MNTN, Inc.

Previous wording

The following discussion and analysis of our financial condition and results of operations is intended to help the reader understand our Company, business, operations and present business environment and is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the related notes to those statements included elsewhere in this Form 10-Q and our audited consolidated financial statements and related notes thereto for the year ended December 31, 2024, and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" which can be found in the Company's final prospectus dated May 22, 2025, filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act. Some of the numbers included herein have been rounded for the convenience of presentation. Some of the information included in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" sections of this Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Current wording

The following discussion and analysis of our financial condition and results of operations is intended to help the reader understand our Company, business, operations and present business environment and is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the related notes to those statements included elsewhere in this Form 10-Q and our audited consolidated financial statements and related notes thereto for the year ended December 31, 2025, and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" which can be found in our 2025 Annual Report. Some of the numbers included herein have been rounded for the convenience of presentation. Some of the information included in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Cautionary Note Regarding Forward-Looking Statements and Summary Risk Factors" and "Risk Factors" sections of this Form 10-Q for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Previous wording

Our revolutionary PTV software platform allows marketers, for the first time, to combine the powerful storytelling format of TV advertising with the targeting and measurement capabilities of paid search and social advertising. Our self-serve software enables marketers to precisely target audiences and then directly tie each view to a purchase or other action. Marketers set performance goals, such as ROAS, and our algorithms continuously optimize a campaign around key metrics to drive higher performance. Since we launched our PTV platform in 2018, our company has experienced rapid growth due to the robust performance our platform delivers to our customers.

Current wording

Our revolutionary PTV software platform allows marketers to combine the powerful storytelling format of TV advertising with the targeting and measurement capabilities of paid search and social advertising. Our self-serve software enables marketers to precisely target audiences and then directly tie each view to a purchase or other action. Marketers set performance goals, such as ROAS, and our algorithms continuously optimize a campaign around key metrics to drive higher performance. Since we launched our PTV platform, our company has experienced rapid growth due to the robust performance our platform delivers to our customers.

Previous wording

Our company was founded in 2009 by Mark Douglas, a pioneer and thought leader in the performance marketing industry. We set out to help marketers target households with performance display advertisements across desktop, mobile and other devices. In 2018, we saw an opportunity in CTV, and we began developing purpose-built CTV technologies leveraging our existing audience targeting and measurement expertise. We commercially launched our PTV offering in 2018. Since the launch of our PTV offering, we have quickly advanced our key technological capabilities (e.g., data integration, algorithms, user interface, reporting, etc.).

Current wording

Our company was founded in 2009 by Mark Douglas, a pioneer and thought leader in the performance marketing industry. We set out to help marketers target households with performance display advertisements across desktop, mobile and other devices. In 2018, we saw an opportunity in CTV, and we began developing purpose-built CTV technologies leveraging our existing audience targeting and measurement expertise. Since the launch of our PTV offering, we have quickly advanced our key technological capabilities (e.g., data integration, algorithms, user interface, reporting, etc.).

Previous wording

We generate and grow our revenue primarily by driving new customers to our platform and through existing customers increasing their spend on our platform. Our initial focus was on mid-sized businesses, and in 2024, we began expanding our focus to small businesses, many of whom have never advertised on TV before.

Current wording

We generate and grow our revenue primarily by driving new customers to our platform and through existing customers increasing their spend on our platform. Our initial focus was on mid-sized businesses, and subsequently, we began expanding our focus to small businesses, many of whom have never advertised on TV before.

Previous wording

Since 2019, our PTV Customers increased from 142 to 3,316 in the twelve months ended September 30, 2025. Our PTV Customers increased 66.6% in the twelve months ended September 30, 2025 from the twelve months ended September 30, 2024. We attribute this growth to new customer acquisitions due to continued customer adoption of PTV and our continued expansion of our overall SMB footprint, including small businesses.

Current wording

Since 2019, our PTV Customers increased from 142 to 3,874 in the twelve months ended March 31, 2026. Our PTV Customers increased 46.4% in the twelve months ended March 31, 2026 from the twelve months ended March 31, 2025. We attribute this growth to new customer acquisitions due to continued customer adoption of PTV and our continued expansion of our overall SMB footprint, including small businesses.

Previous wording

In this Form 10-Q, we use certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin. EBITDA is defined as net loss adjusted to exclude depreciation and amortization expense, interest income (expense), net and income tax expense (benefit). Adjusted EBITDA is defined as net loss adjusted to exclude depreciation and amortization expense, interest income (expense), net and income tax expense (benefit), as further adjusted to exclude stock-based compensation expense, fair value adjustments on outstanding warrants, contingent liabilities and embedded derivatives, acquisition costs including legal costs associated with prior acquisitions, legal settlements and loss on debt extinguishment, which are items that we believe are not indicative of our core operating performance. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue.

Current wording

In this Form 10-Q, we use certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, and Adjusted EBITDA margin. EBITDA is defined as net loss adjusted to exclude amortization expense, interest income (expense), net and income tax provision. Adjusted EBITDA is defined asnet income (loss) adjusted to exclude amortization expense, interest income (expense), net and income tax provision, as further adjusted to exclude stock-based compensation expense, fair value adjustments on outstanding warrants, contingent liabilities, embedded derivatives and convertible debt, acquisition costs including legal costs associated with prior acquisitions, and legal settlements, which are items that we believe are not indicative of our core operating performance. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by revenue.

Previous wording

Adjusted EBITDA and Adjusted EBITDA margin are supplemental measures of our performance, are not defined by or presented in accordance with GAAP and should not be considered in isolation or as an alternative to net loss, net loss margin or any other performance measure prepared in accordance with GAAP. Adjusted EBITDA and Adjusted EBITDA margin are presented because we believe that they provide useful supplemental information to investors, analysts, and rating agencies regarding our operating performance and our capacity to incur and service debt and are frequently used by these parties in evaluating companies in our industry. By presenting Adjusted EBITDA and Adjusted EBITDA margin, we provide a basis for comparison of our business operations between periods by excluding items that we do not believe are indicative of our core operating performance. We believe that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Additionally, management uses Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of our performance because they assist us in comparing the operating performance of our business on a consistent basis between periods, as described above.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin are supplemental measures of our performance, are not defined by or presented in accordance with GAAP and should not be considered in isolation or as an alternative tonet income (loss), net income (loss) margin or any other performance measure prepared in accordance with GAAP. Adjusted EBITDA and Adjusted EBITDA margin are presented because we believe that they provide useful supplemental information to investors, analysts, and rating agencies regarding our operating performance and our capacity to incur and service debt and are frequently used by these parties in evaluating companies in our industry. By presenting Adjusted EBITDA and Adjusted EBITDA margin, we provide a basis for comparison of our business operations between periods by excluding items that we do not believe are indicative of our core operating performance. We believe that investors’ understanding of our performance is enhanced by including these non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations. Additionally, management uses Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of our performance because they assist us in comparing the operating performance of our business on a consistent basis between periods, as described above.

Previous wording

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

Current wording

• although amortization is a non-cash charge, the assets being amortized will often have to be replaced in the future and such measures do not reflect any cash requirements for such replacements; and

Previous wording

The following table reconciles Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financial performance measure, which is net loss:

Current wording

The following table reconciles Adjusted EBITDA and Adjusted EBITDA margin to the most directly comparable GAAP financial performance measure, which isnet income (loss):

Previous wording

As of September 30, 2025, we had 498 full-time team members. Hiring productive and diverse talent is a key driver of our success and we expect to continue to grow headcount as our business scales. We plan to further invest in research and development to extend our data and technology lead and to enhance our platform. We also expect to incur additional general and administrative expenses to support our growth as a publicly traded company. Our headcount may increase through direct hires or through acquisitions of companies or teams.

Current wording

As of March 31, 2026, we had 542 full-time team members. Hiring productive and diverse talent is a key driver of our success and we expect to continue to grow headcount as our business scales. We plan to further invest in research and development to extend our data and technology lead and to enhance our platform. We also expect to incur additional general and administrative expenses to support our growth as a publicly traded company. Our headcount may increase through direct hires or through acquisitions of companies or teams.

Previous wording

We experience seasonal fluctuations in revenue due to increased customer spend during the fourth quarter holiday season and around notable consumer viewing events. This trend is especially relevant for direct-to-consumer and e-commerce brands, many of which use our platform to advertise on TV. Fourth quarter revenue comprised 30.9% and 29.5% of our revenue for the years ended December 31, 2024 and 2023, respectively. We expect revenue to fluctuate in the future based on seasonal and event-driven factors; however, historical trends may not be indicative of future results given evolving industry dynamics, changes to consumer spending patterns, expansion of our customer base into new verticals, or potential changes to our business model.

Current wording

We experience seasonal fluctuations in revenue due to increased customer spend during the fourth quarter holiday season and around notable consumer viewing events and reduced customer spend during the first quarter, immediately after the holiday season. This trend is especially relevant for direct-to-consumer and e-commerce brands, many of which use our platform to advertise on TV. Fourth quarter revenue comprised 30.0% and 30.9% of our revenue for the years ended December 31, 2025 and 2024, respectively. First quarter revenue comprised 22.2% and 19.4% of our revenue for the years ended December 31, 2025 and 2024, respectively. We expect revenue to fluctuate in the future based on seasonal and event-driven factors; however, historical trends may not be indicative of future results given evolving industry dynamics, changes to consumer spending patterns, expansion of our customer base into new verticals, or potential changes to our business model.

Previous wording

Macroeconomic factors, such as increased inflation and interest rate volatility, increased tariffs, recessionary fears, financial and credit market fluctuations, actual or perceived instability in the banking industry, uncertainty with respect to the federal budget and debt ceiling and government shutdowns related thereto, changes in economic policy, global supply constraints and geopolitical developments (such as the conflicts in Ukraine, the unrest in the Middle East and tensions between China and Taiwan), have affected, and continue to have an effect, on our markets and industry. Any worsening of macroeconomic conditions in future periods could have a negative effect on our financial results.

Current wording

Macroeconomic factors, such as labor shortages, inflation, interest rate volatility, changes in foreign currency exchange rates, instability in the global financial system, supply chain disruptions, increased tariffs and other trade barriers, uncertainty about economic recovery or growth, and instability in political or market conditions generally have affected, and continue to have an effect, on our markets and industry. Any worsening of macroeconomic conditions in future periods could have a negative effect on our financial results.

Previous wording

Our revenue is primarily generated through usage-based fees from customers based on their level of ad spend on our platform. We expect our revenue to continue to increase as CTV adoption expands and more brands increase their PTV ad spend. Additionally, we generate revenue through the QuickFrame creative marketplace provided to our customers, and generated revenue through Maximum Effort Marketing's creative services prior to its divestiture on April 1, 2025.

Current wording

Our revenue is primarily generated through usage-based fees from customers based on their level of ad spend on our platform, net of amounts paid to suppliers for the cost of advertising inventory. We expect our revenue to continue to increase as CTV adoption expands and more brands increase their PTV ad spend. Additionally, we generate revenue through the QuickFrame creative marketplace provided to our customers, and generated revenue through Maximum Effort Marketing's creative services prior to its divestiture on April 1, 2025.

Previous wording

Cost of revenues consists primarily of hosting costs, data costs, third-party service fees, and personnel costs. Personnel-related costs included in cost of revenues include salaries, benefits, bonuses, stock-based compensation, and facility-related costs and are primarily attributable to personnel who support our platform and who design and manage the production of video ads. 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 revenues over their estimated useful lives. We allocate facility-related costs based on headcount. Although we expect that the long-term cost of revenues will remain relatively consistent as a percentage of revenues it may fluctuate from period-to-period as a result of the level and timing of costs to support our platform.

Current wording

Cost of revenues consists primarily of hosting costs, data costs, third-party service fees, and personnel costs. Personnel costs included in cost of revenues include salaries, benefits, bonuses, and stock-based compensation and are primarily attributable to personnel who support our platform and who design and manage the production of video ads. 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 revenues over their estimated useful lives. Although we expect that the long-term cost of revenues will remain relatively consistent as a percentage of revenues it may fluctuate from period-to-period as a result of the level and timing of costs to support our platform.

Previous wording

Technology and development expense consists of personnel-related costs (including salaries, bonuses, benefits and stock-based compensation and facility-related costs) related to the development and operation of our platform. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software development costs included in internal use software, net on our consolidated balance sheets. We allocate facility-related costs based on headcount. We expect that our technology and development expense will increase in absolute dollars as our business grows and we continue to invest in optimization and feature expansion of our platform as well as technology improvements to support and drive efficiency in our operations.

Current wording

Technology and development expense consists of personnel-related costs (including salaries, bonuses, benefits and stock-based compensation) and SaaS and other tools related to the development and operation of our platform. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software development costs included in internal use software, net on our consolidated balance sheets. We expect that our technology and development expense will increase in absolute dollars as our business grows and we continue to invest in optimization and feature expansion of our platform as well as technology improvements to support and drive efficiency in our operations.

Previous wording

Sales and marketing expense consists of personnel-related costs (including salaries, commissions, bonuses, benefits, stock-based compensation, and facility-related costs), as well as costs related to promotional activities such as online advertising, branding products and trade shows as well as fees paid to third parties for marketing and product research. We allocate facility-related costs based on headcount. Commission costs are expensed as incurred. We expect sales and marketing expenses to grow in absolute dollars as we add personnel to increase the number of customers and expand their adoption of our platform. Sales and marketing expense as a percentage of revenue may fluctuate from period-to-period based on revenue levels and the timing of our investments, which may be impacted by the revenue seasonality in our industry and business as described further above.

Current wording

Sales and marketing expense consists of personnel-related costs (including salaries, commissions, bonuses, benefits, stock-based compensation), as well as costs related to promotional activities such as online advertising, branding products and trade shows, fees paid to third parties for marketing and product research, and commissions paid to certain advertising agencies. Commission costs are expensed as incurred. We expect sales and marketing expenses to grow in absolute dollars as we add personnel to increase the number of customers and expand their adoption of our platform. Sales and marketing expense as a percentage of revenue may fluctuate from period-to-period based on revenue levels and the timing of our investments, which may be impacted by the revenue seasonality in our industry and business as described further above.

Previous wording

General and administrative expense consists of personnel-related costs (including salaries, bonuses, benefits, stock-based compensation and facility-related costs) related to our executive, finance and accounting, human resources and administrative departments. General and administrative expense also includes fees for third-party professional services, including consulting, legal and accounting services, merchant service fees, charitable contributions and other employee-related costs. We allocate facility-related costs based on headcount. We expect that our general and administrative expense will increase in absolute dollars as we invest in corporate infrastructure and incur additional expenses associated with our operations as a public company, including increased legal and accounting costs, investor relations costs, higher insurance premiums and compliance costs associated with developing the requisite infrastructure required for sufficient internal controls.

Current wording

General and administrative expense consists of personnel-related costs (including salaries, bonuses, benefits, stock-based compensation) related to our executive, finance and accounting, human resources and administrative departments. General and administrative expense also includes fees for third-party professional services, including consulting, legal and accounting services, merchant service fees, charitable contributions and other employee-related costs. We expect that our general and administrative expense will increase in absolute dollars as we invest in corporate infrastructure and incur additional expenses associated with our operations as a public company, including increased legal and accounting costs, investor relations costs, higher insurance premiums and compliance costs associated with developing the requisite infrastructure required for sufficient internal controls.

Previous wording

Other Expense, Net. Other expense, net primarily consists of non-operating gains or losses, including fair value adjustments related to outstanding warrants, embedded derivative liability, convertible debt and contingent liabilities, and gains or losses on debt extinguishment.

Current wording

Other Income (Expense), Net. Other Income (Expense), Net primarily consists of non-operating gains or losses, including fair value adjustments related to outstanding warrants, embedded derivative liabilities, convertible debt and contingent liabilities, and gains or losses on debt extinguishment.

Previous wording

Our income tax expense (benefit) primarily consists of U.S. federal and state income taxes, adjusted for allowable credits, deductions, and valuation allowance against deferred tax assets. Our effective tax rate is affected by tax rates in the jurisdictions in which we operate and the relative amounts of income we earn in those jurisdictions, as well as non-deductible expenses, such as share-based compensation, and changes in our valuation allowance against deferred tax assets.

Current wording

Our income tax provision primarily consists of U.S. federal and state income taxes, adjusted for allowable credits, deductions, and valuation allowance against deferred tax assets. Our effective tax rate is affected by tax rates in the jurisdictions in which we operate and the relative amounts of income we earn in those jurisdictions, as well as non-deductible expenses, such as share-based compensation, and changes in our valuation allowance against deferred tax assets.

Previous wording

Revenue increased $47.2 million, or 30.3%, to $203.0 million for the nine months ended September 30, 2025, compared to $155.8 million for the nine months ended September 30, 2024. The increase was due primarily to an increase of $53.5 million in revenue generated from PTV, driven by a 69% increase in active PTV customers between the periods in comparison, partially offset by a decrease in average spend per customer as we continue to expand our overall SMB footprint, including small businesses. This was offset by decreases in creative and production revenues of $3.8 million and $2.2 million, respectively, primarily due to the divestiture of Maximum Effort Marketing on April 1, 2025.

Current wording

Revenue increased $9.2 million, or 14.2%, to $73.7 million for the three months ended March 31, 2026, compared to $64.5 million for the three months ended March 31, 2025. The increase was due primarily to an increase of $15.0 million in revenue generated from PTV, driven by a 26% increase in active PTV customers between the periods in comparison and $1.7 million in revenue recognized during the three months ended March 31, 2026 related to the expiration of unused creative credits associated with amended contracts in the period. The increase in active PTV customers was offset by a decrease in average spend per customer as we continued to expand our overall SMB footprint, including small businesses. Additionally, creative and production revenues decreased $4.1 million and $1.8 million, respectively, primarily due to the divestiture of Maximum Effort Marketing on April 1, 2025.

Previous wording

Cost of revenues decreased $1.4 million, or 8.6%, to $14.8 million for the three months ended September 30, 2025, compared to $16.2 million for the three months ended September 30, 2024. The decrease was primarily due to a $2.7 million decrease in creative personnel costs as a result of the divestiture of Maximum Effort Marketing on April 1, 2025. Offsetting the decrease was an increase in data processing fees of $1.1 million due to the increased volume and changes in data vendors, a $0.5 million increase in amortization for internal use software due to additions to capitalized software as we continue to improve our technology and coupled with the write-down of obsolete software during the period, and a $0.3 million increase in SaaS tools for employees who support our platform.

Current wording

Cost of revenues decreased $6.2 million, or 31.2%, to $13.7 million for the three months ended March 31, 2026, compared to $19.8 million for the three months ended March 31, 2025. The decrease was primarily due to a $3.1 million decrease in creative personnel costs as a result of the divestiture of Maximum Effort Marketing on April 1, 2025. Additionally, hosting expense decreased by $2.5 million due to changes in data vendors and platform fees decreased by $0.6 million. Offsetting these decreases was a $0.7 million increase in amortization for internal use software due to additions to capitalized software as we continued to improve our technology.

Previous wording

Technology and development expense increased $5.6 million, or 68.1%, to $13.7 million for the three months ended September 30, 2025, compared to $8.2 million for the three months ended September 30, 2024. The increase was primarily due to an increase in personnel costs of $4.7 million attributable to increased headcount to maintain and support further development of our platform. Technology and development headcount increased by 37% between the periods in comparison as we continued to grow our engineering team to support the growth of our product. The remaining increase was primarily driven by investment in incremental tools to support the development of our platform.

Current wording

Technology and development expense increased $5.0 million, or 52.1%, to $14.6 million for the three months ended March 31, 2026, compared to $9.6 million for the three months ended March 31, 2025. The increase was primarily due to an increase in personnel costs of $4.4 million attributable to increased headcount to maintain and support further development of our platform. Technology and development headcount increased by 23% between the periods in comparison as we continued to grow our engineering team to support the growth of our product. The remaining $0.6 million increase was driven by investment in incremental tools to support the development of our platform.

Previous wording

Sales and marketing expense increased $2.3 million, or 12.2%, to $21.4 million for the three months ended September 30, 2025, compared to $19.0 million for the three months ended September 30, 2024. This was primarily due to a planned increase in third party marketing spend of $3.4 million in order to drive customer and revenue growth, including $0.8 million in brand marketing spend, coupled with a $0.7 million increase in SaaS tools to support the growth of the business. Partially offsetting the increase was a decrease in personnel costs of $1.6 million driven by a decrease in average headcount of 15% period over period.

Current wording

Sales and marketing expense increased $2.0 million, or 9.4%, to $23.7 million for the three months ended March 31, 2026, compared to $21.7 million for the three months ended March 31, 2025. This was primarily due to a planned increase in third party marketing spend of $1.9 million in order to drive customer and revenue growth, including $0.8 million in brand marketing spend, coupled with a $0.6 million increase in SaaS tools to support the growth of the business. Partially offsetting the increase was a decrease in personnel costs of $1.0 million driven by a decrease in average headcount of 7% period over period and a decline in sponsorships of $0.5 million.

Previous wording

General and administrative expense increased $7.3 million, or 19.2%, to $45.6 million for the nine months ended September 30, 2025, compared to $38.3 million for the nine months ended September 30, 2024. The increase was primarily due to an increase in stock-based compensation expense of $3.1 million, of which $4.6 million is related to the forgiveness of 2021 partial recourse promissory notes with executive officers that were issued to facilitate the early exercise of stock options and $0.5 million was related to the acceleration of awards to option holders. These increases were partially offset by a decrease in stock based compensation due to the full vesting of options granted in 2021. Additionally, credit card processing fees increased by $1.7 million due to the increase in revenue volume and legal costs increased $1.2 million related to transactions and litigation work. Insurance expense increased $0.4 million due to public company director and officer insurance that became effective upon our initial public offering in May 2025. The remaining increase was primarily due to an increase in accounting fees and charitable contributions.

Current wording

General and administrative expense decreased $9.0 million, or 43.9%, to $11.5 million for the three months ended March 31, 2026, compared to $20.5 million for the three months ended March 31, 2025. The decrease was primarily driven by a $9.8 million decrease in stock based compensation due to the full vesting of options granted in 2021 and the forgiveness of partial recourse promissory notes with executive officers that were issued to facilitate the early exercise of stock options during the three months ended March 31, 2025. Additionally, transaction costs decreased by $0.6 million due to costs incurred during the three months ended March 31, 2025 related to the divestiture of Maximum Effort Marketing. These decreases were partially offset by increases of $0.9 million in legal fees, $0.3 million in professional fees and $0.3 million in insurance costs. These increases are primarily due to board of directors compensation, public company administration, director and officer liability insurance and investor relations costs, following our IPO in May 2025.

Previous wording

Interest income (expense), net changed favorably by $3.1 million, or 283.5%, to income of $2.0 million for the three months ended September 30, 2025, compared to expense of $1.1 million for the three months ended September 30, 2024. The favorable change was primarily due to a decrease in interest expense on the Convertible Notes of $1.6 million as a result of the amendments in May 2024 and April 2025, which resulted in removal of the previous unamortized discounts, and the settlement of the Convertible Notes on May 23, 2025, resulting in no interest expense for the three months ended September 30, 2025. Additionally, interest income increased $1.5 million due to the increase in the interest bearing cash balance, which increased as a result of the IPO proceeds and increase in operating cash.

Current wording

Interest income (expense), net changed favorably by $3.0 million, or 262.5%, to interest income of $1.9 million for the three months ended March 31, 2026, compared to interest expense of $1.2 million for the three months ended March 31, 2025. The favorable change was primarily due to a decrease in interest expense on the Convertible Notes of $1.6 million which were settled on May 23, 2025, resulting in no interest expense for the three months ended March 31, 2026. Additionally, interest income increased $1.4 million due to a higher interest bearing cash balance, which increased as a result of the IPO proceeds and increase in operating cash.

Previous wording

Other expense, net primarily consists of fair value adjustments on our warrants and contingent liabilities. Other expense, net decreased by $2.0 million, or 63.4%, to $1.1 million for the three months ended September 30, 2025, compared to $3.1 million for the three months ended September 30, 2024. We recognized a $3.2 million loss due to the increase in fair value of our common stock warrants, which were fully exercised during the three months ended September 30, 2025, compared to a $0.4 million loss in comparable prior period. During the three months ended September 30, 2024, we recognized $2.7 million in losses due to the increase in fair value of the embedded derivative liabilities, which were extinguished upon the initial public offering on May 21, 2025, decreasing other expense, net period over period. Further, we recognized $2.0 million in income during the three months ended September 30, 2025, due to the decrease in fair value of contingent liabilities.

Current wording

Other income (expense), net primarily consists of fair value adjustments on our warrants and contingent liabilities. Other expense, net changed favorably by $16.7 million, or 101.0%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. We recognized $0.2 million in income during the three months ended March 31, 2026, due to the decrease in fair value of contingent liabilities. During the three months ended March 31, 2025, we recognized $16.6 million in losses due to the increase in fair value of the embedded derivative liabilities, which were extinguished upon our IPO on May 23, 2025.

Previous wording

Income tax expense increased $1.8 million to $1.9 million during the three months ended September 30, 2025 from $0.1 million during the three months ended September 30, 2024. The increase was driven by an increase in the annual effective tax rate as a result of projected taxable income, primarily driven by an increase in full-year projected pre-tax book income.

Current wording

Income tax provision changed by $7.2 million to a tax expense of $2.9 million during the three months ended March 31, 2026 from a tax benefit of $4.3 million during the three months ended March 31, 2025. The increase in tax expense was driven by an increase in the annual effective tax rate as a result of projected taxable income, primarily driven by an increase in full-year projected pre-tax book income.

Previous wording

Since inception, we have financed operations to date primarily through cash flow from operating activities, net proceeds received from sales of equity securities and borrowings under our Revolving Credit Facility and other indebtedness. We have historically incurred losses from operations and have an accumulated deficit of $295.6 million as of September 30, 2025. As of September 30, 2025, we had cash and cash equivalents of $179.2 million, no borrowings outstanding under our Revolving Credit Facility and up to $47.3 million of borrowing capacity available thereunder.

Current wording

Since inception, we have financed operations to date primarily through cash flow from operating activities, net proceeds received from sales of equity securities and borrowings under our Revolving Credit Facility and other indebtedness. We have historically incurred losses from operations and have an accumulated deficit of $252.3 million as of March 31, 2026. As of March 31, 2026, we had cash and cash equivalents of $213.9 million, no borrowings outstanding under our Revolving Credit Facility and up to $45.7 million of borrowing capacity available thereunder.

Previous wording

We believe that our existing cash and cash equivalents, together with cash flow from operations and borrowings under our Revolving Credit Facility, will be sufficient to support our working capital requirements for at least the next 12 months. We utilize Insured Cash Sweep services to reduce exposure of our cash and cash equivalents balances that exceed FDIC limits at any one financial institution. Our future capital requirements will depend on many factors, including our revenue growth, the timing and extent of product development efforts and other investments to support our growth (including through acquisitions), the expansion of sales and marketing activities, and increases in general and administrative costs. To the extent our current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of additional debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. There can be no assurances that we will be able to raise additional capital. In the event additional financing is required from outside sources, we may not be able to negotiate terms acceptable to us or at all. In particular, the recent global macroeconomic trends have caused disruption in the global financial markets, which could reduce our ability to access capital and negatively affect our liquidity in the future. If we are unable to raise additional capital when required, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, financial condition, and cash flows would be adversely affected.

Current wording

We believe that our existing cash and cash equivalents, together with cash flow from operations and borrowings under our Revolving Credit Facility, will be sufficient to support our working capital requirements for at least the next 12 months. We utilize Insured Cash Sweep services to reduce exposure of our cash and cash equivalents balances that exceed FDIC limits at any one financial institution. Our long-term cash requirements will depend on many factors, including our revenue growth, the timing and extent of product development efforts and other investments to support our growth (including through acquisitions), the expansion of sales and marketing activities, and increases in general and administrative costs. To the extent our current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may be required to seek additional equity or debt financing. The sale of additional equity would result in additional dilution to our stockholders. The incurrence of additional debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations. There can be no assurances that we will be able to raise additional capital. In the event additional financing is required from outside sources, we may not be able to negotiate terms acceptable to us or at all. In particular, the recent global macroeconomic trends have caused disruption in the global financial markets, which could reduce our ability to access capital and negatively affect our liquidity in the future. If we are unable to raise additional capital when required, or if we cannot expand our operations or otherwise capitalize on our business opportunities because we lack sufficient capital, our business, results of operations, financial condition, and cash flows would be adversely affected.

Previous wording

On May 9, 2025, we amended an existing Amended and Restated Business Financing Agreement (as amended from time to time, the “Revolving Credit Agreement”) with Western Alliance Bank. The Revolving Credit Agreement provides for a senior secured asset-based revolving credit facility (the “Revolving Credit Facility”), pursuant to which we may initially incur up to $50.0 million aggregate principal amount of revolver borrowings and have the option to request from time to time up to an additional $30.0 million in borrowings. The Revolving Credit Facility matures on May 28, 2029. The amount of borrowing availability under the Revolving Credit Facility is based on our accounts receivable balance, reduced by reserves. As of September 30, 2025 and December 31, 2024, we had no outstanding borrowings under the Revolving Credit Facility and up to $47.3 million and $30.0 million of borrowings available, respectively.

Current wording

On December 8, 2025, we entered into an Amended and Restated Business Financing Agreement (the “Revolving Credit Agreement”) with Western Alliance Bank. The Revolving Credit Agreement provides for a senior secured asset-based revolving credit facility (the “Revolving Credit Facility”), pursuant to which we may initially incur up to $50.0 million aggregate principal amount of revolver borrowings and have the option to request from time to time up to an additional $30.0 million in borrowings. The Revolving Credit Facility matures on May 28, 2029. The amount of borrowing availability under the Revolving Credit Facility is based on our accounts receivable balance, reduced by reserves. As of March 31, 2026 and December 31, 2025, we had no outstanding borrowings under the Revolving Credit Facility and up to $45.7 million of borrowings available.

Previous wording

Borrowings under the Revolving Credit Facility bear interest at a floating per annum rate equal to SOFR plus 3.00%. Interest is payable on the revolving borrowings on a monthly basis.

Current wording

Borrowings under the Revolving Credit Facility bear interest at a floating per annum rate equal to the Secured Overnight Financing Rate (“SOFR”) plus 3.00%, with a floor of 1.00%. Interest is payable on the revolving borrowings on a monthly basis.

Previous wording

The Revolving Credit Facility contains customary conditions to borrowings, events of default and covenants, including, without limitation, covenants that restrict our ability to sell assets, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, make distributions or redeem or repurchase capital stock or make other investments, engage in transactions with affiliates and make payments in respect of subordinated debt. The Revolving Credit Facility also requires us to maintain compliance with an Adjusted Quick Ratio (defined as unrestricted cash maintained with the lender plus eligible receivables divided by the sum of outstanding loans plus accounts payable aged over 60 days from the invoice date) covenant at least 1.35 to 1.00 if the unrestricted cash balance with the lender is less than $35.0 million and there are outstanding borrowings. Such covenant will be tested as of the last day of the most recently completed fiscal period for which financial statements have been delivered and for each fiscal period thereafter until the unrestricted cash balance is above $35.0 million and there are outstanding borrowings. We are also required to maintain a significant amount of our depository and operating accounts with Western Alliance Bank, subject to certain exceptions. Our obligations under the Revolving Credit Facility are collateralized by a pledge of substantially all of our assets, including accounts receivable, deposit accounts, intellectual property, investment property and equipment. See Note 7 —"Debt” to our condensed consolidated financial statements included elsewhere in this Form 10-Q.

Current wording

The Revolving Credit Facility contains customary conditions to borrowings, events of default and covenants, including, without limitation, covenants that restrict our ability to sell assets, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, make distributions or redeem or repurchase capital stock or make other investments, engage in transactions with affiliates and make payments in respect of subordinated debt. The Revolving Credit Facility also requires us to maintain compliance with an Adjusted Quick Ratio (defined as unrestricted cash maintained with the lender plus eligible receivables divided by the sum of outstanding loans plus accounts payable aged over 60 days from the invoice date) covenant at least 1.35 to 1.00 if the unrestricted cash balance with the lender is less than $35.0 million and there are outstanding borrowings. Such covenant will be tested as of the last day of the most recently completed fiscal period for which financial statements have been delivered and for each fiscal period thereafter until the unrestricted cash balance is above $35.0 million and there are outstanding borrowings. We are also required to maintain $75.0 million of depository and operating accounts with Western Alliance Bank, subject to certain exceptions. Our obligations under the Revolving Credit Facility are collateralized by a pledge of substantially all of our assets, including accounts receivable, deposit accounts, intellectual property, investment property and equipment. See Note 6, “Debt” to our condensed consolidated financial statements included elsewhere in this Form 10-Q.

Previous wording

Net cash provided by operating activities consists of net loss adjusted for certain non-cash items and changes in operating assets and liabilities. Our cash flows from operating activities are primarily impacted by growth in our operations, increases or decreases in collections from our customers and related payments to third parties for ad inventory and data. Our collection and payment cycles can vary from period-to-period.

Current wording

Net cash provided by operating activities consists of net income (loss) adjusted for certain non-cash items and changes in operating assets and liabilities. Our cash flows from operating activities are primarily impacted by growth in our operations, increases or decreases in collections from our customers and related payments to third parties for ad inventory and data. Our collection and payment cycles can vary from period-to-period.

Previous wording

Net cash used in investing activities primarily consists of investments in capitalized internal use software costs to develop our technology platform and other investment activities. As our business grows, we expect our investments in our platform development to increase as needed to support our platform.

Current wording

During the three months ended March 31, 2026 and 2025, net cash used in investing activities consisted of investments in capitalized internal use software costs to develop our technology platform and other investment activities. As our business grows, we expect our investments in our platform development to increase as needed to support our platform.

Previous wording

Critical accounting estimates are those that we believe are both significant and require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates, and the estimates included in our financial statements might be impacted if we used different assumptions or conditions. There have been no material changes to our critical accounting policies and estimates as compared to those described in our Final Prospectus dated May 22, 2025 as filed with the SEC, in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.”

Current wording

Critical accounting estimates are those that we believe are both significant and require us to make difficult, subjective or complex judgments, often because we need to estimate the effect of inherently uncertain matters. We base our estimates and judgments on historical experiences and various other factors that we believe to be appropriate under the circumstances. Actual results may differ from these estimates, and the estimates included in our financial statements might be impacted if we used different assumptions or conditions. Other than the following, there have been no material changes to our critical accounting estimates as compared to those described in our 2025 Annual Report, in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates.”