MNTN, Inc.

Previous 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.

Current wording

Since 2019, our PTV Customers increased from 142 to 4,225 in the twelve months ended June 30, 2026. Our PTV Customers increased 39.9% in the twelve months ended June 30, 2026 from the twelve months ended June 30, 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 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.

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 depreciation and amortization expense, interest income (expense), net and income tax provision. Adjusted EBITDA is defined asnet income (loss) adjusted to exclude depreciation and 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, legal settlements, restructuring costs, 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.

Previous 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.

Current wording

As of June 30, 2026, we had 451 full-time team members. Hiring productive and diverse talent is a key driver of our success and we expect to strategically 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

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.

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 QuickFrame’s ad production services 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 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.

Current wording

Cost of revenues consists primarily of hosting costs, data costs, third-party service fees, production costs from contracts in which we act as the principal, 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. Certain costs are relatively fixed in nature and do not necessarily fluctuate directly with the level of revenue in a given period. 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

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.

Current wording

Other (Expense) Income, Net. Other (Expense) Income, 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

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.

Current wording

Technology and development expense increased $5.6 million, or 52.4%, to $16.4 million for the three months ended June 30, 2026, compared to $10.7 million for the three months ended June 30, 2025. The increase was primarily due to an increase in personnel costs of $4.3 million attributable to increased headcount to maintain and support further development of our platform. Technology and development headcount increased by 13% between the periods in comparison as we continued to grow our engineering team to support the growth of our product. The remaining $1.0 million increase was driven by investment in incremental tools to support the development of our platform.

Previous 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.

Current wording

Other expense, net primarily consists of fair value adjustments on our warrants, embedded derivatives, convertible debt and contingent liabilities, as well as a loss on the extinguishment of debt. Other expense, net decreased by $28.7 million for the three months ended June 30, 2026, from $28.7 million for the three months ended June 30, 2025. We recognized a $26.4 million loss during the three months ended June 30, 2025 on the extinguishment of the convertible notes, when they were modified on April 1, 2025. In addition, during the three months ended June 30, 2025, we recognized $4.4 million in losses due to fair value adjustments of our convertible notes carried at fair value, $5.0 million in losses due to the increase in fair value of contingent liabilities, and $0.7 million in losses due to the increase in fair value of our common stock warrants. This was offset by a $7.8 million decrease in the fair value of the Series D Warrants, which were marked to fair value immediately prior to extinguishment upon our IPO on May 23, 2025.

Previous 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.

Current wording

Income tax provision increased by $0.5 million to $2.4 million during the three months ended June 30, 2026, compared to $2.0 million for the three months ended June 30, 2025 due to 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

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.

Current wording

Revenue increased $23.2 million, or 17.5%, to $156.2 million for the six months ended June 30, 2026, compared to $133.0 million for the six months ended June 30, 2025. The increase was due primarily to an increase of $29.2 million in revenue generated from PTV and $1.7 million in revenue recognized during the six months ended June 30, 2026 related to the expiration of unused creative credits associated with amended contracts in the period. Active PTV customers increased 27% between the periods in comparison. 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 $4.2 million and $2.0 million, respectively, primarily due to the divestiture of Maximum Effort Marketing on April 1, 2025.

Previous 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.

Current wording

Cost of revenues decreased $5.8 million, or 16.3%, to $29.9 million for the six months ended June 30, 2026, compared to $35.7 million for the six months ended June 30, 2025. The decrease was primarily due to a $3.5 million decrease in personnel costs driven by a 43% decrease in headcount between the periods in comparison due to the divestiture of Maximum Effort Marketing on April 1, 2025 as well as the strategic restructuring plan. Additionally, hosting expense decreased by $2.7 million primarily due to changes in vendors coupled with a decrease in platform fees of $1.3 million. Offsetting these decreases was a $1.9 million increase in amortization for internal use software due to increased disposals of obsolete internal use software in the current period as well as increased additions to capitalized software as we continued to improve our technology.

Previous 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.

Current wording

Sales and marketing expense increased $6.3 million, or 13.7%, to $52.3 million for the six months ended June 30, 2026, compared to $46.0 million for the six months ended June 30, 2025. This was primarily due an increase in stock-based compensation of $3.0 million mainly driven by a marketing services agreement entered into during the period with a contractor, an increase in partnership commissions of $1.7 million, increased third party marketing spend of $1.3 million in order to drive customer and revenue growth, increased brand marketing spend of $0.8 million, and a $1.1 million increase in SaaS tools to support the growth of the business. Partially offsetting these increases was a decrease in personnel costs of $0.9 million driven by a decrease in average headcount of 2% period over period, a decline in sponsorships of $0.9 million and lower business development costs of $0.4 million.

Previous 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.

Current wording

General and administrative expense decreased $8.5 million, or 25.4%, to $25.1 million for the six months ended June 30, 2026, compared to $33.6 million for the six months ended June 30, 2025. The decrease was primarily driven by a $12.3 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 six months ended June 30, 2025. Additionally, transaction costs decreased by $0.9 million due to costs incurred during the six months ended June 30, 2025 related to the divestiture of Maximum Effort Marketing. These decreases were partially offset by increases of $2.1 million in legal fees primarily related to ongoing litigation, $0.5 million in professional fees and $0.5 million in insurance costs. In addition, uncollectible accounts expense increased by $0.3 million and credit card merchant fees increased by $0.4 million.

Previous 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.

Current wording

Interest income (expense), net changed favorably by $4.4 million, or 977.6%, to interest income of $3.9 million for the six months ended June 30, 2026, compared to interest expense of $0.4 million for the six months ended June 30, 2025. The favorable change was primarily due to a decrease in interest expense on the Convertible Notes of $2.1 million which were settled on May 23, 2025, resulting in no interest expense for the six months ended June 30, 2026. Additionally, interest income increased $2.3 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

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.

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, borrowings under our Revolving Credit Facility and other indebtedness. We have historically incurred losses from operations and have an accumulated deficit of $245.6 million as of June 30, 2026. As of June 30, 2026, we had cash and cash equivalents of $237.3 million, no borrowings outstanding under our Revolving Credit Facility and up to $48.5 million of borrowing capacity available thereunder.

Previous 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.

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 June 30, 2026 and December 31, 2025, we had no outstanding borrowings under the Revolving Credit Facility and up to $48.5 million of borrowings available.

Previous wording

Net cash provided by operating activities was $7.1 million for the three months ended March 31, 2026, as compared to $2.0 million for the three months ended March 31, 2025. The increase in cash provided of $5.1 million was primarily due to a $17.3 million increase in operating income partially offset by a decrease in stock-based compensation of $10.2 million.

Current wording

Net cash provided by operating activities was $34.0 million for the six months ended June 30, 2026, as compared to $17.6 million for the six months ended June 30, 2025. The increase in cash provided of $16.4 million was primarily due to a $20.7 million increase in operating income partially offset by a decrease in stock-based compensation of $9.1 million.

Previous 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.

Current wording

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

Net cash used in investing activities was $3.4 million for the three months ended March 31, 2026, as compared to $3.0 million for the three months ended March 31, 2025. The increase was due to an increase in costs capitalized for internal use software during the three months ended March 31, 2026.

Current wording

Net cash used in investing activities was $7.0 million for the six months ended June 30, 2026, as compared to $15.8 million for the six months ended June 30, 2025. The decrease in cash used was due to the issuance of $9.6 million in notes receivable during the six months ended June 20, 2025, partially offset by an $0.8 million increase in costs capitalized for internal use software during the six months ended June 30, 2026.

Previous wording

During the three months ended March 31, 2026 and 2025, net cash provided by financing activities consisted of activity related to stock-based compensation plans. Net cash provided by financing activities was $0.1 million for the three months ended March 31, 2026 compared to $0.7 million for the three months ended March 31, 2025. The decrease of $0.6 million was due to fewer exercises of employee stock options.

Current wording

During the six months ended June 30, 2026 and 2025, net cash provided by financing activities consisted of activity related to stock-based compensation plans and proceeds from the IPO, offset by payments of IPO costs, settlement of convertible debt and the repurchase of common stock.

Previous wording

The determination as to whether revenue should be reported gross of amounts billed to customers (gross basis) or net of payments to suppliers (net basis) requires significant judgment and is based on our assessment of whether we are acting as the principal or an agent in the transaction. We have determined that we do not act as the principal in the purchase and sale of digital advertising inventory because we do not control the advertising inventory and we do not set the price which is the result of an auction within the marketplace. Based on these and other factors, we report revenue from the sale of advertising inventory on our platform on a net basis. We have also determined that we do not act as the principal in our production activities because our role as a facilitator does not give us complete control over the specified goods, are not primarily responsible for the performance of third-party services, cannot redirect those services to fulfill other contracts, do not carry inventory risk, and do not set the price of third-party services used in the production activities. Therefore, we also report revenue from our production activities on a net basis.

Current wording

The determination as to whether revenue should be reported gross of amounts billed to customers (gross basis) or net of payments to suppliers (net basis) requires significant judgment and is based on our assessment of whether we are acting as the principal or an agent in the transaction. We have determined that we do not act as the principal in the purchase and sale of digital advertising inventory because we do not control the advertising inventory and we do not set the price which is the result of an auction within the marketplace. Based on these and other factors, we report revenue from the sale of advertising inventory on our platform on a net basis, which represents gross billings net of amounts we pay suppliers for the cost of advertising inventory and net of consideration we pay to certain advertising agencies that meet the definition of customers under ASC 606. For our ad production activities where we have control over the specified good, are primarily responsible for the performance of third-party services, can redirect those services to fulfill other contracts, carry inventory risk, and set the price of services used in the production activities, we report revenue from those transactions on a gross basis. For the ad production activities where we facilitate and therefore do not have complete control over the specified goods, are not primarily responsible for the performance of third-party services, cannot redirect those services to fulfill other contracts, do not carry inventory risk, and do not set the price of third-party services used in the production activities, we report revenue from those transactions on a net basis.

Previous wording

We bill our customers on a gross basis, inclusive of the cost of procuring the advertising inventory. We report revenue on a net basis which represents gross billings net of amounts we pay suppliers for the cost of advertising inventory and net of consideration we pay to certain advertising agencies that meet the definition of customers under ASC 606. Our accounts receivable are recorded at the amount of gross billings to customers, net of allowance, for the amounts we are responsible to collect, and our accounts payable are recorded at the amounts payable to suppliers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis.

Current wording

Our accounts receivable are recorded at the amount of gross billings to customers, net of allowance, for the amounts we are responsible to collect, and our accounts payable are recorded at the amounts payable to suppliers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis.