. The guidance will be applied on a prospective basis to financial statements issued for reporting periods after the effective date, or retrospectively to any and all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In* November 2024,the FASB issued ASUNo.* 2024-04, Debt with Conversion and Other Options (Subtopic470*-20): Induced Conversions of Convertible Debt Instruments* which is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that arenot currently convertible, should be accounted for as an induced conversion. The new guidance is effective for fiscal years beginning after* December 15, 2025,*and interim periods within those fiscal periods, and early adoption is permitted. The guidance will be applied on a prospective basis to financial statements issued for reporting periods after the effective date, or retrospectively to any and all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In* July 2025,the FASB issued ASUNo.* 2025-05, Financial Instruments-Credit Losses (Topic236*): Measurement of Credit Losses for Accounts Receivable and Contract Assets*, which addresses challenges encountered when applying Topic236 guidance to current accounts receivable and current contract assets arising from transactions accounted for under Topic606. The amendments in this update will be effective for fiscal years beginning after* December 15, 2025*and interim periods within those fiscal periods, and early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In* September 2025,the FASB issued ASUNo.* 2025-06, Intangibles –Goodwill and Other–* Internal-Use Software*, which amends certain aspects of the accounting for and disclosure of software costs under ASCNo. 350-40. ASUNo. 2025-06 clarified and modernizes the accounting for costs related to internal-use software. The amendments in ASUNo. 2025-06 remove all references to project stages throughout SubtopicNo. 350-40 and clarify the threshold entities apply to begin capitalizing costs. The guidance will be effective for fiscal years beginning after* December 15, 2027,*and interim periods within those fiscal periods. Companies have the option to apply the guidance on a retrospective or prospective basis, and early adoption is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

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(c) Revenue recognition

Data and performance-based marketing revenue

Revenue is generated when there is a transfer of control of a good or service for a consideration amount the Company is expected to be entitled to. Revenue is recognized when a company has satisfied its performance obligations to a customer and can reasonably expect and measure the payment. The Company's performance obligations are typically to (a) deliver data records based on predefined qualifying characteristics specified by the customer, (b) generate conversions based on predefined user actions (for example, a click, a registration, or the installation of an app) and subject to certain qualifying characteristics specified by the customer, (c) transfer calls with the Company's advertiser clients as a part of the call center operation, or (d) deliver media spend as a part of the business of AdParlor, LLC ("AdParlor"), a wholly-owned subsidiary of the Company. These Company performance obligations have the customer simultaneously receiving and consuming the benefits provided.

The Company applies the practical expedient related to the review of a portfolio of contracts in reviewing the terms of customer contracts asone collective group, rather than by individual contract. Based on historical performance of the contracts contained in this portfolio and the similar nature and characteristics of the customers, the Company concluded that the financial statement effects arenot materially different than accounting for revenue on a contract-by-contract basis.

The Company has elected the "right to invoice" practical expedient available within ASC606-10-55-18 as the measure for revenue to be recognized, as it corresponds directly with the amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company's revenue arrangements donot contain significant financing components.

For each identified performance obligation in a contract with a customer, the Company assesses whether it or thethird-party supplier is the principal or agent. In arrangements where the Company has substantive control of the specified goods and services, is primarily responsible for the integration of products and services into the final deliverable to the customer, and has inventory risk and discretion in establishing pricing, the Company is considered to have acted as the principal. For performance obligations in which the Company acts as principal, the Company records the gross amount billed to the customer within revenue and the related incremental direct costs incurred as cost of revenue. If thethird-party supplier, rather than the Company, is primarily responsible for the performance and deliverable to the customer, and the Company solely arranges for thethird-party supplier to provide services to the customer, the Company is considered to have acted as the agent. For performance obligations in which the Company acts as the agent, the net fees on such transactions are recorded as revenue, withno associated costs of revenue for the Company.

If a customer pays consideration before the Company's performance obligations are satisfied, such amounts are classified as deferred revenue on the consolidated balance sheets. As of* September 30, 2025*,* December 31, 2024*, and* December 31, 2023,the balance of deferred revenue was $474, $556, and $430, respectively. The majority of the deferred revenue balance as of December 31, 2024* was recognized as revenue during thefirst quarter of2025.

When there is a delay between the period in which revenue is recognized and when a customer invoice is issued, revenue is recognized, and the corresponding amounts are recorded as unbilled revenue within accounts receivable on the consolidated balance sheets. As of* September 30, 2025*,* December 31, 2024*, and* December 31, 2023,unbilled revenue included in the Company's accounts receivable was $11,762, $18,625, and $21,488, respectively. In line with industry practice, the unbilled revenue balance is recorded based on the Company's internally tracked conversions, net of estimated variances between this amount and the amount tracked and subsequently confirmed by customers. Substantially all amounts included within the unbilled revenue balance are invoiced to customers within the month directly following the period of service. Historical estimates related to unbilled revenue havenot* differed materially from actual invoiced revenue.

Sales commissions are recorded at the time revenue is recognized and recorded in sales and marketing in the consolidated statements of operations. The Company has elected to utilize a practical expedient to expense incremental costs incurred related to obtaining a contract.

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In addition, the Company elected the practical expedient tonot disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length ofone year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

Commission revenue

The Company, acting as the agent, recognizes commission revenue that it expects to receive from an insurance provider from the sale of certain of its health insurance policies, which includes the assumed automatic renewals of such policies once its performance obligation is satisfied. The Company considers its performance obligation related to commissions for both the initial policy sale and future renewals of the policy to be satisfied upon submission by the Company of the initial policy application.

The Company applies the practical expedient to estimate the commission revenue for each insurance policy by applying the use of the portfolio approach to policies grouped together by product type and period submitted for effectuation. The commission revenue is variable based on a policy's estimated lifetime value ("LTV"), which is the amount of time the Company expects the policy will remain effective based on past trends, industry data, expectations as to future retention rates, and commission rates, based on the expected value method. Further, the Company considers the application of constraints to the LTV and only recognizes the amount of variable consideration believed probable to be received that willnot be subject to a significant revenue reversal in the future. Based on this, the commission revenue is recorded upon satisfaction of the performance obligation, with the associated payment, typically paid monthly, over time, by the insurance provider as the consumer renews and pays the insurance provider for the policy over the duration the consumer remains on the policy. The Company reassesses the estimated LTV for the health insurance policies on a quarterly or as-needed basis. Adjustments to the LTV* mayresult in an increase or decrease in revenue and the corresponding asset in the period the change is made. As of September 30, 2025,*the Company had receivables of $925 related to commission revenue.

**Revenue Disaggregation **

The following table presents the Company’s disaggregated revenue by media resources along with its availability and demand for thethree andnine months ended* September 30, 2025and2024*, based on segment reporting:

The Owned and Operated and Commerce Media Solutions in the table above represent the Company’s data and performance-based marketing revenue. Call Solutions mainly represents the Company’s performance-based marketing revenue.

Seasonality

Our performance is subject to fluctuations related to seasonality and cyclicality in our clients' businesses and in media sources. Other factors affecting our business* may*include macroeconomic conditions that impact the digital advertising industry, the various client verticals we serve, and general market conditions.

(d) Use of estimates

The preparation of consolidated financial statements in accordance with U.S. GAAP requires the Company’s management to make estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include the allowance for credit losses, useful lives of intangible assets, recoverability of the carrying amounts of intangible assets, the portion of revenue subject to estimates for variances between internally-tracked conversions and those confirmed by the customer, the variable commission revenue based on the estimated LTV, consolidation of VIE, fair value of Convertible Notes (as defined in Note4,Long-term debt, net) with related parties based on input assumptions, share-based compensation and income tax provision. These estimates are often based on complex judgments and assumptions that management believes to be reasonable but are inherently uncertain and unpredictable. Actual results could differ from these estimates.

(e) Fair value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

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Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC820, Fair Value Measurements and Disclosuredescribes a fair value hierarchy based on the followingthree levels of inputs, of which thefirst two are considered observable and the last unobservable, that* may*be used to measure fair value:

See Note5,Fair Value Measurements, for further details.

(f) Goodwill

Goodwill represents the difference between the purchase price and the estimated fair value of net assets acquired when accounted for by the acquisition method of accounting. As of* September 30, 2025* and* December 31, 2024*, there wasno remaining goodwill.

(g) Common stock warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments in accordance with the guidance provided in ASC480, Distinguishing Liabilities from Equity, and ASC815, Derivatives and Hedging. Equity-classified warrants are those that are indexed to the Company’s own stock and meet the criteria for equity classification under ASC815-40. These instruments are recorded in equity at fair value on the issuance date and arenot subsequently remeasured, provided the Company continues to meet the equity classification criteria.

2. Income (loss) per share

Basic income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding, restricted stock units ("RSUs"), and restricted common stock that have vested butnot been delivered during the period. Diluted income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock and is calculated using the treasury stock method for stock options, RSUs, restricted stock, pre-funded warrants, common stock warrants, direct offering, deferred common stock, and unvested shares (see Note7,Equity, below). Stock equivalent shares are excluded from the calculation in loss periods, as their effects would be anti-dilutive.

For thethree andnine months ended* September 30, 2025and2024*, basic and diluted loss per share were as follows:

Based on exercise prices compared to the average stock prices for thethree andnine months ended* September 30, 2025and2024*, certain stock equivalents have been excluded from the diluted weighted average share calculations due to their anti-dilutive nature.

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3. Intangible assets, net

Intangible assets, net, other than goodwill, consist of the following:

The gross amounts associated with software developed for internal use primarily represent capitalized costs of internally developed software. The amounts relating to acquired proprietary technology, customer relationships, trade names, domain names, and databases primarily represent the fair values of intangible assets acquired as a result of the acquisition of Fluent, LLC, effective* December 8, 2015;the acquisition of Q Interactive, LLC, effective June 8, 2016;the acquisition of substantially all the assets of AdParlor Holdings, Inc. and certain of its affiliates, effective July 1, 2019;the acquisition of a 50% interest in Winopoly, LLC, effective April 1, 2020;and the initial consolidation of TAPP Influencers Corp. ("TAPP"), effective January 9, 2023**.On May 20, 2025,the Company entered into an updated agreement with the key employee of TAPP, terminating all prior agreements. As a result, the Company determined that it wasno* longer the primary beneficiary, and under ASC810, TAPP wasno longer being consolidated under ASC810.

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The Company completed its quarterly triggering event assessment for thethree months ended* September 30, 2025* and determined thatno triggering event had occurred requiring further impairment assessment of its long-lived assets.

Amortization expenses of $2,408** and $2,299 for thethree months ended September 30, 2025and2024, respectively, and $7,206 and $7,277 for thenine months ended* September 30, 2025and2024*, respectively, are included in depreciation and amortization expenses in the consolidated statements of operations. As of* September 30, 2025*, intangible assets with a carrying amount of $673, included in the gross amount of software developed for internal use, havenot commenced amortization, as they arenot ready for their intended use. Further, during thenine months ended* September 30, 2025*, the Company recognized a loss of $598 related to the write-off of the acquired proprietary technology in connection with TAPP (see Note11,Variable interest entity).

As of* September 30, 2025*, estimated amortization expenses related to the Company's intangible assets for the remainder of2025 and through2030 and thereafter are as follows:

4. Long-term debt, net

Long-term debt, net of unamortized discount and financing costs, related to the SLR Credit Facility (as defined herein), Note Payable (as defined herein), and Convertible Notes with related parties (as set forth herein) consisted of the following:

Credit Facility

On* April**2,* 2024, Fluent, LLC, a wholly owned subsidiary of the Company (the "Borrower"), entered into a credit agreement (as amended, the "SLR Credit Agreement") with certain of its subsidiaries and the Company (collectively, the "Credit Parties"), as guarantors, and Crystal Financial LLC d/b/a SLR Credit Solutions, as administrative agent, lead arranger and bookrunner ("SLR"), and each other lender from time to time party thereto.

The SLR Credit Agreement provides for a $20,000 term loan (the "SLR Term Loan") and a revolving credit facility of up to $30,000 (the "SLR Revolver," and, together with the SLR Term Loan, the "SLR Credit Facility"). As of* September 30, 2025*, the SLR Credit Facility had an outstanding principal balance of $22,576 (of which none relates to the SLR Revolver) and matures on* April**2,* 2029.

The Borrower used a portion of the net proceeds of the SLR Credit Facility to repay the outstanding $30,000 term loan due on* September 30, 2025,under the credit agreement dated March 31, 2021,by and among the Borrower, certain subsidiaries of the Borrower as guarantors, the lenders thereto, and Citizens Bank, N.A. The repayment resulted in a loss on early extinguishment of debt of $1,009, which was recognized in thesecond* quarter of2024.

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There isno principal amortization prior to maturity under the SLR Credit Agreement except for certain mandatory prepayments to be made with the net cash proceeds of certain asset sales, casualty events, and other extraordinary receipts and upon the occurrence of certain other events, in each case subject to certain reinvestment rights, thresholds and other exceptions. Unfunded commitments will be subject to an unused facility fee, which will be payable monthly in arrears, as of the month following the closing, at a rate of 0.50% per annum. All amounts owed under the SLR Credit Facility are due and payable on thefive-year anniversary of the closing date or earlier following a change in control or an event of default, unless otherwise extended in accordance with the terms of the SLR Credit Agreement. Borrowings under the SLR Credit Agreement bear interest at a rate per annum equal to a3-month term SOFR plus 0.26161%, subject to a 1.50% floor, plus a margin (the "Applicable Margin") of 5.25% which was increased to 5.75% pursuant to the Second Amendment to the SLR Credit Agreement (the "Second Amend ment"). The Applicable Margin will be reduced to 5.0% when the Borrower's fixed charge coverage ratio is greater than 1.10 to1. The opening interest rate of the SLR Credit Facility was 10.81% (SOFR + CSA +5.25%), which changedto 10.18% (SOFR + CSA +5.75%) as of* September 30, 2025*.

The SLR Credit Agreement contains restrictive covenants that impose limitations on the way the Credit Parties conduct business, including limitations on the amount of additional debt the Credit Parties are able to incur and their ability to make certain investments or other restricted payments. The SLR Credit Agreement is guaranteed by the Company and certain of its direct and indirect subsidiaries and is secured by substantially all of the Company's assets and those of its direct and indirect subsidiaries, including the Borrower.

The Borrower's ability to draw on the SLR Revolver depends on its borrowing base, which is calculated weekly by applying specified percentages established by SLR to the Borrower's eligible accounts receivable and cash, less reserves, subject to certain limitations. When the borrowing base doesnot support amounts exceeding our $20,000 SLR Term Loan, the Borrower is required to maintain a restricted cash balance with the lender.

Debt issuance costs and debt discount costs, net of accumulated amortization, related to the issuance and amendments of the SLR Revolver were $703 and $1,038, respectively, as of* September 30, 2025*. The amounts are included in other non-current assets in the Company's consolidated balance sheets. The Company amortizes these costs over the life of the related debt.

On* May 15, 2024,the Credit Parties and SLR entered into the First Amendment to the SLR Credit Agreement (the "First Amendment"), pursuant to which SLR, among other things, (1) waived any required prepayments on the SLR Revolver from the proceeds from the Company's private placement offering completed in May 2024 (the "May 2024Private Placement") (see Note7*,Equity), (2) required that the Credit Parties (as defined in the SLR Credit Agreement) retain a financial advisor to assist in preparing the Company's projections, (3) increased the minimum excess availability covenant following the* May 2024*Private Placement, (4) amended the definition of borrowing base (as defined in the SLR Credit Agreement), and (5) amended certain post-closing obligations.

On* August 19, 2024,the Credit Parties and SLR entered into the Second Amendment to the SLR Credit Agreement (the "Second Amendment"), which, among other things, required that the Company raise $2,000 in additional capital. To raise the capital, the Company entered into convertible subordinated notes, as described below, raising an aggregate of $2,050. In addition, (1) SLR waived non-compliance with the financial covenants as of June 30, 2024, (2) modified the financial covenants through December 31, 2025, (*3) ended a requirement to engage a financial advisor, (4) increased the Applicable Margin from 5.25% to 5.75%, and (5) waived any required prepayments from the proceeds from the convertible subordinated notes financing.

On* November 14, 2024,the Credit Parties and SLR entered into the Third Amendment to the SLR Credit Agreement (the "Third Amendment"), which, among other things, required that the Company raise at least $7,500 of additional capital by November 29, 2024.On November 27, 2024,the deadline was extended to December 3, 2024.In addition, the Third Amendment (1) waived non-compliance with the financial covenants as of September 30, 2024, (*2) extended the duration of the call protection applicable to the loans, and (3) modified the cash dominion provisions to remain in effect on an indefinite basis.

On* March 10, 2025,the Credit Parties and SLR entered into the Fourth Amendment to the SLR Credit Agreement, (the "Fourth Amendment") which, among other things, required that the Company raise at least $5,000 of additional capital by March 20, 2025.In addition, SLR (1) waived non-compliance with the financial covenants as of December 31, 2024, (2) extended the duration of the call protection applicable to the loans, and (3) modified the financial covenants through December 31, 2025.*

On* August 15, 2025,the Credit Parties and SLR entered into the Fifth Amendment to the SLR Credit Agreement, (the "Fifth Amendment") which, among other things, required that the Company raise at least $8,500 of additional capital by August 19, 2025.In addition, SLR (1) waived non-compliance with the financial covenants as of June 30, 2025,and (2) modified the financial covenants for the periods through August 31, 2026.*

As of* September 30, 2025,*the Company was in compliance with its financial covenants under the SLR Credit Agreement.

If, during any fiscal quarter, the Company doesnot comply with any of its financial covenants, such non-compliance would result in an event of default that would give SLR the right to accelerate maturities. In such case, the Company wouldnot have sufficient funds to repay the SLR Term Loan under the SLR Credit Agreement and any outstanding balance on the SLR Revolver. As a result of the foregoing, all borrowings under the Credit Agreement have been classified as current as of* September 30, 2025.*

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Note Payable

On* March 17, 2024,Fluent, LLC entered into a junior secured promissory note (the "Note Payable") with Freedom Debt Relief, LLC ("FDR") in the principal amount of $2,000 in connection with the Berman Settlement Agreement (as defined herein) (see Note10*,Contingencies). The Note Payable bears interest equal toone-month CME Term SOFR (defined as the rate published by the CME Group Benchmark Administration Limited) plus 11.0% per annum, compounded quarterly. The opening interest rate of the Note Payable was 16.32% (SOFR +11%), which changed and was 15.32% (SOFR +11%) as of* September 30, 2025*.

A maximum of $1,000 of the borrowings under the Note Payable is secured by substantially all of the assets of Fluent, LLC. This security interest is subordinate to the security interest under the SLR Credit Agreement.

The Note Payable matures on* March 31, 2026and interest is payable quarterly. Scheduled principal amortization of the Note Payable is $250 per quarter, which commenced with the fiscal quarter ended June 30, 2024,but was subsequently paid upon receipt of the invoice from FDR and applied as of July 17, 2024.*

Convertible Notes with related parties

On* August 19, 2024,the Company entered into a securities purchase agreement (the "Notes Purchase Agreement") with certain of the Company's officers and directors and the largest stockholder to sell convertible subordinated promissory notes (the "Convertible Notes") in aggregate principal amount of $2,050. The Convertible Notes mature on April 2, 2029,and bear interest at 13% per annum payable quarterly. Subject to certain payment conditions in the Subordination Agreements (as defined below), the Company maypay interest quarterly in kind or in cash beginning December 31, 2024and mayprepay the Convertible Notes in whole or in part at any time uponten* days’ written notice.

Each holder of a Convertible Note is entitled to convert the Conversion Amount (as defined below) into shares of the Company's common stock at a conversion price equal to the lesser of (i) $3.01, and (ii) the greater of (A) the consolidated closing bid price of the Company's common stock as reported on Nasdaq on the applicable conversion date and (B) $1.00, in each case subject to adjustments for stock splits, recapitalizations and the like. The “Conversion Amount” is the sum of all or any portion of the outstanding principal amount of the Convertible Note, as designated by the holder upon exercise of its right of conversion, plus all accrued and unpaid interest. The Convertible Notes were subject to additional limits on conversion until stockholder approval was obtained on* June 18, 2025.*

In connection with the Second Amendment and the Notes Purchase Agreement, the Company and SLR entered into a Second Amendment Subordination Agreement with each purchaser of the Convertible Notes on* August 19, 2024 (the "Subordination Agreements"). The Subordination Agreements confirm the subordinated nature of the Convertible Notes and restrict payments to and remedies of the holders of the Convertible Notes for so long as the SLR Credit Agreement has indebtedness outstanding. The Subordination Agreements provide that the Company may**not* make any payment of principal or interest on the Convertible Notes unless certain conditions are met.

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The Convertible Notes are accounted for at fair value due to the election of the fair value option ("FVO") in accordance with ASC825**, Financial Instruments("ASC825"). Within ASC825, the FVO can be elected for debt host financial instruments containing embedded features which would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and subsequent periodic estimated fair value measurements under ASC815. Notwithstanding, ASC825-10-15-4 provides for the FVO election, to the extentnot otherwise prohibited by ASC825-10-15-5, to be afforded to financial instruments, wherein bifurcation of an embedded derivative isnot necessary, and the financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

Within ASC825-10-45-5, the estimated fair value adjustments are recognized as a component of other comprehensive income with respect to the portion of the fair value adjustment attributed to a change in the instrument-specific credit risk, with the remaining amount of the fair value adjustment recognized as other income (expense) within the consolidated statement of operations. As then provided by ASC825-10-50-30(b), the estimated fair value adjustment is presented in a respective single line item within other income (expense) in the consolidated statements of operations, as the Company concluded that the change in fair value of the Convertible Notes wasnot attributable to instrument-specific credit risk. The Company then elected tonot present the interest expense for the Convertible Notes separately.

The initial fair value was determined to be greater than the principal balance of the Convertible Notes. The Company noted that the transaction was entered into with certain of the Company's officers and directors and the largest stockholder and was required under the Second Amendment for liquidity needs. Further, the Company reviewed the valuation and determined it was appropriate. As a result, based on ASC825-10, the Company recorded a dayone unrealized loss on the Convertible Notes of $2,110.

As of* September 30, 2025*, the principal balance of the Convertible Notes was $2,364, with a fair value of $3,876. The Company recognized an additional increase in fair value of $554 and $156 for thethree andnine months ended* September 30, 2025*, respectively, which was recognized in other income (expense) from operations. For thenine months ended* September 30, 2025*, accrued interest was paid in kind.

Maturities

As of* September 30, 2025*, scheduled future maturities of the Company's debt are as follows,not reflective of the debt being accelerated as noted in Note1,Summary of significant accounting policies:

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5. Fair Value Measurements

The fair value of the Company's cash, cash equivalents, current restricted cash, accounts receivable, accounts payable, and accrued liabilities approximate their carrying values because of the short-term nature of these instruments.

Restricted cash

Restricted cash includes a separately maintained cash account, as required under the terms of a lease agreement the Company entered into on* October 10, 2018for office space in New York City. On April 15, 2025,the Company received the landlord’s consent for thesecond* amendment to its sublease, which reduced the subleased premises and payments, effective* March 19, 2025.The consent also approved the extension of the sublease term byfour years, effective April 15, 2025.In connection with this lease agreement, the Company recorded $710 in non-current restricted cashas of September 30, 2025*, and $1,255 in current restricted cash as of* December 31, 2024*, on the consolidated balance sheets.

As of* September 30, 2025*, the Company regards the fair value of its long-term debt to approximate its carrying value.

The following tables present the Company’s fair value hierarchy for assets and liabilities that are measured at fair value on a recurring basis as of* September 30, 2025* and* December 31, 2024*:

Convertible Notes with related parties

The Company issued the Convertible Notes on* August 19, 2024and elected the fair value option. See Note4*,Long-term debt, net. The following is a reconciliation of the fair value from* December 31, 2024* to* September 30, 2025*:

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As the Convertible Notes mature on* April 2, 2029,and bear interest at 13% per annum paid in kind but may*be converted into shares of the Company’s common stock (the "call option"), the estimated fair value is computed as the sum of (a) the present value of the expected interest and principal payments using the discounted cash flow method based on an estimated discount rate and (b) the fair value of the call option computed using the Black-Scholes model. Both approaches are based on the following assumptions:

Contingent Consideration

In connection with the contingent consideration received related to the initial consolidation of TAPP, the Company had to determine the fair value of the identified assets acquired and liabilities assumed. The Company determined that the estimated fair value of the net assets acquired, excluding the net working capital, was a Level3 measurement, as certain inputs to determine fair value were unobservable.

The fair value of certain long-lived non-financial assets and liabilities* maybe required to be measured on a nonrecurring basis in certain circumstances, including when there is evidence of impairment. As of September 30, 2025*, certain non-financial assets have been measured at fair value subsequent to their initial recognition. The Company determined the estimated fair value to be a Level3 measurement, as certain inputs used to determine fair value are unobservable. See Note1(f),Goodwill.

6. Income taxes

The Company is subject to federal and state income taxes in the United States. The tax provision for interim periods is determined using an estimate of the Company's annual effective tax rate (“AETR”). The Company updates its estimated AETR on a quarterly basis and, if the estimate changes, a cumulative adjustment is made.

As of* September 30, 2025* and* December 31, 2024*, the Company recorded a full valuation allowance against net deferred tax assets and intends to continue maintaining a full valuation allowance on these net deferred tax assets until there is sufficient evidence to support the release of all or a portion of these valuation allowances. Release of some or all of the valuation allowance would result in the recognition of certain deferred tax assets and an increase in deferred tax benefit for any period in which such a release* may*be recorded. However, the exact timing and amount of any valuation allowance release are subject to change, depending upon the level of profitability that the Company is able to achieve and the net deferred tax assets available.

For thenine months ended* September 30, 2025*, the Company's effective income tax rate of negative 0.5% differed from the statutory federal income tax rate of 21% primarily due to state and local tax expense and losses for whichno tax benefit is recognized as such amounts are fully offset with a valuation allowance. For thenine months ended* September 30, 2024*, the Company's effective income tax rate of 0.4% primarily represents state and local tax expense and losses for whichno tax benefit was recognized.

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The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances, and information available as of the reporting dates. For those tax positions where it is more-likely-than-not that a tax benefit will be sustained, the Company has recorded the largest amount of tax benefit with a greater than50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where it isnot more-likely-than-not that a tax benefit will be sustained, no tax benefit has been recognized in the Company's financial statements.

On* July 4, 2025,the One Big Beautiful Bill Act was enacted, introducing amendments to United States (“U.S.”) tax laws with various effective dates from2025* to2027. The Company is currently assessing the implications of these tax law changes and doesnot expect a material impact on its financial statements in the current year.

7. Equity

Common stock

Effective at6:00 p.m. Eastern Time on* April 11, 2024,everysix shares of common stock issued and outstanding or held by the Company in treasury stock were combined and reclassified intoone* share of common stock (the “Reverse Stock Split”). The Reverse Stock Split reduced the number of issued and outstanding shares of common stock from 81,571,864 shares to 13,660,598 shares and reduced the issued shares of common stock held by the Company in treasury stock from 4,611,569 shares to 768,595 shares. The common stock began trading on a reverse split-adjusted basis at the opening of trading on The Nasdaq Capital Market on* April 12, 2024,*under the same symbol (FLNT) with a new CUSIP number (34380C 201).

As of* September 30, 2025* and* December 31, 2024*, the number of issued shares of common stock was 30,287,597 and 20,791,431, respectively, which included shares of treasury stock of 768,595 and 768,595, respectively.

For thenine months ended* September 30, 2025*, the increase in the number of issued shares of common stock was the result of the exercise of pre-funded warrants for 5,585,216 shares of common stock, the issuance of 3,542,856 shares of common stock as part of the* August 2025*Purchase Agreements (as defined herein), and the issuance of 368,094 shares of common stock issued upon vesting of RSUs, in whichno shares of common stock were withheld to cover statutory taxes upon such vesting.

Registered direct offering

On* November 29, 2024,the Company entered into securities purchase agreements (the "Registered Direct Purchase Agreements") with certain pre-existing institutional investors (the "Registered Direct Investors"), pursuant to which the Company agreed to sell to such investors an aggregate of 2,483,586 shares of common stock of the Company, $0.0005 par value per share (the "Registered Direct Offering"). The Registered Direct Offering was made pursuant to the Company's shelf registration statement on Form S-3, which was declared effective by the SEC on September 9, 2024.*

In connection with the Registered Direct Offering, the Company entered into a placement agency agreement (the "Placement Agency Agreement") with ThinkEquity LLC as the placement agent (the "Placement Agent"), for the sale of 1,943,676 shares of common stock to the Registered Direct Investors. Pursuant to the Placement Agency Agreement, the Company, among other things, paid the Placement Agent a cash fee equal to 4% of the gross proceeds raised in the Registered Direct Offering by an investor making an investment of $4,500.

The Registered Direct Offering closed on* December 2, 2024,*with aggregate gross proceeds totaling $5,750, before deducting offering expenses payable by the Company of $562, including the Placement Agent fee. The Company has used the net proceeds from the Registered Direct Offering for general corporate purposes, which included capital expenditures, working capital and general and administrative expenses.

Private equity securities offerings

On* May 13, 2024,the Company entered into securities purchase agreements (the "May 2024Purchase Agreements") with certain accredited or sophisticated investors (the "May 2024Purchasers"), all of whom were related parties, pursuant to which the Company sold pre-funded warrants (the "May 2024PFWs") to purchase up to 2,955,084 shares of the Company's common stock, at a purchase price of $3.384 per May 2024PFW (the "May 2024Private Placement"). The May 2024Purchasers includedthree* officers and/or directors and the largest stockholder of the Company. No underwriting discounts or commissions were paid with respect to the* May 2024*Private Placement.

The aggregate gross proceeds for the* May 2024Private Placement totaled $10,000, before deducting offering expenses payable by the Company of $100. The May 2024PFWs, which terminated when exercised in full, had an exercise price of $0.0005 per share of common stock and became immediately exercisable upon stockholder approval. Stockholder approval of the May 2024Private Placement was obtained on July 2, 2024,*at a special meeting of the Company's stockholders.

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On* November 29, 2024,the Company entered into securities purchase agreements (the "December 2024Purchase Agreements") with certain accredited or sophisticated investors (the "December 2024Purchasers"), all of whom were related parties, pursuant to which the Company agreed to sell to the December 2024Purchasers unregistered pre-funded warrants (the "December 2024PFWs") to purchase up to 1,187,802 shares of the Company’s common stock, at a purchase price of $2.3147 per December 2024PFW and an exercise price of $0.0005 per share of common stock (the "DecemberPrivate Placement"). The December 2024Purchasers consisted ofthree* officers and/or directors and the largest stockholder of the Company. No underwriting discounts or commissions were paid with respect to the* December*Private Placement.

The Company closed the* December 2024Private Placement on December 2, 2024,with aggregate gross proceeds totaling $2,750 from the sale of the December 2024PFWs, before deducting offering expenses payable by the Company of $22. The Company's largest stockholder exercised its warrant on December 9, 2024.The December 2024PFWs purchased bythree* officers and/or directors of the Company were subject to stockholder approval, which was obtained on* June 18, 2025,and terminated when exercised in full. The officers and/or directors exercised their December 2024PFWs on June 24, 2025.*

On* March 19,2025, the Company entered into securities purchase agreements (the "March 2025Purchase Agreements") with certain accredited or sophisticated investors (the "March 2025Purchasers"), all of whom were related parties, pursuant to which the Company sold to the March 2025Purchasers unregistered pre-funded warrants (the "March 2025PFWs") to purchase up to 2,332,104 shares of the Company's common stock, at a purchase price of $2.174 per March 2025PFW and an exercise price of $0.0005 per share of common stock (the "March 2025Private Placement"). The March 2025Purchasers consisted ofthree* officers and/or directors of the Company, the Company's largest stockholder, and an institutional investor.No underwriting discounts or commissions were paid with respect to the* March 2025*Private Placement.

The aggregate gross proceeds totaled $5,070, before deducting offering expenses payable by the Company of $70. The Company's largest stockholder and an institutional investor exercised their* March 2025PFWs on March 20, 2025.The March 2025PFWs purchased by thethree* officers and/or directors of the Company were subject to stockholder approval, which was obtained on* June 18, 2025,and terminated when exercised in full. The officers and/or directors exercised their March 2025PFWs on June 24, 2025.*

On* May**15,* 2025, the Company entered into securities purchase agreements (the* "May 2025Purchase Agreements") with certain accredited or sophisticated investors (the "May 2025Purchasers"), all of whom were related parties, pursuant to which the Company sold to the May 2025Purchasers (i) unregistered pre-funded warrants (the "May 2025PFWs") to purchase up to 1,829,956 shares of the Company’s common stock, and (ii) unregistered warrants (the "May 2025Common Stock Warrants") to purchase up to 1,829,956 shares of the Company’s common stock (the "May 2025"Private Placement"). The May 2025PFWs had a purchase price of $2.1995, have an exercise price of $0.0005 per share of common stock, will become immediately exercisable after stockholder approval and will terminate when exercised in full. The May 2025Common Stock Warrants have an exercise price of $2.20 and will expire three years from the issuance date. The May 2025Purchasers consisted offour* officers and/or directors, the Company’s largest stockholder, and institutional investors or others for whom they have or share beneficial ownership. No underwriting discounts or commissions were paid with respect to the* May 2025*Private Placement.

The aggregate gross proceeds totaled $4,025, before deducting offering expenses payable by the Company of $54. The allocation of the fair values was $2,671 for the* May 2025PFW and $1,354 for the May 2025Common Stock Warrants. The Company's largest stockholder exercised its May 2025PFWs on May 19, 2025.The May 2025PFWs purchased by thefour* officers and/or directors of the Company will become immediately exercisable after stockholder approval of the transactions contemplated by the* May 2025*Purchase Agreements and will terminate when exercised in full.

The Company is obligated to use its reasonable best efforts to obtain such stockholder approval of the exercise of the officers and/or directors* May 2025PFWs,no later than the2026* annual meeting of stockholders. In connection with the offering, on* May 15, 2025,the Company entered into support agreements (the “Support Agreements”) with the May 2025Purchasers, pursuant to which the purchasers agreed to vote their beneficially owned shares of the Company’s common stock in favor of certain actions requiring Stockholder Approval (as defined in the Support Agreements) and against any proposal or any other corporate action or agreement that would result in a breach by the Company of the May 2025Purchase Agreements or impede, delay, or otherwise adversely affect the consummation of the transactions contemplated by the May 2025Purchase Agreements or any similar agreements entered into by the Company and the party stockholders in connection with the consummation of the transactions contemplated by the May 2025*Purchase Agreements.

On* August 19, 2025,the Company entered into securities purchase agreements (the "August 2025Purchase Agreements") with certain officers and/or directors of the Company or others for whom they have or share beneficial ownership (the “August 2025Inside Investors”), the largest stockholder of the Company and other accredited investors, (collectively, together with the August 2025Inside Investors, the “August 2025Purchasers”), pursuant to which the Company sold to the August 2025Purchasers (i)3,542,856 unregistered shares (the “August 2025Shares”) of common stock, (ii) unregistered pre-funded warrants (the “August 2025PFWs") to purchase up to 2,328,571 shares of the Company’s common stock, and (iii) unregistered warrants (the "August 2025Common Stock Warrants" and, together with the August 2025PFWs, the "August 2025Warrants") to purchase up to 5,871,427 shares of the Company’s common stock (the "August 2025*Private Placement").

Each* August 2025Share and accompanying August 2025Common Stock Warrant were sold together at a purchase price of $1.75 per share and accompanying warrant, and each August 2025PFW and accompanying August 2025Common Stock Warrant were sold together at a purchase price of $1.7495 per pre-funded warrant and accompanying warrant, for aggregate gross proceeds of approximately $10,275 before deducting estimated offering expenses of approximately $742 payable by the Company. The allocation of the fair values was $3,271 for the August 2025Shares, $2,150 for the August**2025* PFWs and $4,854 for the* August 2025*Common Stock Warrants.

The* August 2025PFWs have an exercise price of $0.0005 per share of common stock and were immediately exercisable upon issuance for all August 2025Purchasers other than the August 2025Inside Investors, for whom exercisability requires stockholder approval, and will terminate when exercised in full. The August 2025Common Stock Warrants are exercisable for a period offive andone*-half years from the date of issuance and* maybe exercisedsix* months andone day from the date of issuance at an exercise price of $2.21 per share, subject to adjustment. The Company is prohibited from effecting an exercise of the* August 2025Warrants to the extent that, as a result of such exercise, the holder together with the holder’s affiliates, would beneficially own more than 4.99% (or, at the election of the holder,9.99%) of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise of the August 2025Warrants, which beneficial ownership limitation maybe increased by the holder up to, butnot* exceeding,9.99%.

Substantially all of the* August 2025Purchasers (other than the August 2025Inside Investors) exercised their August 2025PFWs during the month of September 2025,for an aggregate of 1,657,143 shares of common stock, leaving August 2025PFWs to purchase 671,428 shares unexercised,585,714 of which are represented by August 2025Inside Investors and arenot* exercisable until stockholder approval is obtained.

The Company was obligated to use its reasonable best efforts to obtain such stockholder approval of the exercise of the* August 2025PFWs by August 2025Inside Investorsno* later than the60th calendar day after the closing date of the offering. However, the Company entered into amendments to the* August 2025Purchase Agreements extending the obligation to obtain such stockholder approval until the2026* annual meeting of stockholders.

In connection with the* August 2025Private Placement, on August 19, 2025,the Company entered into support agreements (the “AugustSupport Agreements”) with the August 2025Purchasers, pursuant to which the purchasers agreed to vote their beneficially owned shares of the Company’s common stock in favor of certain actions requiring Stockholder Approval (as defined in the AugustSupport Agreements) and against any proposal or any other corporate action or agreement that would result in a breach by the Company of the August 2025Purchase Agreements or impede, delay, or otherwise adversely affect the consummation of the transactions contemplated by the August 2025Purchase Agreements or any similar agreements entered into by the Company and the party stockholders in connection with the consummation of the transactions contemplated by the August 2025*Purchase Agreements.

Furthermore, in connection with the* August 2025Private Placement, on August 19, 2025,the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the August 2025Purchasers pursuant to which the Company was required to file a registration statement covering the resale of the Registrable Securities (as defined in the Registration Rights Agreement). The Company filed a registration statement on Form S-3 with the SEC on September 15, 2025,and it was declared effective on September 24, 2025.*

As of* September 30, 2025*, an aggregate of 5,585,216 of the* December 2024PFWs, March 2025PFWs, May 2025PFWs, and August 2025PFWs were exercised. As of December 31, 2024*, all of the* May 2024PFWs and 647,892 of the December 2024*PFWs were exercised.

The issuance of the* March 2025PFWs, May 2025PFWs, and August 2025PFWs was reflected in the Company's stockholders' equity within common stock and additional paid-in-capital as of September 30, 2025*. In accordance with ASC815-40, Derivatives and Hedging, a contract is classified as an equity agreement if it is both indexed to its own stock and classified in stockholders' equity. The* May 2024PFWs, December 2024PFWs, March 2025PFWs, and August 2025*PFWs met the requirements of being classified as equity because (i) they had a fixed share limit and the Company had sufficient authorized and unissued shares, (ii) they required physical or net share settlement, and (iii)no cash payments or settlement top-off was required by the Company.

​​​​​​

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Common stock warrants

As of* September 30, 2025* and* December 31, 2024*, the Company had 7,701,383 and 0 common stock warrants outstanding, respectively. The Company determined that the detachable common stock warrants issued in connection with the* May 2025Purchase Agreements and August**2025* Purchase Agreements met the definition of freestanding financial instruments and qualified for classification as permanent equity under applicable accounting guidance. As the common stock warrants were issued in conjunction with the other equity instruments, the proceeds have been allocated to each using the relative fair value method and recorded as a component of additional paid-in-capital as of the issuance date. These warrants are included in the diluted earnings per share calculation when they are in-the-money and dilutive, as their features are considered participatory in nature. See Note2,Income (loss) per share, for further detail.

Treasury stock

As of* September 30, 2025* and* December 31, 2024*, the Company held shares of treasury stock of 768,595 and 768,595, respectively, with a cost of $11,407 and $11,407, respectively.

The Company's share-based incentive plans allow employees the option to either make a cash payment or forfeit shares of common stock upon vesting to satisfy federal and state statutory tax withholding obligations associated with equity awards. The forfeited shares of common stock* maybe taken into treasury stock by the Company or sold on the open market. For thenine* months ended* September 30, 2025*, no shares of common stock were withheld to cover statutory taxes owed by certain employees for this purpose. See Note8,Share-based compensation.

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8. Share-based compensation

On* June 8, 2022,the stockholders of the Company approved the Fluent, Inc.2022 Omnibus Equity Incentive Plan (the"2022* Plan") that authorized for issuance 2,570,421 shares of the Company's common stock. The2022 Plan was amended on* June 18, 2025at the Company’s annual meeting of stockholders which approved an increase of the number of shares of common stock authorized for issuance under the2022* Plan by 2,000,000 shares. As of* September 30, 2025*, the Company had 2,325,918 shares of common stock available for grants pursuant to the2022 Plan, which includes 328,517 shares of common stock previously available for issuance under the2018 Stock Incentive Plan.

On* September 22, 2025,the Company's Board of Directors approved the Fluent, Inc. Equity Participation Plan (the“2025* Plan”). The2025 Plan provides for the grant of cash-settled awards that track the value of the Company’s common stock and are accounted for under the same share reserve authorized under the2022 Plan. No additional shares were authorized in connection with the adoption of the2025 Plan.

The primary purpose of the2022 Plan and prior plans is to attract, retain, reward, and motivate certain individuals by providing them with opportunities to acquire or increase their ownership interests in the Company. In* October 2022,the Company issued to certain of its senior officers and employees, RSUs (time-based vesting), long-term incentive grants (performance and time-based vesting RSUs), or performance share units ("PSUs") (achievement of performance targets settled in cash) under the2022* Plan.

Stock options

The Compensation Committee of the Company's Board of Directors (the "Compensation Committee") approved the grant of stock options to certain Company officers, which were issued on* February 1, 2019,** December 20, 2019,** March 1, 2020,and March 1, 2021.Subject to continuing service,50% of the stock options will vest if the Company's stock price remains above 125%,133.33%,133.3% and 133.33%, respectively, of the exercise prices fortwenty* consecutive trading days, and the remaining 50% of the stock options will vest if the Company's stock price remains above 156.25%,177.78%,177.78% and 177.78%, respectively, of the exercise prices fortwenty consecutive trading days; provided, thatno shares will vest prior to thefirst anniversary of the grant date.

As of* September 30, 2025*, thefirst condition for the stock options issued on* February 1, 2019,** December 20, 2019and March 1, 2020had been met and thesecond* condition for the stock options issued on* December 20, 2019and March 1, 2020*had been met. Any stock options that remain unvested as of thefifth anniversary of the grant date will vest in full on such date. The fair value of the stock options granted was estimated at the trading day before the date of grant using a Monte Carlo simulation model. The key assumptions utilized to calculate the grant-date fair values for these awards are summarized below:

On* September 9, 2024,the Compensation Committee approved the grant of stock options to the Company's Chief Financial Officer in connection with his employment agreement. Subject to his continuing service,50% of the stock options will vest if the average closing price of the Company's common stock is equal tothree* times the exercise price forten consecutive trading days, and the remaining50% of the shares subject to these stock options will vest if the average closing price of the Company's common stock is equal tofive times the exercise price forten consecutive trading days. Notwithstanding the foregoing, the options will immediately vest upon the occurrence of certain conditions such as a change in control. The fair value of the stock option granted was estimated on the date of the grant using a Monte Carlo simulation model. The key assumptions utilized to calculate the grant-date fair value for the award is summarized below:

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For thenine months ended* September 30, 2025*, details of stock option activity were as follows:

The aggregate intrinsic value amounts in the table above represent the difference between the closing price of the Company's common stock at the end of the reporting period and the corresponding exercise prices, multiplied by the number of in-the-money stock options as of the same date.

For thenine months ended* September 30, 2025*, the unvested balance of stock options was as follows:

Compensation expense recognized for stock options was $59 and $4 for thethree months ended* September 30, 2025and2024*, respectively, and $96 and $5 for thenine months ended* September 30, 2025and2024*, respectively, was recognized in product development and general and administrative expenses in the consolidated statements of operations. As of* September 30, 2025*, there was $203 of unrecognized share-based compensation with respect to outstanding stock options.

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Restricted stock units and restricted stock

For thenine months ended* September 30, 2025*, details of unvested RSU activity were as follows:

Compensation expense recognized for RSUs of $427 and $466 for thethree months ended* September 30, 2025and2024*, respectively, and $1,078 and $1,517 for thenine months ended* September 30, 2025and2024*, respectively, was recorded in sales and marketing, product development and general and administrative in the consolidated statements of operations, and intangible assets, net in the consolidated balance sheets. The fair value of the RSUs and restricted stock was estimated using the closing prices of the Company's common stock on the dates of grant.

As of* September 30, 2025*, unrecognized share-based compensation expense associated with the granted RSUs and stock options amounted to $1,803**,** which is expected to be recognized over a weighted average period of 1.8 years.

For thethree andnine months ended* September 30, 2025and2024*, share-based compensation for the Company's stock options, RSUs, and common stock awards were allocated to the following accounts in the consolidated financial statements:

As of* September 30, 2025* and* December 31, 2024*, the Company recorded a liability of $25 and $29, respectively, related to PSUs that are to be settled in cash.

9. Segment information

The Company identifies operating segments as components of an entity for which discrete financial information is available and are regularly reviewed by the Chief Executive Officer, who is the Company’s Chief Operating Decision Maker ("CODM"), who has final authority in making decisions regarding resource allocation and performance assessment. The profitability measure employed by CODM is earnings before interest, taxes, depreciation and amortization ("EBITDA"). The use of EBITDA as a financial metric provides management and investors with a clearer view of the core business performance and profitability, excluding the effects of financing and other non-operational expenses.

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As of* September 30, 2025*, the Company hadthree operating segments: a) "Fluent", representing Owned and Operated and Commerce Media Solutions revenue, b) "Call Solutions", and c) "AdParlor". The Company determined that there wasone reportable segment, "Fluent," for the purposes of segment reporting. The Fluent reporting segment combines the Fluent operating segment with the Call Solutions operating segment. This reporting unit works with advertisers to then bring consumers to their products through multiple media channels and earn revenue when a consumer completes an action as agreed upon with the advertisers. The "All Other" segment represents the operating results of AdParlor, LLC, which mainly performs media buying, and those businesses sold or in run-off, which are included for purposes of reconciliation of the respective balances below to the consolidated financial statements.

The Company determined its segments based on revenue sources and its agreements with advertisers. Some advertisers span multiple segments, which are managed consistently with shared management.

As of* December 31, 2024,the Company adopted ASU2023*-07. Accordingly, the segment disclosures provided have been updated in accordance with the current presentation and accounting standard requirements. The significant expense categories and amounts align with the segment-level information that is regularly provided to and used by the CODM in evaluating performance and EBITDA profitability and were identified as a) cost of revenue b) salaries and benefits, c) professional fees, and d) IT and software.

The Company doesnot allocate certain shared expenses such as interest expense and other non-recurring items. The allocation methodology is regularly assessed, evaluated and subject to future changes.

Summarized financial information concerning the Company's segments for thethree andnine months ended* September 30, 2025and2024* are shown in the following tables below, noting prior period amounts have been recast to conform to the Company's current period segment presentation:

(1) Revenue aggregation is based upon location of the customer.

(2) Balance includes sales and marketing expense, travel and entertainment expense, office overhead, restructuring and severance, goodwill impairment and impairment of intangible assets, and other operating costs.

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(1) Revenue aggregation is based upon location of the customer.

(2) Balance includes sales and marketing expense, travel and entertainment expense, office overhead, restructuring and severance, goodwill impairment and impairment of intangible assets, and other operating costs.

As of* September 30, 2025*, long-lived assets are all located in the United States.

For thenine months ended* September 30, 2025*,20.2% of the Company's consolidated revenue was earned from customers located in Israel.

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10. Contingencies

In the ordinary course of business, the Company is subject to loss contingencies that cover a range of matters. An estimated loss from a loss contingency, such as a legal proceeding or claim, is accrued if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued, the Company evaluates, among other factors, the degree of probability and the ability to reasonably estimate the amount of any such loss. The Company doesnot accrue liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated.

On* January 28, 2020,the Company received a Civil Investigative Demand from the Federal Trade Commission ("FTC") regarding compliance with the FTC Act and the Telemarketing Sales Rule. On July**17,* 2023, the FTC and the Company filed a Joint Motion for Entry of Proposed Stipulated Order (the "FTC Consent Order") in the United States District Court for the Southern District of Florida. The FTC Consent Order was entered by the Court on* August 11, 2023,and the escrow funds were released on August 15, 2023.On August 12, 2024,*the Company filed its required compliance report.

The Company was involved in a Telephone Consumer Protection Act class action,Daniel Berman v. Freedom Financial Network, which was originally filed in the Northern District of California in2018. On* May 31, 2023,the parties entered into an Amended Class Action Settlement Agreement (the "Berman Settlement Agreement"), which included injunctive provisions and payment to plaintiffs of $9,750 for legal fees and a consumer redress fund, of which the Company was responsible for $3,100. The final approval of the Berman Settlement Agreement was filed on February 23, 2024.To satisfy its obligations under the Berman Settlement Agreement, the Company made a cash payment of $1,100 on March 15, 2024and issued a junior secured promissory note in the principal amount of $2,000 payable to the co-defendant, FDR, as discussed in Note4*,Long-term debt, net.

11. Variable interest entity

A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support, or (ii) has equity investors who lack the characteristics of a controlling financial interest. The primary beneficiary is the party that has the power to direct activities that most significantly impact the operations of the VIE and has the obligation to absorb losses or the right to benefits from the VIE that could potentially be significant to the VIE. The Company assesses whether it is the primary beneficiary of a VIE at the inception of the arrangement and as of the reporting date.

True North

On* May 1, 2024,the Company and Caspian Ventures, LLC ("Caspian") entered into a membership interest purchase agreement pursuant to which the Company conveyed 100% of the membership interests of True North Loyalty, LLC and its direct and indirect subsidiaries (collectively, "True North") to Caspian (the "True North Conveyance"). True North is a subscription-based business that utilizes call center operations and other media channels to marketthird*-party recurring revenue services to consumers. The deemed fair value of the consideration received was $989, which consisted of (i) the forgiveness of a $500 deferred payment owed by the Company in connection with the Company's acquisition of True North on* January 1, 2022 (the "True North Acquisition"), (ii) a share of the True North contribution margin after the closing until the Company has received an amount equal to the closing net working capital of approximately $168, and (iii) a continued share of the True North contribution margin of an additional amount at fair value of $321. The True North founder entered into an employment agreement in connection with the True North Acquisition and has remained an employee of the Company following the closing of the True North Conveyance. The Company determined that True North didnot* meet the discontinued operations criterion under ASC205-20, Discontinued Operations.

In accordance with ASC810, Consolidation ("ASC810"), the Company determined that True North was a VIE based upon the consideration to be received. Initially, the controlling member of Caspian remained a full-time employee of the Company and had the power to unilaterally make significant decisions at True North, so the Company determined that it was the primary beneficiary of Caspian and therefore should consolidate Caspian's operations going forward, under the de facto agent guidance. As a result,no gain or loss was to be recognized on the True North Conveyance. On* September 1, 2024,however, Caspian’s operating agreement was amended to require the consent of multiple members rather than a majority interest for major decisions. As a result, the Company determined that it wasno* longer the primary beneficiary, and under ASC810, True North wasno longer consolidated as of* September 1, 2024.No gain or loss was recognized as a result of the change at that time. As of December 31, 2024*, True North had ceased operations and the remaining receivable was fully written off.

TAPP

As of* January 9, 2023,the Company initially determined that TAPP qualifies as a VIE because it held a variable interest and was the primary beneficiary. This conclusion was based on the Company’s significant influence over TAPP’s key employees through their employment agreements and its role as the primary source of TAPP’s revenue. During thefirst* quarter of2025, TAPP’s key employee became a consultant to the Company. However, the Company concluded that it still had significant influence over TAPP, so the Company continued to consolidate TAPP's operations. As the Company didnot have an equity interest in TAPP,100% of the net assets and results of the operations of TAPP were attributable to non-controlling interests. On* May 20, 2025,the Company made aone*-time payment of $300 and entered into an updated agreement with the key employee and TAPP, terminating all prior agreements. As a result, the Company determined that it wasno longer the primary beneficiary, and under ASC810**, TAPP wasno longer being consolidated under ASC810. The Company recognized a loss of $698 in general and administrative expenses in the consolidated statements of operations, mainly related to the write-off of the intangible assets, as discussed in Note3,Intangible assets, net.

12. Subsequent events

The Company has evaluated subsequent events through* November 14, 2025,and has determined that there areno* material subsequent events to disclose in the consolidated financial statements.

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