MAGNITE, INC.

Previous wording

In addition, the emergence of AI-driven protocols and transition frameworks has the potential to simplify programmatic activation and execution, improve advertising outcomes, and increase the value of advertising inventory by surfacing valuable real-time insights. To capitalize on these opportunities, we have made significant investments building AI capabilities into our platform for both publishers and buyers. Our seller agent allows publishers to seamlessly create custom inventory and audience packages that are discoverable and purchasable by buyer agents, while our buyer agent enables buyers to create custom media plans from simple RFIs, generate ad creatives, and activate and discover audience opportunities. We also recently announced Magnite Orchestration, a coordination layer that connects agents within a shared environment, allowing buyers to connect their preferred agentic buying tools with Magnite seller agents.

Current wording

In addition, the emergence of AI-driven protocols and transaction frameworks has the potential to simplify programmatic activation and execution, improve advertising outcomes, and increase the value of advertising inventory by surfacing valuable real-time insights. To capitalize on these opportunities, we have made significant investments building AI capabilities into our platform for both publishers and buyers. Our seller agent allows publishers to seamlessly create custom inventory and audience packages that are discoverable and purchasable by buyer agents, while our buyer agent enables buyers to create custom media plans from simple RFIs, generate ad creatives, and activate and discover audience opportunities. In June 2026, we announced Magnite Orchestration, a coordination layer that connects agents within a shared environment, allowing buyers to connect their preferred agentic buying tools with Magnite seller agents.

Previous wording

On April 17, 2025, the United States District Court for the Eastern District of Virginia (the "Court") ruled that Google LLC ("Google") had violated federal antitrust laws by willfully acquiring and maintaining monopoly power in the display publisher ad server market and display ad exchange (also called an SSP) market, and had unlawfully tied its display ad server and ad exchange. Having found Google liable, the Court held closing arguments in November 2025 to determine what remedies are appropriate to restore competition to the affected markets. While the specific timing and nature of these remedies remains uncertain, and Google has indicated its intent to appeal the decision, we expect this ruling to have a significant positive impact on our industry and business prospects.

Current wording

On April 17, 2025, the United States District Court for the Eastern District of Virginia (the "Court") ruled that Google LLC ("Google") had violated federal antitrust laws by willfully acquiring and maintaining monopoly power in the display publisher ad server market and display ad exchange (also called an SSP) market, and had unlawfully tied its display ad server and ad exchange. Having found Google liable, in September 2026, the Court issued its remedies opinion mandating that Google undertake certain behavioral remedies and appointing a six-year independent compliance monitor. While the specific timing and nature of these remedies remains subject to the Court's final judgment, and Google has indicated its intent to appeal the decision, we expect this ruling to have a significant positive impact on our industry and business prospects.

Previous wording

For the three and six months ended June 30, 2026, our revenue reported on a gross basis was 3% and 3%, respectively, of total revenue and for the three and six months ended June 30, 2025, our revenue reported on a gross basis was 11% and 11%. The decline in our revenue reported on a gross basis as a percentage of our revenue is primarily due to declines in our managed service business, which is accounted for on a gross basis, as advertisers continue to shift budgets towards more automated solutions.

Current wording

For the three and nine months ended September 30, 2026, our revenue reported on a gross basis was 3% of total revenue and for the three and nine months ended September 30, 2025, our revenue reported on a gross basis was 11% of total revenue. The decline in our revenue reported on a gross basis as a percentage of our revenue is primarily due to declines in our managed service business, which is accounted for on a gross basis, as advertisers continue to shift budgets towards more automated solutions.

Previous wording

Cost of Revenue. Our cost of revenue primarily consists of cloud hosting, data center, and bandwidth costs, ad verification costs, depreciation and maintenance expense of hardware supporting our revenue-producing platform, amortization of internally-developed software costs for the development of our revenue-producing platform, amortization expense associated with acquired developed technologies, personnel costs, and software costs. In addition, for revenue booked on a gross basis, cost of revenue includes traffic acquisition costs. Personnel costs included in cost of revenue include salaries, bonuses, and stock-based compensation, and are primarily attributable to personnel in our network operations group who support our platform. We capitalize costs associated with software that is developed or obtained for internal use and amortize the costs associated with our revenue-producing platform in cost of revenue over their estimated useful lives. We amortize acquired developed technologies over their estimated useful lives.

Current wording

Cost of Revenue. Our cost of revenue primarily consists of technology fees, including cloud hosting, data center, and bandwidth costs, ad verification costs, depreciation and maintenance expense of hardware supporting our revenue-producing platform, amortization of internally-developed software costs for the development of our revenue-producing platform, amortization expense associated with acquired developed technologies, personnel costs, and software license expenses. In addition, for revenue booked on a gross basis, cost of revenue includes traffic acquisition costs. Personnel costs included in cost of revenue include salaries, bonuses, and stock-based compensation, and are primarily attributable to personnel in our network operations group who support our platform. We capitalize costs associated with software that is developed or obtained for internal use and amortize the costs associated with our revenue-producing platform in cost of revenue over their estimated useful lives. We amortize acquired developed technologies over their estimated useful lives.

Previous wording

Technology and Development. Our technology and development expenses primarily consist of personnel costs, including salaries, bonuses, and stock-based compensation, as well as professional services associated with the ongoing development and maintenance of our solution, software costs, facilities-related costs, and depreciation and amortization expense. These expenses include costs incurred in the development, implementation, and maintenance of internal use software, including platform and related infrastructure. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal use software development that qualifies for capitalization, which are then recorded as internal use software development costs, net, on our condensed consolidated balance sheets. We amortize internal use software development costs that relate to our revenue-producing activities on our platform to cost of revenue and amortize other internal use software development costs to technology and development costs or general and administrative expenses, depending on the nature of the related project. We amortize acquired intangibles associated with technology and development functions from our business acquisitions over their estimated useful lives.

Current wording

Technology and Development. Our technology and development expenses primarily consist of personnel costs, including salaries, bonuses, and stock-based compensation, as well as professional services associated with the ongoing development and maintenance of our solution, software license expenses, facilities-related costs, and depreciation and amortization expense. These expenses include costs incurred in the development, implementation, and maintenance of internal use software, including platform and related infrastructure. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with internal use software development that qualifies for capitalization, which are then recorded as internal use software development costs, net, on our condensed consolidated balance sheets. We amortize internal use software development costs that relate to our revenue-producing activities on our platform to cost of revenue and amortize other internal use software development costs to technology and development costs or general and administrative expenses, depending on the nature of the related project. We amortize acquired intangibles associated with technology and development functions from our business acquisitions over their estimated useful lives.

Previous wording

Interest (Income) Expense, Net. Interest expense primarily consists of interest expense associated with our 2024 Term Loan B Facility (defined below), 2021 Term Loan B Facility (defined below) and Convertible Senior Notes (defined below), and their related amortization of debt issuance costs and debt discount. Interest income primarily consists of interest earned on our cash equivalents.

Current wording

Interest (Income) Expense, Net. Interest expense primarily consists of interest expense associated with our 2024 Term Loan B Facility (defined below), 2024 Revolving Credit Facility (defined below), and Convertible Senior Notes (defined below), and their related amortization of debt issuance costs and debt discount. Interest income primarily consists of interest earned on our cash equivalents.

Previous wording

Comparison of the Three and Six Months Ended June 30, 2026 and 2025

Current wording

Comparison of the Three and Nine Months Ended September 30, 2026 and 2025

Previous wording

Our CTV revenue growth for the six months ended June 30, 2026 compared to the prior year period was negatively impacted by a decline in the relative percentage of transactions reported on a gross basis, compared to on a net basis. Transactions reported on a gross basis generally result in a higher revenue contribution with an associated increase in our traffic acquisition costs. See "Key Operating and Financial Performance Metrics" below for a discussion of Contribution ex-TAC, which presents a year-over-year comparison of our CTV growth, without considering the impact of traffic acquisition costs related to revenue reported on a gross basis.

Current wording

Our CTV revenue growth for the nine months ended September 30, 2026 compared to the prior year period was negatively impacted by a decline in the relative percentage of transactions reported on a gross basis, compared to on a net basis. Transactions reported on a gross basis generally result in a higher revenue contribution with an associated increase in our traffic acquisition costs. See "Key Operating and Financial Performance Metrics" below for a discussion of Contribution ex-TAC, which presents a year-over-year comparison of our CTV growth, without considering the impact of traffic acquisition costs related to revenue reported on a gross basis.

Previous wording

Cost of revenue expenses decreased $2.9 million, or 4%, for the three months ended June 30, 2026 compared to the prior year period, primarily due to a decrease of $8.1 million in traffic acquisition costs due to a decrease in revenue reported on a gross basis, which was partially offset by increases of $3.1 million in depreciation and amortization expenses, $1.2 million in software license expenses and $0.8 million in personnel costs.

Current wording

Cost of revenue expenses decreased $5.3 million, or 8%, for the three months ended September 30, 2026 compared to the prior year period, primarily due to a decrease of $9.1 million in traffic acquisition costs due to a decrease in revenue reported on a gross basis, which was partially offset by increases of $1.6 million in depreciation and amortization expenses and $1.4 million in software license expenses.

Previous wording

Cost of revenue decreased $5.3 million, or 4%, for the six months ended June 30, 2026 compared to the prior year period, primarily due to a decrease of $14.6 million in traffic acquisition costs due to a decrease in revenue reported on a gross basis, which was partially offset by increases of $4.2 million in depreciation and amortization expenses, $2.8 million in technology fees and $1.9 million in personnel costs.

Current wording

Cost of revenue decreased $10.6 million, or 5%, for the nine months ended September 30, 2026 compared to the prior year period, primarily due to a decrease of $23.8 million in traffic acquisition costs due to a decrease in revenue reported on a gross basis, which was partially offset by increases of $5.7 million in depreciation and amortization expenses, $3.1 million in technology fees, $2.6 million in software license expenses, and $2.4 million in personnel costs.

Previous wording

Sales and marketing expenses increased $2.7 million, or 3% for the six months ended June 30, 2026 compared to the prior year period, primarily due to an increase in of $5.1 million in personnel costs, which was partially offset by a decrease of $3.1 million in depreciation and amortization, which was driven by certain acquired intangible assets becoming fully amortized in 2025.

Current wording

Sales and marketing expenses increased $4.4 million, or 3%, for the nine months ended September 30, 2026 compared to the prior year period, primarily due to an increase of $6.5 million in personnel costs, which was partially offset by a decrease of $3.1 million in depreciation and amortization expenses, which was driven by certain acquired intangible assets becoming fully amortized in 2025.

Previous wording

Technology and development expenses increased $5.4 million, or 12%, for the six months ended June 30, 2026 compared to the prior year period, primarily due to increases of $3.3 million in personnel costs and $1.7 million in event and travel-related expenses.

Current wording

Technology and development expenses increased $6.6 million, or 10%, for the nine months ended September 30, 2026 compared to the prior year period, primarily due to increases of $4.1 million in personnel costs and $1.8 million in event and travel-related expenses.

Previous wording

General and administrative expenses increased $5.9 million, or 26%, for the three months ended June 30, 2026 compared to the prior year period, primarily due to increases of $4.1 million in professional fees, including legal costs, $0.8 million in personnel costs, $0.5 million in insurance and taxes related costs, and $0.4 million in software license fees.

Current wording

General and administrative expenses increased $1.7 million, or 7%, for the three months ended September 30, 2026 compared to the prior year period, primarily due to an increase of $1.8 million in professional fees, including legal costs.

Previous wording

General and administrative expenses increased $7.0 million, or 15%, for the six months ended June 30, 2026 compared to the prior year period, primarily due to increases of $5.1 million in professional fees, including legal costs, and $0.8 million in software license fees, and $0.8 million in event and travel-related expenses, and $0.5 million in facilities-related costs. The increases were partially offset by a decrease of $1.0 million in banking fees.

Current wording

General and administrative expenses increased $8.6 million, or 12%, for the nine months ended September 30, 2026 compared to the prior year period, primarily due to increases of $6.9 million in professional fees, including legal costs, $1.2 million in software license fees, and $1.0 million in event and travel-related expenses. The increases were partially offset by a decrease of $1.0 million in refinancing expenses associated with our 2024 Term Loan B Facility (defined below) in March 2025.

Previous wording

Foreign exchange (gain) loss, net decreased by $5.2 million and $7.5 million for the three and six months ended June 30, 2026, respectively, compared to the prior year periods due to movements in foreign currency exchange rates and the amount of foreign currency-denominated cash, receivables, and payables, which were impacted by our billings to buyers, payments to sellers, and intercompany balances.

Current wording

Foreign exchange (gain) loss, net changed by $0.9 million and $6.6 million for the three and nine months ended September 30, 2026, respectively, compared to the prior year periods due to movements in foreign currency exchange rates and the amount of foreign currency-denominated cash, receivables, and payables, which were impacted by our billings to buyers, payments to sellers, and intercompany balances.

Previous wording

The loss on extinguishment of debt of $2.2 million in the six months ended June 30, 2025, was due to the March 2025 repricing of our 2024 Term Loan B Facility (defined below).

Current wording

The loss on extinguishment of debt of $2.2 million in the nine months ended September 30, 2025, was due to the March 2025 repricing of our 2024 Term Loan B Facility (defined below).

Previous wording

Other income was relatively flat for the three and six months ended June 30, 2026 compared to the prior year periods as we had similar levels of sublease activity in both periods.

Current wording

Other income was relatively flat for the three and nine months ended September 30, 2026 compared to the prior year periods as we had similar levels of sublease activity in both periods.

Previous wording

We recorded an income tax provision of $6.2 million and $1.0 million for the three months ended June 30, 2026 and 2025, respectively, and $5.5 million and $0.1 million for the six months ended June 30, 2026 and 2025, respectively. The tax provision for the three and six months ended June 30, 2026 was primarily the result of federal, state and foreign income tax provisions. The tax provision for the three and six months ended June 30, 2025 was primarily the result of the Company's ability to recognize deferred tax assets subject to the domestic valuation allowance and the federal, state, and foreign income tax provisions.

Current wording

We recorded an income tax provision of $11.6 million and $0.9 million for the three months ended September 30, 2026 and 2025, respectively, and $17.1 million and $1.0 million for the nine months ended September 30, 2026 and 2025, respectively. The tax provision for the three and nine months ended September 30, 2026 was primarily the result of federal, state and foreign income tax provisions. The tax provision for the three and nine months ended September 30, 2025 was primarily the result of the Company's ability to recognize deferred tax assets subject to the domestic valuation allowance and the federal, state, and foreign income tax provisions.

Previous wording

Our income tax provision for the three and six months ended June 30, 2026 reflects the impacts of the "One Big Beautiful Bill Act," which became effective on July 4, 2025. We have evaluated the tax law as it relates to our financials and determined there is no material impact on the periods presented above. Based on current projections, the continuing impact will be a deferral of the payment of current income taxes over multiple years; however, we expect the net impact to our effective tax rate for 2026 to be immaterial. We will continue to monitor for any impact of future guidance.

Current wording

Our income tax provision for the three and nine months ended September 30, 2026 reflects the impacts of the "One Big Beautiful Bill Act," which became effective on July 4, 2025. We have evaluated the tax law as it relates to our financials and determined there is no material impact on the periods presented above. Based on current projections, the continuing impact will be a deferral of the payment of current income taxes over multiple years; however, we expect the net impact to our effective tax rate for 2026 to be immaterial. We will continue to monitor for any impact of future guidance.

Previous wording

The following table presents the calculation of gross profit and reconciliation of gross profit to Contribution ex-TAC for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table presents the calculation of gross profit and reconciliation of gross profit to Contribution ex-TAC for the three and nine months ended September 30, 2026 and 2025:

Previous wording

The following table presents Contribution ex-TAC by channel for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table presents Contribution ex-TAC by channel for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Contribution ex-TAC increased $27.6 million, or 17%, for the three months ended June 30, 2026 compared to the prior year period. The increase in Contribution ex-TAC was primarily due to the growth in CTV revenue.

Current wording

Contribution ex-TAC increased $33.8 million, or 20%, for the three months ended September 30, 2026 compared to the prior year period. The increase in Contribution ex-TAC was primarily due to the growth in CTV.

Previous wording

Contribution ex-TAC increased $42.7 million, or 14%, for the six months ended June 30, 2026 compared to the prior year period. The increase in Contribution ex-TAC was primarily due to the growth in CTV revenue.

Current wording

Contribution ex-TAC increased $76.5 million, or 16%, for the nine months ended September 30, 2026 compared to the prior year period. The increase in Contribution ex-TAC was primarily due to the growth in CTV.

Previous wording

The following table presents a reconciliation of net income, the most comparable GAAP measure, to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:

Current wording

The following table presents a reconciliation of net income, the most comparable GAAP measure, to Adjusted EBITDA for the three and nine months ended September 30, 2026 and 2025:

Previous wording

Adjusted EBITDA increased by $16.2 million, or 30%, during the three months ended June 30, 2026 compared to the prior year period and increased by $22.3 million, or 24%, during the six months ended June 30, 2026 compared to the prior year period.

Current wording

Adjusted EBITDA increased by $26.2 million, or 46%, during the three months ended September 30, 2026 compared to the prior year period and increased by $48.5 million, or 33%, during the nine months ended September 30, 2026 compared to the prior year period.

Previous wording

As of June 30, 2026, we had cash and cash equivalents of $332.6 million, of which $55.4 million was held in foreign currency denominated cash and cash equivalents accounts, and an aggregate gross principal amount of $358.6 million of indebtedness outstanding under our 2024 Term Loan B Facility (as defined below). In addition, we were party to a $175.0 million 2024 Revolving Credit Facility (as defined below), of which approximately $4.1 million was assigned to outstanding but undrawn letters of credit. See "Capital Resources" below for further information about our outstanding debt.

Current wording

As of September 30, 2026, we had cash and cash equivalents of $392.9 million, of which $78.1 million was held in foreign currency denominated cash and cash equivalents accounts, and an aggregate gross principal amount of $357.7 million of indebtedness outstanding under our 2024 Term Loan B Facility (as defined below). In addition, we were party to a $175.0 million 2024 Revolving Credit Facility (as defined below), of which approximately $4.1 million was assigned to outstanding but undrawn letters of credit. See "Capital Resources" below for further information about our outstanding debt.

Previous wording

On February 23, 2026, the Board of Directors approved a new repurchase plan (the "2026 Repurchase Plan"), which authorized the repurchase of common stock with an aggregate market value of up to $200.0 million, through February 29, 2028. During six months ended June 30, 2026, we repurchased 2,667,795 shares of the Company's common stock for an aggregate amount of $35.0 million pursuant to the 2026 Repurchase Plan. As of June 30, 2026, $164.9 million was available under the 2026 Repurchase Plan.

Current wording

On February 23, 2026, the Board of Directors approved a new repurchase plan (the "2026 Repurchase Plan"), which authorized the repurchase of common stock with an aggregate market value of up to $200.0 million, through February 29, 2028. During the nine months ended September 30, 2026, we repurchased 3,484,112 shares of the Company's common stock for an aggregate amount of $55.1 million pursuant to the 2026 Repurchase Plan. As of September 30, 2026, $144.9 million was available under the 2026 Repurchase Plan.

Previous wording

In March 2021, we sold convertible senior notes ("Convertible Senior Notes") for gross proceeds of $400.0 million. On March 15, 2026, the Convertible Senior Notes matured, and the Company repaid the outstanding principal balance of $205.1 million in full with cash on hand. No Convertible Senior Notes remained outstanding as of June 30, 2026.

Current wording

In March 2021, we sold convertible senior notes ("Convertible Senior Notes") for gross proceeds of $400.0 million. On March 15, 2026, the Convertible Senior Notes matured, and we repaid the outstanding principal balance of $205.1 million in full with cash on hand. No Convertible Senior Notes remained outstanding as of September 30, 2026.

Previous wording

As of June 30, 2026, the balance of the 2024 Term Loan B Facility was $350.4 million, net of unamortized debt discount and debt issuance costs of $8.2 million, and amounts available under the 2024 Revolving Credit Facility were $170.9 million, net of letters of credit outstanding in the amount of $4.1 million.

Current wording

As of September 30, 2026, the balance of the 2024 Term Loan B Facility was $350.0 million, net of unamortized debt discount and debt issuance costs of $7.8 million, and amounts available under the 2024 Revolving Credit Facility were $170.9 million, net of letters of credit outstanding in the amount of $4.1 million.

Previous wording

For the six months ended June 30, 2026, net cash provided by operating activities was $65.9 million compared to $21.1 million for the six months ended June 30, 2025. Our operating activities included our net income of $23.8 million and non-cash adjustments of $64.7 million for the six months ended June 30, 2026 and net income of $1.5 million and non-cash adjustments of $78.7 million for the six months ended June 30, 2025. Net changes in our working capital resulted in $22.6 million and $59.1 million of cash used in operating activities for the six months ended June 30, 2026 and June 30, 2025, respectively. The net changes in working capital for both periods presented were primarily due to the timing of cash receipts from buyers and the timing of payments to sellers.

Current wording

For the nine months ended September 30, 2026, net cash provided by operating activities was $168.8 million compared to $107.7 million for the nine months ended September 30, 2025. Our operating activities included our net income of $57.8 million and non-cash adjustments of $95.5 million for the nine months ended September 30, 2026 and net income of $21.6 million and non-cash adjustments of $105.8 million for the nine months ended September 30, 2025. Net changes in our working capital resulted in $15.5 million of cash provided by operating activities and $19.7 million of cash used in operating activities for the nine months ended September 30, 2026 and 2025, respectively. The net changes in working capital for both periods presented were primarily due to the timing of cash receipts from buyers and the timing of payments to sellers.

Previous wording

During the six months ended June 30, 2026 and 2025, our investing activities used net cash of $29.6 million and $33.3 million, respectively. During the six months ended June 30, 2026 and 2025, we used cash for purchases of property and equipment of $21.5 million and $26.9 million, respectively, and used cash for investments in our internally developed software of $8.1 million and $6.4 million, respectively.

Current wording

During the nine months ended September 30, 2026 and 2025, our investing activities used net cash of $44.1 million and $63.7 million, respectively. During the nine months ended September 30, 2026 and 2025, we used cash for purchases of property and equipment of $31.4 million and $45.1 million, respectively, and used cash for investments in our internally developed software of $12.7 million and $10.1 million, respectively. During the nine months ended September 30, 2025, we also used cash of $8.1 million to acquire Streamrai, Inc. (the "Streamr.ai Acquisition").

Previous wording

For the six months ended June 30, 2026 and 2025, net cash used in financing activities was $257.4 million and $47.4 million, respectively. Cash outflows from financing activities for the six months ended June 30, 2026 primarily included a $205.1 million payment to settle matured Convertible Senior Notes, $21.4 million for taxes paid related to net share settlement of stock-based awards, and $35.5 million of payments related to share repurchases and $1.8 million of payments on our Term Loan B Facility. During the quarter, we borrowed $60.0 million under our 2024 Revolving Credit Facility to fund short-term operating requirements. The borrowings of $60.0 million were repaid before quarter end, and no amounts were outstanding under the 2024 Revolving Credit Facility as of June 30, 2026.

Current wording

For the nine months ended September 30, 2026 and 2025, net cash used in financing activities was $285.4 million and $47.0 million, respectively. Cash outflows from financing activities for the nine months ended September 30, 2026 primarily included a $205.1 million payment to settle matured Convertible Senior Notes, $55.6 million of payments related to share repurchases, $30.2 million for taxes paid related to net share settlement of stock-based awards, and $2.7 million of payments on our Term Loan B Facility. Additionally, during the nine months ended September 30, 2026, we borrowed $60.0 million under our 2024 Revolving Credit Facility to fund short-term operating requirements. The borrowings of $60.0 million were repaid during the same period, and no amounts were outstanding under the 2024 Revolving Credit Facility as of September 30, 2026.

Previous wording

Cash outflows from financing activities for the six months ended June 30, 2025 primarily included a $92.6 million payment to certain 2024 Term Loan B Facility lenders related to our Amendment No. 2 repricing activity, $27.3 million for taxes paid related to net share settlement of stock-based awards, and $22.9 million of payments related to share repurchases. The outflows were partially offset by cash proceeds primarily consisting of $92.6 million from certain 2024 Term Loan B Facility lenders related to our Amendment No. 2 repricing activity, cash proceeds from the employee stock purchase plan of $2.1 million, and cash proceeds from stock options exercises of $1.7 million. In connection with Amendment No. 2, $270.6 million of principal debt balance from Amendment No. 1 was rolled over as part of non-cash financing activities while the remaining $92.6 million principal balance from Amendment No. 1 were repaid and then reissued under Amendment No. 2 as mentioned above.

Current wording

Cash outflows from financing activities for the nine months ended September 30, 2025 primarily included a $92.6 million payment to certain 2024 Term Loan B Facility lenders related to our Amendment No. 2 repricing activity, $27.3 million for taxes paid related to net share settlement of stock-based awards, and $22.9 million of payments related to share repurchases. The outflows were partially offset by cash proceeds primarily consisting of $92.6 million from certain 2024 Term Loan B Facility lenders related to our Amendment No. 2 repricing activity, cash proceeds from stock options exercises of $3.0 million, and cash proceeds from the employee stock purchase plan of $2.1 million. In connection with Amendment No. 2, $270.6 million of principal debt balance from Amendment No. 1 was rolled over as part of non-cash financing activities while the remaining $92.6 million principal balance from Amendment No. 1 was repaid and then reissued under Amendment No. 2 as mentioned above.

Previous wording

Payments associated with our 2024 Term Loan B and 2024 Revolving Credit Facility are based on contractual terms and intended timing of repayments of current and long-term debt and associated interest and required fees.

Current wording

Payments associated with our 2024 Term Loan B and 2024 Revolving Credit Facility are based on contractual terms and intended timing of repayments of current and long-term debt and associated interest and required fees as of September 30, 2026. The amounts above do not reflect the updated terms from Amendment No. 3.