MNTN, Inc.

Previous 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.

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 continued 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. 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

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

Over the last several years, we made significant investments in our long-term growth. We invested in technology, development and operations to enhance platform features in our infrastructure, including our information technology, financial and administrative systems and controls, to support our operations, and in sales and marketing to acquire new customers and grow usage by existing customers. We believe the initial benefits of these investments were realized in our 2024 and 2025 financial results. We plan to continue to invest in the long-term growth of the Company, including development of cutting-edge technology, as well as continued investment in customer acquisition and customer growth. Given the operating leverage in our business and the investments that we have made, we expect to continue to improve our Adjusted EBITDA margin in the long term as our revenue continues to scale.

Current wording

Over the last several years, we made significant investments in our long-term growth. We invested in technology, development and operations to enhance platform features in our infrastructure, including our information technology, financial and administrative systems and controls, to support our operations, and in sales and marketing to acquire new customers and grow usage by existing customers. We believe the initial benefits of these investments were realized in our financial results to date. We plan to continue to invest in the long-term growth of the Company, including development of cutting-edge technology, as well as continued investment in customer acquisition and customer growth. Given the operating leverage in our business and the investments that we have made, we expect to continue to improve our Adjusted EBITDA margin in the long term as our revenue continues to scale.

Previous 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.

Current wording

Since 2019, our PTV Customers increased from 142 to 4,373 in the twelve months ended September 30, 2026. Our PTV Customers increased 31.9% in the twelve months ended September 30, 2026 from the twelve months ended September 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 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.

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 income (loss) adjusted to exclude depreciation and amortization expense, interest income, net and income tax provision. Adjusted EBITDA is defined as EBITDAas 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 and regulatory settlements and reserves, 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

Due to these limitations, Adjusted EBITDA and Adjusted EBITDA margin should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA and Adjusted EBITDA margin includes adjustments for items that we believe are not indicative of our core operating performance. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period-to-period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results between periods and with the operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations. Nevertheless, because of the limitations described above, management does not view Adjusted EBITDA and Adjusted EBITDA margin in isolation and also uses other measures, such as revenue, operating loss and net loss, to measure operating performance.

Current wording

Due to these limitations, Adjusted EBITDA and Adjusted EBITDA margin should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using these non-GAAP measures only supplementally. As noted in the table below, Adjusted EBITDA and Adjusted EBITDA margin includes adjustments for items that we believe are not indicative of our core operating performance. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period-to-period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results between periods and with the operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations. Nevertheless, because of the limitations described above, management does not view Adjusted EBITDA and Adjusted EBITDA margin in isolation and also uses other measures, such as revenue, operating income andnet income (loss), to measure operating performance.

Previous wording

We focus our new customer acquisition primarily on SMB companies that currently engage in performance marketing through paid search and social channels, many of whom have never advertised on TV before, as well as existing TV marketers seeking greater targeting, attribution and reporting capabilities. We also leverage relationships with agencies and other partners to bring additional marketers onto the platform. We gain new customers primarily through our direct sales and marketing efforts. The majority of our new customers come to MNTN through inbound leads. Our ability to add new customers is dependent upon our ability to reach and message future customers through our PTV platform. Our ability to add new customers is also dependent upon our ability to optimize our sales process. These efforts have led to significant growth of our PTV Customers. We believe we have significant growth opportunity as we continue to expand our overall SMB footprint, including small businesses. We are continuously focusing on driving innovation to improve the performance of our platform, the customer experience, and their success on our platform to drive increased spend.

Current wording

We focus our new customer acquisition primarily on SMB companies that currently engage in performance marketing through paid search and social channels, many of whom have never advertised on TV before, as well as existing TV marketers seeking greater targeting, attribution and reporting capabilities. We also leverage relationships with agencies and other partners to bring additional marketers onto the platform. We gain new customers primarily through our direct sales and marketing efforts. Our ability to add new customers is dependent upon our ability to reach and message future customers through our PTV platform. Our ability to add new customers is also dependent upon our ability to optimize our sales process. These efforts have led to significant growth of our PTV Customers. We believe we have significant growth opportunity as we continue to expand our overall SMB footprint, including small businesses. We are continuously focusing on driving innovation to improve the performance of our platform, the customer experience, and their success on our platform to drive increased spend.

Previous 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.

Current wording

As of September 30, 2026, we had 471 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 sales and marketing and general and administrative expenses to support our growth. Our headcount may increase through direct hires or through acquisitions of companies or teams.

Previous wording

Interest Income (Expense), Net. Interest expense is incurred on any borrowings on our Revolving Credit Facility, and prior to the IPO, on the outstanding borrowings on our 2023 Convertible Notes. We earn interest income earned on our cash and cash equivalents and short-term notes receivable.

Current wording

Interest Income, Net. Interest expense is incurred on any borrowings on our Revolving Credit Facility, and prior to the IPO, on the outstanding borrowings on our 2023 Convertible Notes. We earn interest income on our cash and cash equivalents, notes receivable, and partial recourse promissory notes as they are repaid.

Previous wording

Revenue increased $14.1 million, or 20.6%, to $82.5 million for the three months ended June 30, 2026, compared to $68.5 million for the three months ended June 30, 2025. The increase was due primarily to an increase of $14.2 million in revenue generated from PTV. Active PTV customers increased 24% 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.

Current wording

Revenue increased $10.2 million, or 14.6%, to $80.3 million for the three months ended September 30, 2026, compared to $70.0 million for the three months ended September 30, 2025. The increase was due primarily to an increase of $10.3 million in revenue generated from PTV. Active PTV customers increased 12% between the periods in comparison, with average revenue per customer remaining relatively flat period over period. Included within the increase in PTV revenue was a decrease in commissions paid to certain agencies and a decrease in creative costs, as we changed the nature of certain relationships during the year.

Previous wording

Cost of revenues increased $0.3 million, or 2.2%, to $16.2 million for the three months ended June 30, 2026, compared to $15.9 million for the three months ended June 30, 2025. The increase was primarily due to a $1.2 million increase in amortization for internal use software during the period due to disposals of obsolete software. Offsetting this increase was a decrease in platform fees of $0.6 million and a decrease in personnel costs of $0.4 million driven by a 38% decrease in headcount between the periods in comparison as a result of the strategic restructuring plan.

Current wording

Cost of revenues increased $2.2 million, or 14.9%, to $17.0 million for the three months ended September 30, 2026, compared to $14.8 million for the three months ended September 30, 2025. The increase was primarily due to a $1.4 million increase in hosting fees, a $0.6 million increase in database fees, and an increase of $0.6 million in amortization for internal use software. In addition, production expenses associated with contracts in which we act as the principal in the transaction increased by $1.1 million between the periods in comparison. Offsetting these increases were decreases in personnel costs of $0.6 million driven by a 38% decrease in headcount between the periods in comparison as a result of the strategic restructuring plan, platform fees of $0.4 million, and data processing fees of $0.2 million.

Previous 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.

Current wording

Technology and development expense increased $3.7 million, or 27.3%, to $17.5 million for the three months ended September 30, 2026, compared to $13.7 million for the three months ended September 30, 2025. The increase was primarily due to an increase in personnel costs of $2.7 million attributable to increased headcount to maintain and support further development of our platform. Technology and development headcount increased by 4% between the periods in comparison as we continued to grow our engineering team to support the growth of our product. The remaining increase was driven by investment in incremental tools to support the development of our platform.

Previous wording

Sales and marketing expense increased $4.2 million, or 17.5%, to $28.6 million for the three months ended June 30, 2026, compared to $24.3 million for the three months ended June 30, 2025. This was primarily due to an increase in stock-based compensation of $3.4 million driven by a marketing services agreement entered into during the period with a contractor, an increase in partnership commissions of $1.2 million and a $0.5 million increase in SaaS tools to support the growth of the business. These increases were partially offset by a decrease in marketing spend of $1.3 million.

Current wording

Sales and marketing expense increased $2.5 million, or 11.5%, to $23.8 million for the three months ended September 30, 2026, compared to $21.4 million for the three months ended September 30, 2025. This was primarily due to an increase in stock-based compensation of $2.0 million driven by a marketing services agreement entered into during the year with a contractor and an increase in partnership commissions of $2.0 million. These increases were partially offset by a decrease in marketing spend of $0.8 million and a decrease in personnel costs of $0.8 million due to headcount decreasing by 9% between the periods in comparison.

Previous wording

General and administrative expense increased $0.5 million, or 3.5%, to $13.6 million for the three months ended June 30, 2026, compared to $13.1 million for the three months ended June 30, 2025. The increase was primarily driven by increases of $1.0 million in legal fees, $0.9 million in payroll and related expenses due to a 10% increase in headcount, $0.4 million in provision for bad debts, $0.2 million in professional fees and $0.2 million in insurance costs. These increases were partially offset by a $2.5 million decrease in stock-based compensation due to the full vesting of options granted in 2021.

Current wording

General and administrative expense increased $0.6 million, or 5.0%, to $12.6 million for the three months ended September 30, 2026, compared to $12.0 million for the three months ended September 30, 2025. The increase was primarily driven by an increase of $1.8 million in legal fees and $0.7 million recognized as a sales tax contingency accrual. These increases were partially offset by a $1.1 million decrease in stock-based compensation due to the full vesting of options granted in 2021 and a decrease in bonus expense of $1.2 million related to current year performance-based cash bonuses.

Previous wording

Amortization of acquired intangibles remained flat at $0.7 million for both the three months ended June 30, 2026 and June 30, 2025 as there were no changes to acquired intangibles quarter-over-quarter.

Current wording

Amortization of acquired intangibles remained flat at $0.7 million for both the three months ended September 30, 2026 and September 30, 2025 as there were no changes to acquired intangibles period over period.

Previous wording

Interest income, net increased by $1.3 million, or 189.0%, to $2.0 million for the three months ended June 30, 2026, compared to $0.7 million for the three months ended June 30, 2025 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, net increased by $0.7 million, or 32.7%, to $2.6 million for the three months ended September 30, 2026, compared to $2.0 million for the three months ended September 30, 2025 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, 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.

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. During the three months ended September 30, 2025, we recognized a $3.2 million loss due to the increase in fair value of our common stock warrants, partially offset by a $2.0 million gain due to the decrease in fair value of contingent liabilities.

Previous 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.

Current wording

Income tax provision increased by $1.8 million to $3.7 million during the three months ended September 30, 2026, compared to $1.9 million for the three months ended September 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

Results of Operations for the Six Months Ended June 30, 2026, Compared with the Six Months Ended June 30, 2025

Current wording

Results of Operations for the Nine Months Ended September 30, 2026, Compared with the Nine Months Ended September 30, 2025

Previous 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.

Current wording

Revenue increased $33.5 million, or 16.5%, to $236.5 million for the nine months ended September 30, 2026, compared to $203.0 million for the nine months ended September 30, 2025. The increase was due primarily to an increase of $39.6 million in revenue generated from PTV. Active PTV customers increased 23% between the periods in comparison while average revenue per customer remained relatively flat. Included within the increase in revenue from PTV was $1.7 million in revenue recognized during the nine months ended September 30, 2026 related to the expiration of unused creative credits associated with amended contracts in the period. Also included within the increase in PTV revenue was a decrease in commissions paid to certain agencies and a decrease in certain creative costs due to a change in the nature of the relationship. Offsetting the increase in PTV revenue were decreases in creative and production revenues of $4.3 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 $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.

Current wording

Cost of revenues decreased $3.6 million, or 7.2%, to $46.9 million for the nine months ended September 30, 2026, compared to $50.5 million for the nine months ended September 30, 2025. The decrease was primarily due to a $4.1 million decrease in personnel costs driven by a 42% 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 $1.3 million primarily due to changes in vendors coupled with a decrease in platform fees of $1.6 million. Offsetting these decreases was a $2.5 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 and a $1.4 million increase in production expenses associated with contracts in which we act as the principal in the transaction.

Previous wording

Technology and development expense increased $10.6 million, or 52.2%, to $31.0 million for the six months ended June 30, 2026, compared to $20.3 million for the six months ended June 30, 2025. The increase was primarily due to an increase in personnel costs of $8.5 million attributable to increased headcount to maintain and support further development of our platform. Technology and development headcount increased by 18% between the periods in comparison as we continued to grow our engineering team to support the growth of our product. The remaining $1.6 million increase was driven by investment in incremental tools to support the development of our platform.

Current wording

Technology and development expense increased $14.4 million, or 42.2%, to $48.4 million for the nine months ended September 30, 2026, compared to $34.1 million for the nine months ended September 30, 2025. The increase was primarily due to an increase in personnel costs of $11.2 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. Additionally, investment in incremental tools to support the development of our platform increased by $2.4 million.

Previous 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.

Current wording

Sales and marketing expense increased $8.7 million, or 13.0%, to $76.1 million for the nine months ended September 30, 2026, compared to $67.3 million for the nine months ended September 30, 2025. This was primarily due to an increase in stock-based compensation of $5.0 million mainly driven by a marketing services agreement entered into during the period with a contractor, an increase in partnership commissions of $3.7 million, generative AI costs associated with creative offerings to drive new business of $1.1 million, 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 $1.0 million driven by a decrease in average headcount of 4% period over period, a decline in sponsorships of $1.4 million, lower events and trade show costs of $0.4 million and video production costs of $0.4 million.

Previous 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.

Current wording

General and administrative expense decreased $7.9 million, or 17.4%, to $37.7 million for the nine months ended September 30, 2026, compared to $45.6 million for the nine months ended September 30, 2025. The decrease was primarily driven by a $13.5 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 nine months ended September 30, 2025. These decreases were partially offset by increases of $2.9 million in legal fees primarily related to ongoing litigation, $0.7 million recognized as a sales tax contingency accrual, $0.6 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 $0.6 million.

Previous wording

Amortization of acquired intangibles remained flat at $1.3 million for both the six months ended June 30, 2026 and June 30, 2025 as there were no changes to acquired intangibles quarter-over-quarter.

Current wording

Amortization of acquired intangibles remained flat at $2.0 million for both the nine months ended September 30, 2026 and September 30, 2025 as there were no changes to acquired intangibles quarter-over-quarter.

Previous 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.

Current wording

Interest income, net increased by $5.0 million, or 325.3%, to $6.6 million for the nine months ended September 30, 2026, compared to $1.5 million for the nine months ended September 30, 2025. The increase was primarily due to a $2.9 million increase in interest income due to a higher interest bearing cash balance, which increased as a result of the IPO proceeds and increase in operating cash. Additionally, the prior period included $2.0 million of interest expense relating to the Convertible Notes which were settled on May 23, 2025, resulting in no interest expense for the nine months ended September 30, 2026.

Previous wording

Other income (expense), net primarily consists of fair value adjustments on our warrants, embedded derivatives, convertible debt and contingent liabilities, and a loss on extinguishment of debt. Other expense, net increased by $45.4 million to $0.2 million for the six months ended June 30, 2026, compared to $45.2 million for the six months ended June 30, 2025. We recognized $0.2 million in income during the six months ended June 30, 2026, due to the decrease in fair value of contingent liabilities. During the six months ended June 30, 2025, we recognized $16.6 million in losses due to fair value adjustments of our embedded derivative liabilities, $5.0 million in losses due to the increase in fair value of our contingent liabilities, $4.4 million due to losses due to the increase in fair value of our convertible notes, and $0.7 million in losses due to the increase in fair value of our common stock warrants. This was offset by a $7.9 million decrease in the fair value of the Series D Warrants, which were marked to fair value immediately prior to extinguishment upon the IPO. Additionally, we recognized a $26.4 million loss on the extinguishment of the Convertible Notes when they were modified on April 1, 2025.

Current wording

Other income (expense), net primarily consists of fair value adjustments on our warrants, embedded derivatives, convertible debt and contingent liabilities, and a loss on extinguishment of debt. Other income (expense), net changed by $46.5 million to other income, net of $0.2 million for the nine months ended September 30, 2026, compared to other expense, net $46.3 million for the nine months ended September 30, 2025. We recognized $0.2 million in income during the nine months ended September 30, 2026, due to the decrease in fair value of contingent liabilities. During the nine months ended September 30, 2025, we recognized $16.6 million in losses due to fair value adjustments of our embedded derivative liabilities, $2.9 million in losses due to the increase in fair value of our contingent liabilities, $4.4 million due to losses due to the increase in fair value of our convertible notes, and $3.9 million in losses due to the increase in fair value of our common stock warrants. This was offset by a $7.9 million decrease in the fair value of the Series D Warrants, which were marked to fair value immediately prior to extinguishment upon the IPO. Additionally, we recognized a $26.4 million loss on the extinguishment of the Convertible Notes when they were modified on April 1, 2025.

Previous wording

Income tax expense was $5.3 million for the six months ended June 30, 2026, compared to an income tax benefit of $2.3 million for the six months ended June 30, 2025. The change was due to the pre-tax loss generated during the six months ended June 30, 2025, which generated income tax benefit, compared to pre-tax income generated during the six months ended June 30, 2026, which generated income tax expense. The annual effective tax rate has increased in the current period as a result of projected taxable income, primarily driven by an increase in full-year projected pre-tax book income and estimated non-deductible officers’ compensation.

Current wording

Income tax expense was $9.0 million for the nine months ended September 30, 2026, compared to an income tax benefit of $0.4 million for the nine months ended September 30, 2025. The change was due to the pre-tax loss generated during the nine months ended September 30, 2025, which generated income tax benefit, compared to pre-tax income generated during the nine months ended September 30, 2026, which generated income tax expense. The annual effective tax rate has increased in the current period as a result of projected taxable income, primarily driven by an increase in full-year projected pre-tax book income and estimated non-deductible officers’ compensation.

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, 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.

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 an accumulated deficit of $238.0 million as of September 30, 2026. As of September 30, 2026, we had cash and cash equivalents of $252.3 million, no borrowings outstanding under our Revolving Credit Facility and up to $44.9 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 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.

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, stock repurchasing activity 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 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.

Current wording

On August 7, 2026, 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, 2026 and December 31, 2025, we had no outstanding borrowings under the Revolving Credit Facility and up to $44.9 million of borrowings available.

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 $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.

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, other than repurchases of our publicly traded capital stock not to exceed $100.0 million through August 31, 2027, 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

In August 2026, our board of directors authorized a stock repurchase program of up to $100.0 million shares of the Company’s Class A common stock through August 5, 2027. Repurchases may be made at management’s discretion in the open market pursuant to one or more trading plans adopted in accordance with Rule 10b5-1 and in compliance with Rule 10b-18. The timing and amount will depend on market conditions, price and liquidity, applicable legal requirements, available capital, and other considerations. The stock repurchase program does not obligate us to repurchase any minimum number or dollar amount of Class A common stock and may be modified, suspended, or discontinued at any time.

Current wording

In August 2026, our board of directors authorized a stock repurchase program of up to $100.0 million shares of the Company’s Class A common stock through August 5, 2027. Repurchases may be made at management’s discretion in the open market pursuant to one or more trading plans adopted in accordance with Rule 10b5-1 and in compliance with Rule 10b-18. The timing and amount will depend on market conditions, price and liquidity, applicable legal requirements, available capital, and other considerations. The stock repurchase program does not obligate the Company to repurchase any minimum number or dollar amount of Class A common stock and may be modified, suspended, or discontinued at any time. As of September 30, 2026, there is $100.0 million remaining under this program.

Previous 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.

Current wording

Net cash provided by operating activities was $43.5 million for the nine months ended September 30, 2026, as compared to $26.9 million for the nine months ended September 30, 2025. The increase in cash provided of $16.6 million was primarily due to a $64.1 million increase in net income (loss) partially offset by decreases in stock-based compensation of $8.3 million, changes in fair value of financial liabilities of $20.1 million, $26.4 million related to loss on extinguishment of convertible debt during the nine months ended September 30, 2025, a $4.5 million change in deferred taxes and $1.6 million related to changes in operating assets and liabilities.

Previous 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.

Current wording

Net cash used in investing activities was $9.4 million for the nine months ended September 30, 2026, as compared to $18.8 million for the nine months ended September 30, 2025. The decrease in cash used was due to the issuance of $9.6 million in notes receivable during the nine months ended September 30, 2025, partially offset by an $0.2 million increase in costs capitalized for internal use software during the nine months ended September 30, 2026.

Previous 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.

Current wording

During the nine months ended September 30, 2026 and 2025, net cash provided by financing activities consisted of activity related to stock-based compensation plans, proceeds from the repayment of a partial recourse promissory note, and proceeds from the IPO, offset by payments of IPO costs, settlement of convertible debt and the repurchase of common stock.

Previous wording

Net cash provided by financing activities was $0.1 million for the six months ended June 30, 2026 compared to $90.8 million for the six months ended June 30, 2025. The decrease of $90.7 million was primarily due to $125.3 million of proceeds from the IPO, partially offset by $24.0 million of payments on the settlement of the Convertible Notes and $10.0 million for the repurchase of Class A common stock for the settlement of the Convertible Notes and $2.1 million of payments on initial public offering costs during the six months ended June 30, 2025.

Current wording

Net cash provided by financing activities was $8.0 million for the nine months ended September 30, 2026 compared to $88.5 million for the nine months ended September 30, 2025. The decrease of $80.5 million was primarily due to $125.3 million of proceeds from the IPO, partially offset by $24.0 million of payments on the settlement of the Convertible Notes, $10.0 million for the repurchase of Class A common stock for the settlement of the Convertible Notes and $5.4 million of payments on initial public offering costs during the nine months ended September 30, 2025. In addition, the Company received $1.2 million from the issuance of common stock under the ESPP and $6.6 million from the repayment of a partial recourse promissory note during the nine months ended September 30, 2026.