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IZEA 10-K & 10-Q changes, risk factors and insider trading

IZEA Worldwide, Inc. · Nasdaq · Services-Advertising · CIK 1495231 · All filings on SEC.gov

Everything below is quoted or computed from IZEA Worldwide, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

18 / 8risk-factor paragraphs added / removed in latest 10-K
2new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-17 (period ending 2025-12-31) with 10-K filed 2025-03-27 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

18new paragraphs
8removed paragraphs
14reworded paragraphs
11,143 → 12,015words in section

New heading “Our business depends on third-party tracking mechanisms in order to measure the performance of sponsored content and influencer campaigns. To the extent that the industry shifts away from third-party tracking mechanisms, our business could be adversely affected.”

New heading “Our use of AI in our solutions may expose us to heightened cybersecurity risks, regulatory uncertainty and potential liability that could adversely affect our business.”

Removed heading “Our Flex and Marketplace platforms may not achieve sufficient market acceptance to be commercially viable for open marketplace or SaaS services.”

Removed heading “The transition in certain of our leadership positions will be critical to our success, and our business could be negatively impacted if we do not successfully manage these transitions.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: investigation, litigation, penalt, breach
“We have made certain public statements about our privacy practices concerning collecting, using, and disclosing creators’ personal information on our websites and platforms. Several Internet companies have incurred penalties for failing to abide by the representations made in their public-facing privacy notices. In addition, the United States state privacy law landscape has expanded significantly and continues to evolve at a pace that creates uncertainty and compliance complexity. …”
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Reworded topics: sanction, breach, russia

Paragraph as it now reads, with added and removed wording marked:

In lightaddition, heightened geopolitical tensions have increased the risk of thecyber dramaticthreats sanctionsfrom imposedboth againststate-sponsored Russia,and non-state actors. Government agencies, including the U.S. Cybersecurity and Infrastructure Security Agency (“CISA”), warnedcontinue to warn of theelevated riskcyber ofrisks Russian cyber-attacks onto U.S. networkscompanies and critical infrastructure. WhileAlthough we do not thinkbelieve we are a likelyspecific targettarget, ofthe aoverall cyber-attack,threat environment has intensified, and we must beremain diligentvigilant in ourmaintaining ITstrong information security controls and protectprotecting our systems and data, including the information of our company’s,employees, employee’s, vendor’s,vendors, and customers'customers. data.A Ifsuccessful wecyber-attack, dodata fallbreach, victimor toother suchsecurity an attack, itincident could disrupt our operations, result in financial loss, damage our reputation, and have an adverse effect on our businessbusiness, financial condition, and results of operations.
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New text topics: ai
“Our use of AI in our solutions may expose us to heightened cybersecurity risks, regulatory uncertainty and potential liability that could adversely affect our business.”
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Reworded topics: penalt, breach

Paragraph as it now reads, with added and removed wording marked:

We have made certain public statements about our privacy practices concerning collecting, using, and disclosing creators’ personal information on our websites and platforms. Several Internet companies have incurred penalties for failing to abide by the representations made in their public-facing privacy notices. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our public-facing privacy notices, FTC requirements or orders, or other federal, state, or international privacy or consumer protection-related laws, regulations, or industry self-regulatory principles could result in claims, proceedings, or actions against us by governmental or other entities or the incurring by us of other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or our privacy policies and practices could result in losing creators or marketers and adversely affect our business. Federal, state, and international governmental authorities continue to evaluate the privacy implications of targeted advertising, such as cookies and other tracking technology. The regulation of these cookies and other current online advertising practices could adversely affect our business.
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Reworded topics: sanction, israel

Paragraph as it now reads, with added and removed wording marked:

Geopolitical crisesinstability raisecontinues ato hostcreate of potential threatsuncertainty and risk factorsfor toglobal consider,economic evenconditions thoughand business operations. While we do not conduct business directly in Ukraine or Russia and only conduct limited business connected to Israel.the GeopoliticalMiddle instabilityEast, ongoing conflicts and broader geopolitical tensions may leadresult toin sanctionssanctions, broughttrade againstrestrictions, aggressorsupply countrieschain that will impact the import, export, sale,disruptions, and supplyincreased ofregulatory goodscomplexity and services withaffecting companies locatedoperating in the U.S.United States and otherinternationally. regions.These Manydevelopments companiesmay have ceased all operations in certain warring countries, with near- and short-term losses expected in the millions. This will have a negativeadversely impact on the global economyeconomic and affect economicconditions and capital markets. A downturnsustained ineconomic the economyslowdown could drivelead our customers to reduce or delay marketing spend, cancel or reducescale back existing bookings, and otherwise limit discretionary expenditures, which willcould resultnegatively inaffect aour reductionrevenue inand revenue.operating results.
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New text topics: cyberattack, ai
“From a cybersecurity perspective, the proliferation of AI tools has materially expanded the sophistication and scale of cyberattacks. AI-enabled techniques are increasingly used to generate phishing communications, social engineering attacks, and credential-theft schemes that are harder to detect than prior methods. Our systems and those of our third-party vendors and platform partners may be targeted by such AI-enabled attacks, and our existing security controls may not be sufficient to detect or contain them. …”
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Full comparison: every changed paragraph (40)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

You should carefully consider the factors discussed under this item regarding the numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks occur, our business, financial condition, or results of operation may be materially and adversely affected. In such a case, the trading price of our common stock could decline, and investors could lose all or part of their investment. These risk factors may not identify all risks that we face, and our operations could also be affected by factors that are not presently known to us or that we currently consider immaterial to our operations. These risk factors reflect the Company’s beliefs and opinions as to factors that could materially and adversely affect the Company and its securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future.

Added

We have incurred significant net losses and negative cash flow from operations for most periods since our inception, resulting in an accumulated deficit of $104.3 million as of December 31, 2025. For the year ended December 31, 2025, we reported a comprehensive loss of $116,641, which includes $42,326 of income from operations. We have not achieved annual profitability and cannot be certain that we will be able to generate sufficient revenue to do so in the future. Even if we achieve profitability, we may not be able to sustain it.

Added

As a result, we may need to raise additional capital through new financings. This could include equity offerings, such as additional issuances of common stock under our “at the market offering” program, which may dilute existing stockholders, or debt financing, which could restrict our ability to borrow from other sources. Any securities we issue may have rights, preferences, or privileges senior to those of our current stockholders.

Added

There can be no assurance that additional funds will be available on terms acceptable to us, or at all. If we are unable to obtain adequate funding, we may need to curtail or reduce our operations or sell or dispose of certain rights or assets. A failure to raise sufficient funds on commercially reasonable terms could ultimately result in our business failing and liquidating with little or no return to investors.

Removed

We have incurred significant net losses and negative cash flow from operations for most periods since our inception, which has resulted in a total accumulated deficit of $104.3 million as of December 31, 2024. For the twelve months ended December 31, 2024, we had a comprehensive loss of $18.7 million, including a $19.5 million loss from operations. We have not achieved profitability and cannot be certain that we will be able to realize sufficient revenue to achieve profitability. If we achieve profitability, we may not be able to sustain it. Therefore, we may need to raise capital through new financings, which could include equity financing, such as additional issuances of common stock under our “at the market offering” program, which may be dilutive to stockholders, or debt financing, which would likely restrict our ability to borrow from other sources. In addition, securities we issue may contain rights, preferences, or privileges senior to those of the rights of our current stockholders. There can be no assurance that additional funds will be available on terms attractive to us or at all. If adequate funds are unavailable, we may be required to curtail or reduce our operations or be forced to sell or dispose of our rights or assets. An inability to raise adequate funds on commercially reasonable terms would have a material adverse effect on our business, results of operation, and financial condition, including the possibility that a lack of funds could cause our business to fail and liquidate with little or no return to investors.

Reworded

A few of our customers account for a significant portion of our gross billingsrevenue and accounts receivable, and the loss of, or reduced purchases from, these or other customers could have a material adverse effect on our operating results.

Added

A significant portion of our revenue and accounts is concentrated among a small number of customers. During the year ended December 31, 2025, two customers each accounted for more than 10% of our gross revenue, and two customers each accounted for more than 10% of total accounts receivable. During the year ended December 31, 2024, two customers each accounted for more than 10% of gross revenue, and two customers each accounted for more than 10% of accounts receivable.

Added

This concentration makes us dependent on the continued business of these customers. If demand for our services from these customers increases, our results may be positively impacted; however, if their demand decreases or they cease doing business with us, our operating results could be adversely affected. In addition, we typically do not enter into contracts with terms longer than one year, which allows most customers to reduce or discontinue their purchases from us on relatively short notice.

Added

The loss of one or more of these significant customers, or our inability to replace the associated revenue with new customer relationships, could have a material adverse effect on our business, financial condition, and results of operations.

Removed

A significant portion of our gross billings and accounts receivable are attributable to a small number of customers. During the twelve months ended December 31, 2024, one customer accounted for more than 10% of gross billings, and two customers each accounted for more than 10% of total accounts receivable as of December 31, 2024. During the twelve months ended December 31, 2023, one customer accounted for more than 10% of gross billings, and one customer accounted for more than 10% of accounts receivable. The concentration of our sales with a relatively small number of customers makes us particularly dependent on positive and negative factors affecting those customers. If demand for our services from these customers increases, our results may be favorably impacted, while if their demand for our services decreases, they may reduce their purchases of or stop purchasing our services, and our operating results might suffer. The Company does not typically engage in contracts that are longer than one year, so most of our customers can reduce or cease business with us on a relatively short basis. The loss of a large customer and failure to add new customers to replace lost revenue would have a material adverse effect on our business, financial condition, and results of operations.

Reworded

Acquisitions may also have unanticipated tax, legal, regulatory, and accounting ramifications, including recording goodwill and non-amortizable intangible assets subject to impairment testing and potential periodic impairment charges and incurring amortization expenses related to certain intangible assets. For instance, if the acquired company has significant customer relationships or proprietary technology, these assets may be recorded as intangible assets and amortized over their estimated useful lives. Additionally, if the purchase price exceeds the fair value of the net assets acquired, the excess amount is recorded as goodwill, which must be tested for impairment at least annually. Unexpected changes in market conditions, financial performance, or synergies from the acquisition not materializing as expected could lead to impairment charges, impacting financial results. See Part II, Note 2 of Notes to Consolidated Financial Statements, Business Acquisitions and Divestitures for a related discussion of our acquisition and subsequent divestiture of Hoozu Holdings PTY, Ltd.Ltd (“Hoozu”).

Reworded

As a result of the COVID-19 pandemic, inIn 2020, our workforce shifted from in-person to remote work, and we have since maintained this operating structure. We are therefore subject to the challenges, costs, and risks of having a remote workforce. For example, certain security systems in homes or other remote workplaces may be less secure than those previously used in our offices, which may subject us to increased security risks, including cybersecurity-related events, and expose us to data or financial loss risks associated with disruptions to our business operations. Members of our workforce who access Company data and systems remotely may not have access to robust technology, which could cause the networks, information systems, applications, and other tools available to those workers to be more limited or less reliable. We may also be exposed to risks associated with the locations of remote workers, including compliance with local laws and regulations or exposure to compromised internet infrastructure. Pursuant to various state laws, we are required to reimburse reasonable connectivity expenses for certain remote workers. Additionally, allowing members of our workforce to work remotely may create intellectual property risk if employees create intellectual property on our behalf while residing in a jurisdiction with unenforced or uncertain intellectual property laws. Further, if employees fail to inform us of changes in their work location, we may be exposed to additional risks without our knowledge. Remote working may also subject us to other operational challenges and risks. For example, remote working may adversely affect our ability to recruit and retain personnel who prefer an in-person work environment. If we cannot effectively maintain an entirely remote workforce, manage the cybersecurity and other risks of remote work, and maintain our corporate culture and workforce morale, our business could be harmed or otherwise negatively impacted.

Reworded

Within the enterprise software unit of IZEA’s business (“SaaS Services”),Services, while there is a higher technological barrier to entry, IZEA is vulnerable to new entrants with access to fresh capital and the ability to capitalize upon previous research and development investments made by us. This is particularly challenging given the minimal opportunity to protect our internet-based software via patents.

Removed

Our Flex and Marketplace platforms may not achieve sufficient market acceptance to be commercially viable for open marketplace or SaaS services.

Removed

In October 2022, we launched Marketplace on IZEA.com, replacing Shake with significantly upgraded functionality. In January 2023, we launched Flex, which replaced our legacy IZEAx platform, both for self-serve marketers to manage their influencer campaigns and for IZEA’s Managed Services business. If our marketers and creators do not perceive these platforms to be of high value and quality, we may not be able to retain them or acquire new marketers and creators. Our new platform license plans, which are materially lower than our previous platform license costs, require a larger number of customers to generate significant revenues, which we may be unable to achieve.

Removed

We must continue to attract and retain software customers to increase software related revenue and achieve profitability. If existing or future competitors develop or offer products or services that provide significant performance, price, creative or other advantages over this platform, demand for our platforms may decrease. In addition, we may experience attrition in our customers in the ordinary course of business resulting from several factors, including losses to competitors, mergers, closures, or bankruptcies. If we are unable to attract new customers in numbers sufficient to grow our business, or if too many customers are unwilling to offer products or services with compelling terms to our creators through our platforms, or if creators stop offering their services through our platform, our operating results will be adversely affected.

Reworded

We rely on third-party social media platforms to provide the mechanism necessary to deliver influencer marketing, and any change in the platform terms, costs, availability, access, algorithmic ranking, or accessdisplay to these technologiespolicies could adversely affect our business.

Reworded

We rely on third-party social media platforms such as Facebook/Instagram (collectively known as Meta), TikTok, X (formerly Twitter), and YouTube for core aspects of influencer data. These platforms include technologies that provide some of the functionality required to operate the influencer marketing portion of our platform, as well as functionalities such as user traffic reporting, ad-serving, content delivery services, discovering services, and metrics. There can be no assurance that these providers will continue to make all or any of their technologies available to us on reasonable terms, or at all. Many of the social platforms offer their own competing marketplaces or services.services and may design their search and discovery algorithms to favor their own native content, advertising products, or creator marketplace offerings over third-party solutions such as ours. Changes to platform algorithms, ranking signals, or content discovery and display logic, including decisions to self-preference competing products in search results or reduce organic reach for content associated with third-party marketing platforms, could materially reduce traffic, content performance, and measurable return on investment for our marketers. Third-party social media platforms may start charging fees or otherwise change their business models in a manner that impedes our ability to use their technologies. In any event, we have no control over these companies or their decision-making for granting us access to their social media platforms or providing us with analytical data, and any material change in the current terms, costs, availability, algorithmic policy or use of their social media platforms or analytical data could adversely affect our business.

Added

In response to U.S. regulatory actions, TikTok’s U.S. operations were divested into a majority-American-owned joint venture in January 2026 under the Protecting Americans from Foreign Adversary Controlled Applications Act, allowing the platform to continue operating in the United States with new governance and data security responsibilities. However, this transition and ongoing regulatory scrutiny could still result in changes to platform functionality, data access, costs, user engagement, or competitive dynamics that materially impact our business, and there can be no assurance that any platform will not impose restrictions or modify terms in a manner that adversely affects our operations or results of operations.

Added

We are also dependent on search engines to drive discovery of, and traffic to, our platforms. Search engines may alter their ranking algorithms in ways that reduce the visibility of our platforms and services and disadvantages our website relative to competitors. Any such changes, or any determination by a search engine operator to self-preference its own competing marketplace or influencer marketing products in search or discovery results, could reduce traffic to our platforms, impair creator and marketer acquisition, and adversely affect our business and results of operations.

Removed

On April 24, 2024, President Joe Biden signed the Protecting Americans from Foreign Adversary Controlled Applications Act, legislation that would ban TikTok in the United States if ByteDance, TikTok’s Chinese owner, did not sell the platform to a non-Chinese owner within nine months. Although TikTok challenged the legality of this bill in court, the Supreme Court upheld the law. On January 20, 2025, President Donald Trump signed an executive order granting TikTok a 75-day extension to comply with the law requiring a sale or ban of the platform in the United States. The negative impact of a TikTok ban could be material, impacting advertising and e-commerce. Given the ubiquitous use of TikTok by many influencers and the desire of brands to market on that platform, a ban could negatively impact the market for our services and social media marketing generally.

Added

We have made certain public statements about our privacy practices concerning collecting, using, and disclosing creators’ personal information on our websites and platforms. Several Internet companies have incurred penalties for failing to abide by the representations made in their public-facing privacy notices. In addition, the United States state privacy law landscape has expanded significantly and continues to evolve at a pace that creates uncertainty and compliance complexity. All fifty states have enacted data breach notification laws that require businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide timely notice to consumers in the event of a security breach, with varying notice timing requirements, content specifications, and regulatory reporting obligations. Beyond breach notification, a growing number of states have enacted comprehensive consumer privacy rights laws, including the CCPA, as amended by the CPRA, and analogous laws in Virginia, Colorado, Connecticut, Utah, Florida, Texas, Oregon, Montana, Iowa, Delaware, Nebraska, New Hampshire, New Jersey, Tennessee, Minnesota, Maryland, Indiana, Kentucky, and Rhode Island that grant consumers rights to access, correct, delete, opt out of the sale or sharing of their personal data and opt out of profiling and targeted advertising. Several of these state statutes provide consumers with a private right of action for specified violations, which increases our potential litigation exposure independent of regulatory enforcement. The requirements of these laws vary by state and are subject to ongoing regulatory guidance and litigation that may alter compliance obligations. We are required to maintain privacy notices, honor consumer rights requests, conduct data processing assessments in certain jurisdictions, and implement technical and contractual safeguards with our vendors that satisfy these requirements. As more states enact or expand consumer privacy legislation, our compliance costs will increase, and our failure to comply, or to comply on a timely basis as new requirements take effect, could result in regulatory investigations, civil penalties, private litigation, and reputational harm that adversely affect our business and results of operations.

Reworded

We have made certain public statements about our privacy practices concerning collecting, using, and disclosing creators’ personal information on our websites and platforms. Several Internet companies have incurred penalties for failing to abide by the representations made in their public-facing privacy notices. In addition, several states have adopted legislation that requires businesses to implement and maintain reasonable security procedures and practices to protect sensitive personal information and to provide notice to consumers in the event of a security breach. Any failure, or perceived failure, by us to comply with our public-facing privacy notices, FTC requirements or orders, or other federal, state, or international privacy or consumer protection-related laws, regulations, or industry self-regulatory principles could result in claims, proceedings, or actions against us by governmental or other entities or the incurring by us of other liabilities, which could adversely affect our business. In addition, a failure or perceived failure to comply with industry standards or our privacy policies and practices could result in losing creators or marketers and adversely affect our business. Federal, state, and international governmental authorities continue to evaluate the privacy implications of targeted advertising, such as cookies and other tracking technology. The regulation of these cookies and other current online advertising practices could adversely affect our business.

Added

Our business depends on third-party tracking mechanisms in order to measure the performance of sponsored content and influencer campaigns. To the extent that the industry shifts away from third-party tracking mechanisms, our business could be adversely affected.

Added

In addition to regulatory action regarding online privacy, the industry is also experiencing a structural shift away from third-party tracking mechanisms independent of regulatory mandates. Major web browser developers have announced or implemented the deprecation of third-party cookies, and mobile operating system providers, including Apple through its App Tracking Transparency framework, have introduced opt-in consent requirements for cross-app tracking that have materially reduced the availability of device-level advertising identifiers. These changes limit our ability and the ability of our marketer customers to target, measure, and attribute the performance of sponsored content and influencer-driven campaigns. The loss of third-party cookies and persistent device identifiers may impair campaign measurement accuracy, reduce the precision of audience targeting, and increase the cost and difficulty of demonstrating marketing return on investment to our customers. To the extent our competitors are better positioned to operate in a cookieless or identifier-restricted environment, our competitive position may be adversely affected. In addition, changes to email platform policies, including the tightening of spam classification thresholds implemented by major inbox providers in 2024, have increased the risk that our email communications to creators and marketers, including campaign notifications, platform alerts, and marketing outreach, may be delayed, filtered, or blocked. Any deterioration in email deliverability could impair our ability to communicate with and retain platform participants, adversely affecting our business.

Added

Our use of AI in our solutions may expose us to heightened cybersecurity risks, regulatory uncertainty and potential liability that could adversely affect our business.

Added

We incorporate AI and machine learning capabilities into certain of our solutions offerings and internal business processes. The use of AI introduces risks that are distinct from, and in some respects greater than, those associated with traditional software, and these risks are rapidly evolving as the regulatory landscape, the technology, and adversarial exploitation techniques develop.

Added

From a cybersecurity perspective, the proliferation of AI tools has materially expanded the sophistication and scale of cyberattacks. AI-enabled techniques are increasingly used to generate phishing communications, social engineering attacks, and credential-theft schemes that are harder to detect than prior methods. Our systems and those of our third-party vendors and platform partners may be targeted by such AI-enabled attacks, and our existing security controls may not be sufficient to detect or contain them. A successful attack leveraging AI-generated or AI-assisted techniques could result in unauthorized access to our systems or data, disruption of our operations, and significant financial and reputational harm.

Added

From a legal and regulatory perspective, the development and deployment of AI is subject to an increasingly complex and rapidly evolving body of law. In the United States, federal agencies and a growing number of states have proposed or enacted requirements governing the use of AI in automated decision-making, content generation, and consumer-facing applications, including requirements related to transparency, bias assessment and testing, human oversight, and consumer notification. The European Union’s AI Act imposes requirements on AI systems used in certain high-risk contexts and may affect our operations or the operations of our marketer and creator customers to the extent they use our AI-assisted tools in regulated contexts. We cannot predict the final form, scope, or timing of these regulatory developments, and compliance may require us to alter our products, modify our data practices, or incur significant additional costs.

Added

AI-generated content used in influencer marketing campaigns, including copy, images, video and other creative assets produced with the assistance of generative AI tools, may also implicate intellectual property rights of third parties. AI models trained on third-party data or content may generate outputs that infringe existing copyrights, trademarks, or other proprietary rights, and the legal frameworks governing such infringement are unsettled. We or our customers and third-party contractors could be subject to claims of IP infringement arising from AI-generated campaign content, and the defense or resolution of such claims could be costly and time-consuming.

Added

Additionally, AI systems can reflect biases present in their training data, which could result in outputs that are discriminatory, misleading, or otherwise harmful, potentially exposing us to claims under consumer protection, civil rights, or advertising standards laws. If our AI-assisted tools or our customers' use of them results in discriminatory outcomes or other harms, we could face regulatory action, litigation, or reputational damage that adversely affects our business.

Removed

The transition in certain of our leadership positions will be critical to our success, and our business could be negatively impacted if we do not successfully manage these transitions.

Removed

In September 2024, Edward Murphy resigned as the Company’s Chief Executive Officer and as the Chairman of the Board, and Ryan Schram resigned as the Company’s President, Chief Operating Officer, and a member of the Board. The departure and transition of key leadership personnel can take significant knowledge and experience from our company. While this loss of knowledge and experience can be mitigated through a successful transition, there can be no assurance that we will be successful in such efforts. Further, if our new Chief Executive Officer formulates different or changed views, the future strategy and plans of our company may differ materially from those of the past. If we do not successfully manage senior leadership transitions, it could be viewed negatively by our customers, employees, or investors and could have an adverse impact on our business and strategic direction.

Added

We believe our future success will depend upon our ability to retain our key management personnel, who have unique knowledge regarding the influencer marketing space, business contacts, system design, and development expertise regarding our platforms that would be difficult to replace. If we are unable to retain key members of our management team, it could be viewed negatively by our customers, employees or investors and could have an adverse impact on our business and strategic decisions, if we do not successfully manage the subsequent transition to new leadership.

Reworded

Our charter documents contain provisions that may have the effect of making it more difficult for a third party to acquire or attempt to acquire control of the Company, including enabling the Board to issue preferred stock with voting, conversion and exchange rights that may negatively affect the voting power or other rights of our common stockholders. In addition, we are subject to certain provisions of Nevada law that limit, in some cases, our ability to engage in certain business combinations with significant shareholders. In addition, on May 28, 2024, the Board declared a dividend to the holders of the Company’s common stock of one preferred share purchase right (a “Right”) per share of common stock. Each Right initially entitlesentitled the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share, of the Company (the “Preferred Shares”) at a price of $8.25 per one one-thousandth of a Preferred Share, subject to adjustment. The Rights expired on May 28, 2025. The Board declared the dividend and adopted the rights agreement containing the description and terms of the Rights, to protect stockholders from coercive or otherwise unfair takeover tactics;tactics. however,If we were to declare a dividend of preferred share purchase rights again in the Rightsfuture, such rights may have the effect of delaying or discouraging a merger, tender offer, or assumption of control of the Company not approved by the Board. As a result, whether due to thean Rightsissuance of preferred share purchase rights or provisions in our charter and under Nevada law, acquisitions of us that our shareholders may consider in their best interests may not occur.

Reworded

Since our common stock started trading on the Nasdaq Capital Market, it has been relatively thinly traded, and at times, been subject to price volatility. Recently, from January 1, 2024,2025, to December 31, 2024,2025, the closing price of our common stock ranged from a low of $1.91$1.71 on FebruaryApril 21, 2024,2025, to a high of $3.42$5.70 on MayOctober 14,15, 2024.2025. During the twelve monthsyear ended December 31, 2024,2025, the closing price of our common stock averaged $2.75$3.35 with an average daily trading volume of 47,54892,842 shares.

Reworded

Geopolitical instability, including theongoing warsconflicts in Ukraine and the Middle East,East and broader global tensions, may adversely affect global economic conditions and capital markets, which could have a significantmaterial adversenegative effectimpact on our business, results of operations, financial condition, and cash flowflows in the future.

Reworded

Geopolitical crisesinstability raisecontinues ato hostcreate of potential threatsuncertainty and risk factorsfor toglobal consider,economic evenconditions thoughand business operations. While we do not conduct business directly in Ukraine or Russia and only conduct limited business connected to Israel.the GeopoliticalMiddle instabilityEast, ongoing conflicts and broader geopolitical tensions may leadresult toin sanctionssanctions, broughttrade againstrestrictions, aggressorsupply countrieschain that will impact the import, export, sale,disruptions, and supplyincreased ofregulatory goodscomplexity and services withaffecting companies locatedoperating in the U.S.United States and otherinternationally. regions.These Manydevelopments companiesmay have ceased all operations in certain warring countries, with near- and short-term losses expected in the millions. This will have a negativeadversely impact on the global economyeconomic and affect economicconditions and capital markets. A downturnsustained ineconomic the economyslowdown could drivelead our customers to reduce or delay marketing spend, cancel or reducescale back existing bookings, and otherwise limit discretionary expenditures, which willcould resultnegatively inaffect aour reductionrevenue inand revenue.operating results.

Reworded

In lightaddition, heightened geopolitical tensions have increased the risk of thecyber dramaticthreats sanctionsfrom imposedboth againststate-sponsored Russia,and non-state actors. Government agencies, including the U.S. Cybersecurity and Infrastructure Security Agency (“CISA”), warnedcontinue to warn of theelevated riskcyber ofrisks Russian cyber-attacks onto U.S. networkscompanies and critical infrastructure. WhileAlthough we do not thinkbelieve we are a likelyspecific targettarget, ofthe aoverall cyber-attack,threat environment has intensified, and we must beremain diligentvigilant in ourmaintaining ITstrong information security controls and protectprotecting our systems and data, including the information of our company’s,employees, employee’s, vendor’s,vendors, and customers'customers. data.A Ifsuccessful wecyber-attack, dodata fallbreach, victimor toother suchsecurity an attack, itincident could disrupt our operations, result in financial loss, damage our reputation, and have an adverse effect on our businessbusiness, financial condition, and results of operations.

Reworded

The Sarbanes-Oxley Act and new rules subsequently implemented by the SEC have required changes in the corporate governance practices of public companies. As a public company, we expect these rules and regulations to increase ourcreate compliance costs and make certain activities more time-consuming and costly. As a public company, we also expect that these rules and regulations may make it more difficult and expensive for us to obtain director and officer liability insuranceinsurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more complex and costly for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

34new paragraphs
29removed paragraphs
41reworded paragraphs
7,723 → 6,658words in section

New heading “Off-Balance Sheet Arrangements”

Removed heading “Net Managed Services Revenue”

Removed heading “SaaS Services Revenue”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: impairment, workforce reduction, goodwill

Paragraph as it now reads, with added and removed wording marked:

Net income (loss) for the twelve monthsyear ended December 31, 20242025 was $19.2 million,$42,326, a 11.9$19.3 million increaseimprovement from the net loss of $7.4$19.2 million for the same period in 2023.2024. The increase in net lossincome was primarily driven by thedecreased impairmentoperating andcosts derecognition of goodwill duringin the year,current as well as a loss from the divestiture of Hoozu. Additionally, higher personnel costs related to executive departures and targeted workforce reductions, including severance and accelerated vesting of equity awards, as applicable, contributed to the increase in expenses.period.
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Removed text topics: generative ai, ai, labor
“On IZEA.com, the Company offers a dynamic environment where creators can showcase their work to marketers, and marketers can directly engage and hire influencers, simplifying the collaboration process. This platform, alongside the innovative use of generative AI tools in FormAI, underscores IZEA's commitment to facilitating content creation and enhancing the efficiency of digital marketing strategies.”
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Removed text topics: write-down, goodwill
“Our net loss in 2024 was significantly impacted by goodwill write-downs, one-time losses associated with exiting unprofitable operations, and staffing reduction costs. However, we expect that these strategic cost reductions will meaningfully reduce cash losses in the near term, strengthening our financial position and accelerating our path to profitability.”
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Removed text topics: impairment
“In accordance with Accounting Standards Codification (“ASC”) 350-40, Internal Use Software, we capitalize certain internal-use software development costs associated with creating and enhancing internally developed software related to our platforms. Software development activities generally consist of three stages (i) the research and planning stage, (ii) the application and development stage, and (iii) the post-implementation stage. …”
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New text topics: fine, regulation
“The Company did not engage in any “off-balance sheet arrangements” (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of December 31, 2025.”
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“Off-Balance Sheet Arrangements”
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Added

IZEA Worldwide, Inc. (“IZEA”, “Company,” “we”, “us” or “our”) is a technology-enabled influencer marketing company that delivers creator economy solutions for marketers through managed services supported by proprietary technology. We provide value by managing custom content workflows, creator discovery and engagement, campaign execution, analytics, and payment processing. Our mission is to deliver creator economy solutions for marketers by facilitating effective collaboration between brands and creators.

Added

IZEA pioneered the concept of an influencer marketplace in 2006 with the launch of PayPerPost, helping establish the foundation for modern influencer marketing. Today, we primarily serve enterprise brands and agencies across a range of industries, while also supporting small- and mid-sized businesses and independent creators. Our services include influencer marketing programs, customer-generated content, and custom content creation, delivered through technology-enabled managed services.

Added

Our proprietary technology platform supports the delivery and management of influencer marketing programs at scale. IZEA Flex is our flagship platform and is used primarily by our internal teams to manage campaign workflows, creator relationships, compliance, budgeting controls, and performance measurement. Customers may be provided access to certain platform capabilities in connection with managed services engagements to facilitate collaboration, approvals, and visibility into campaign activity and results.

Added

Our technology platform also includes capabilities that facilitate creator discovery and engagement, including functionality historically made available through online marketplace environments such as IZEA.com. In addition, we have developed AI-enabled tools, including FormAI, designed to support content creation and operational efficiency within the influencer marketing process. These technology capabilities are integrated into our broader platform and are primarily used to support the delivery of managed services.

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IZEA Worldwide, Inc. (“IZEA”, “Company,” “we”, “us” or “our”) is a leading innovator in the creator economy, specializing in providing value through managing custom content workflow, creator search and targeting, bidding, analytics, and payment processing. The Company’s mission is to make creator economy solutions for marketers. We offer solutions that range from creator agency services to creator technologies to a marketplace that connects marketers with creators. By fostering these connections, we light up the creator economy with IZEAs - social-first content, made by creators, that are culturally relevant and move at the speed of culture. champion the creators, empowering individuals to monetize their creativity, content, and influence.

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IZEA made a significant mark in the industry by launching the first influencer marketplace, PayPerPost, in 2006, setting a precedent for the evolution of digital marketing platforms. Today, the Company caters to a diverse range of clients, including independent creators and Fortune 10 brands, offering services in influencer marketing, customer-generated content, and custom content creation. IZEA provides tech-enabled managed services and self-service software tools, accommodating the varying needs of its clientele and ensuring mutually beneficial collaborations within its ecosystem.

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IZEA Flex is a robust suite of tools that enhance IZEA’s ability to manage influencer marketing at scale. Beyond enabling seamless campaign execution, Flex empowers IZEA’s internal teams to measure influencer marketing performance with precision. The platform boasts a suite of core modules, which together provide a comprehensive toolkit for optimizing influencer marketing campaigns. Flex is distinguished by its ability to quantify the ROI of marketing efforts at scale, complemented by the introduction of AI-powered tools that streamline content and creative campaign ideation.

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On IZEA.com, the Company offers a dynamic environment where creators can showcase their work to marketers, and marketers can directly engage and hire influencers, simplifying the collaboration process. This platform, alongside the innovative use of generative AI tools in FormAI, underscores IZEA's commitment to facilitating content creation and enhancing the efficiency of digital marketing strategies.

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On September 6, 2024, the Board of Directors appointed Patrick J. Venetucci as the new Chief Executive Officer following the resignation of Edward H. (Ted) Murphy. Under the terms of their respective separation agreements, both Mr. Murphy and Ryan S. Schram, President, Chief Operating Officer, and Director, resigned their Director positions as of September 6, 2024, and their executive positions effective September 15, 2024. Neither resignation stemmed from any disagreement with the Company's management or Board. Concurrently, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with GP Cash Management, Ltd., GP Investments, Ltd., Rodrigo Boscolo, and Antonio Bonchristiano (collectively, the "GP Parties"). As part of this agreement, the Company’s Board of Directors (the “Board”) appointed Mr. Bonchristiano and Mr. Boscolo as directors, filling the vacancies created by the departures of Ted Murphy and Ryan Schram. Mr. Bonchristiano serves on the Compensation Committee and Nominations and Corporate Governance Committee. Messers Bonchristiano and Boscolo serve on the newly created Strategy and Capital Allocation Committee.

Added

Concurrently, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with GP Cash Management, Ltd., GP Investments, Ltd., Rodrigo Boscolo, and Antonio Bonchristiano (collectively, the "GP Parties"). As part of this agreement, the Company’s Board of Directors (the “Board”) appointed Mr. Bonchristiano and Mr. Boscolo as directors, filling the vacancies created by the departures of Ted Murphy and Ryan Schram. Mr. Bonchristiano serves on the Compensation Committee and the Nominations and Corporate Governance Committee. Messers Bonchristiano and Boscolo serve on the newly created Strategy and Capital Allocation Committee.

Reworded

InDuring Decemberthe fourth quarter of 2024, the Company implementedbegan elements ofexecuting a strategic shiftrealignment intended to accelerate its path to profitability,profitability includingand improve operational focus. These actions included the divestiture of non-core and unprofitable investments andinvestments, targeted workforce reductions, primarily in product development and marketing,marketing functions, and aligningorganizational itschanges to better align sales and customer delivery teams into industry verticals to target growth opportunities and improve account management and customer retention. WeAs alsoa part of the realignment, the Company completed the divestiture of Hoozu Holdings on December 18, 2024 and realignedcentralized ourits sales and client development teamsoperations to serve alldomestic markets,and includinginternational international,markets primarily from ourits North American hub. The Company believes that related cost reductions and efficiency improvements will impact short and long-term profitability measures.

Added

Throughout 2025, management continued to operate under this revised organizational and strategic framework, with an emphasis on cost discipline, operational efficiency, enterprise customer focus, and technology-enabled service delivery. In connection with these efforts, the Company strengthened its sales and enterprise service delivery organizations by adding experienced industry professionals to support enterprise customer engagement and ensure consistent, higher-level execution. The Company believes these actions have improved its ability to manage expenses, align resources with near-term opportunities, and support sustainable profitability.

Reworded

We generate revenue primarily from our managedManaged services,Services, when a marketer (typically a brand, agency, or partner) pays us to provide custom content, influencer marketing, amplification, or other campaign management servicesservices. (“ManagedWe also generate a limited amount of SaaS Services”). Additionally,Revenue, wewhich generateis revenue from subscription fees chargedaccess to accesscertain our software platforms, license and transaction fees from self-service customers, and fees from such as inactivity fees, early cash-out fees, and other miscellaneous fees charged to usersfeatures of our platformsproprietary (collectively,platforms, “SaaSas Serviceswell Revenue”).as related transaction and miscellaneous fees.

Reworded

Our cost of revenue consists primarily of direct costs paid to our third-party creators who provide the custom content, influencer marketing, or amplification services for our Managed Service customers, wherefor we reportwhich revenue is reported on a gross basis. ItCost of revenue also includes internal costs for our campaign fulfillment and SaaScustomer supportsupport, departments. These costs includeincluding salaries, bonuses, commissions, stock-based compensation, employee benefit costs, and miscellaneous departmentalpersonnel-related costs relatedincurred to thesupport personnelservice responsibledelivery forand supportingfulfill our customerscustomer andcontractual ultimately fulfilling our obligations under our contracts with customers.obligations.

Reworded

Our sales and marketing expenses consist primarily of salaries, bonuses, commissions, stock-based compensation, employee benefit costs, travel, and miscellaneousother departmentalpersonnel-related costs for our marketing,sales, sales,account management, and salesmarketing supportteams. personnel.These Theyexpenses also include marketingcosts expenses such asfor brand marketing,marketing activities, public relationsrelations, industry events, trade shows, marketing materials, and travelother expenses.demand-generation efforts to support customer acquisition and account expansion.

Reworded

Our general and administrative (“G&A”) expenseexpenses consistsconsist primarily of salaries, bonuses, commissions, stock-based compensation, employee benefit costs,benefits, and miscellaneousother departmentalpersonnel-related costsexpenses related tofor our executive, finance, legal, human resources, and other administrative personnel.functions. ItG&A also includes travel, public company,company and investor relations expenses,costs, accounting,accounting and legal professional services fees, leasehold facilities, and other corporate-related expenses.

Reworded

Within G&A,A we incorporateincludes technology and development costs,costs consistingassociated with maintaining and enhancing our proprietary technology platform. These costs consist primarily of our payroll costs for our internal engineers and contractors responsible for developing, maintaining, and improving our technology,contractors, as well as hosting and software subscription costs.expenses. TheseTechnology and development costs are expensed as incurred, except tofor the extent that they are associated withqualifying internal-use software thatdevelopment qualifies for capitalization,costs, which isare thencapitalized and recorded as software development costs inon the consolidated balance sheet. When major software components are developed, we capitalize these as intangible assets. Depreciation and amortization related to these capitalized costs are reflected separately stated under depreciation and amortization in ourthe consolidated statements of operations and comprehensive loss.

Reworded

G&A expenses include current periodcurrent-period gains and losses on our acquisition costs payable and gains and losses fromon the sale of fixed assets. Impairments on fixed assets, intangible assets, and goodwill, are included as part of G&A expenses presented separately in our consolidated statements of operations and comprehensive loss when deemed material.

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Results of Operations for the Twelve MonthsYears Ended December 31, 20242025 and 20232024

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The following table sets forth a summary ofsummarizes our consolidated statements of operations and the change betweenpresents the periods:period-to-period changes.

Added

Revenue totaled $31.2 million for the year ended December 31, 2025, compared to $35.9 million for the year ended December 31, 2024. This represents a decrease of $4.6 million, or 12.9%, year over year. The prior-year period included $3.4 million from Hoozu, which was divested in December 2024 and did not contribute in 2025. The decline primarily reflects the absence of Hoozu revenue, along with the Company’s deliberate shift toward growing our core enterprise customer base and reducing reliance on non-core, lower-margin customers. This shift supports our continued focus on enhancing the quality, sustainability, and long-term profitability of our revenue.

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The following table illustrates our revenue by type, the percentage of total revenue by type, and the change between the periods:

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Managed Services revenue during the twelve months ended December 31, 2024, decreased by $0.7 million, or 1.9%, from the same period in 2023. In January 2023, we announced the discontinuation of our relationship with a significant customer (referred to as the “non-recurring customer”). Managed Services revenue attributable to this non-recurring customer totaled approximately $8.1 million for the twelve months ended December 31, 2023. For the year ending December 31, 2024, Managed Services revenue from our recurring customer base reached $31.7 million, while Hoozu, which we divested in December 2024, contributed approximately $3.4 million.

Removed

SaaS Services revenue is generated by the self-service use of our technology platforms by marketers to manage their own content workflow, influencer marketing campaigns and associated fees. SaaS Service revenue increased to $0.8 million during the twelve months ended December 31, 2024, compared to $0.5 million in the same period of 2023. The increase is primarily due to a growing number of licensees but at lower average license pricing.

Added

For the year ended December 31, 2025, cost of revenue was $16.2 million, a decrease of $5.0 million, or approximately 23.5%, compared to the same period in 2024. The reduction was primarily attributable due to the absence of Hoozu, which was included in the prior year period. Cost trends were also influenced by changes in customer mix resulting from the Company’s strategic repositioning, including the exit of certain lower-margin customer relationships. As a result, the Company’s remaining core enterprise business generated an improved gross margin percentage of 48.1% compared to 40.9% in the prior year.

Removed

Cost of revenue for the twelve months ended December 31, 2024, was $21.2 million, a decrease of $0.4 million, or approximately 1.9%, compared to the same period in 2023. The cost of revenue associated with our non-recurring customer was approximately $6.0 million for the twelve months ended December 31, 2023. For the year ending December 31, 2024, the cost of revenue from our recurring customer base totaled $18.2 million, with Hoozu contributing approximately $3.0 million. Excluding costs related to Hoozu and our non-recurring customer in both periods, adjusted cost of revenue reflects a net increase of $3.0 million, or 19.5%, which was driven by lower average margins from our ongoing customer base.

Reworded

Sales and marketing expenses for the twelve monthsyear ended December 31, 2024,2025, increaseddecreased by $1.6$7.8 million, or approximately 15.0%,64.4%, compared to the same period in 2023.2024. TheAdvertising increaseexpenses wasdecreased primarilydue drivento bya higherpause salesin current period advertising and promotional spending, lower payroll and related internationalcosts contractfollowing salesour compensationDecember costs.2024 targeted workforce reduction and decreased general contractor fees.

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General and administrative expenses for the twelve monthsyear ended December 31, 2024,2025, increaseddecreased by $3.5$4.8 million, or approximately 26.7%,28.8%, compared to the same period in 2023.2024. The expensedecrease increase wasis primarily attributabledue to $1.3lower million in severanceemployee-related costs related tofollowing executive departures in September 2024 and the targeted workforce reductions, and $1.6 million in stock compensation mainly related to the accelerated vesting of equity awards. Additionally, professional services increased by $0.4 million, and contractor expenses rose by $0.6 million. These increases were partially offset by a $0.4 million reduction in softwareDecember 2024, reduced use of external contractors, decreased professional service fees, and lower software licensing costs and $0.2 million in public company costs.expenses.

Reworded

In September 2024, the Company identified a triggering event related to changes in executive management and Board-level changes, including the Cooperation Agreement. As a result, the Company performed an interim goodwill impairment assessment using both the income approach (discounted cash flow method) and the market approach (guideline transaction method). The assessment determined that the carrying value of the Company’s IZEA reporting segmentunit as of September 30, 2024, exceeded its fair value. Consequently, the Company recorded a $4.0 million impairment of goodwill related to prior IZEA acquisitions in September 30, 2024. Additionally, the Company conducted a qualitative assessment of the carrying value of its Hoozu reporting unit, which did not indicate impairment as of September 30, 2024.

Reworded

Depreciation and amortization expenses for the twelve monthsyear ended December 31, 2024,2025, increaseddecreased by $0.4$0.5 million, or approximately 62.5%,45.1%, compared to the same period in 2023.2024.

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Depreciation expense on property and equipment was approximately $0.1 million for the twelve monthsyear ended December 31, 2024,2025, and $0.1 million for 2023,2024, respectively.

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Amortization expenses were approximately $1.1$0.5 million and $0.6$1.1 million for the twelve monthsyear ended December 31, 20242025 and 2023,2024, respectively. Amortization expense related to internal-use software development costs was $0.8$0.5 million for 2024,2025, updown from $0.6$0.8 million in 2023,2024, primarily due to $0.2 million of accelerated amortization for certain software assets no longer in use.use in 2024. This adjustment reflects the Company’s ongoing review of its software portfolio to align with current operational needs and strategic objectives, ensuring that the carrying value of these assets accurately reflects their utility and contribution to the business.

Reworded

Interest expense totaled $8,129$6,403 during the twelve monthsyear ended December 31, 2024,2025, compared to $8,226$8,129 in the prior year period.

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Loss from divestiture of assets totaled $2.3 million during the twelve monthsyear ended December 31, 2024. This loss resulted from the sale of the Hoozu business unit, including the derecognition of goodwill, intangible assets, and other associated assets. The divestiture was part of the Company’s strategic initiative to streamline its portfolio and focus resources on core growth areas.

Reworded

Other income net totaled $2.5$1.9 million in investment portfolio interest income for the twelve monthsyear ended December 31, 2024,2025, compared to $2.5 million in the prior year.year, Despiteprimarily thedue stableto income,lower theinvestment averageportfolio returnincome onand investeda capital increased from 4.3%decline in 2023 to 4.7% in 2024, driven by changes in portfolio composition and prevailing interestmoney-market rates.

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Net Income (Loss)

Reworded

Net income (loss) for the twelve monthsyear ended December 31, 20242025 was $19.2 million,$42,326, a 11.9$19.3 million increaseimprovement from the net loss of $7.4$19.2 million for the same period in 2023.2024. The increase in net lossincome was primarily driven by thedecreased impairmentoperating andcosts derecognition of goodwill duringin the year,current as well as a loss from the divestiture of Hoozu. Additionally, higher personnel costs related to executive departures and targeted workforce reductions, including severance and accelerated vesting of equity awards, as applicable, contributed to the increase in expenses.period.

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Other Comprehensive Income (Loss)

Added

Other comprehensive loss for the year ended December 31, 2025 was $0.2 million, a $0.5 million change from the prior year period. Changes to other comprehensive loss are primarily driven by changes in the fair value of our marketable securities and foreign currency translation adjustments.

Removed

Comprehensive loss includes unrealized gains on investment securities of $0.3 million for the twelve months ended December 31, 2024, and unrealized losses of $0.5 million for the twelve months ended December 31, 2023.

Reworded

Key MetricsMetric

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We review the information provided by our key financial metrics,metric, Managed Services Bookings, and gross billings to assess the progress of our business and make decisions on where to allocate our resources.resources including sales capacity, marketing investments, and product development. As our business evolves, we may change the key financial metrics in future periods.

Added

Managed Services Bookings is a measure of all sales orders received during a time period, less any cancellations received or refunds issued during the same period. Our sales contracts vary in complexity by customer and range from custom content delivery to integrated marketing services, with contract terms generally ranging from several months for smaller contracts up to twelve months for larger contracts.

Reworded

Managed Services Bookings is a measure of all sales orders received during a time period, less any cancellations received or refunds given during the same period. Sales order contracts vary in complexity with each customer and range from custom content delivery to integrated marketing services; our contracts generally run from several months for smaller contracts up to twelve months for larger contracts. We recognize revenue from our Managed Services contracts on a percentage of completionpercentage-of-completion basis as we deliver the content orand services over time, which can vary greatly.time. Historically, bookings have converted to revenuesrevenue over aan 6average monthof periodapproximately onsix average.months. However, since late 2020,As we have receivedentered into increasingly larger and more complex sales orders, which, in turn, has lengthenedcontracts, the average revenue conversion period lengthened to approximately 9 months, with the largest contracts taking longer to complete. DuringFor the years ended December 31, 2025 and 2024, the average time between bookings and revenue improved to an average of 7.5approximately seven months. ForAccordingly, this reason,while Managed Services Bookings,Bookings whileis an overall indicator of the health of our business, it may not be used to predict quarterly revenues and couldmay be subject to future adjustments. Managed Services Bookings is useful information as it reflects the number of orders received in one period, even though revenue from those orders may be reflected over varying amounts of time. We use the Managed Services Bookings metric to plan operational staffing, to identify key customer group trends to enlighten go-to-market activities, and to inform its product development efforts. Managed Services Bookings for the twelve months ended December 31, 2024 and 2023, was $39.1 million and $28.1 million, respectively.

Added

We use the Managed Services Bookings metric to plan operational staffing, identify key customer group trends to enlighten go-to-market activities, and to support product development efforts. Managed Services Bookings for the years ended December 31, 2025 and 2024, were $25.7 million and $37.5 million excluding Hoozu, respectively. This decline reflects our intentional reduction in non-core customer activity, which accounted for the majority of the decline, rather than weakness in our enterprise business.

Removed

Net Managed Services Revenue

Removed

Net managed services revenue is a non-GAAP measure of total managed services revenues less the external direct costs associated with this revenue. Direct costs include the cost of creators and outside services, such as technical and content production costs. We exclude labor and other internal expenses from this measure to determine our labor efficiency rate. We have a principal relationship in our managed services contracts, which requires us to recognize revenues on a gross basis. We track net managed services revenue by customer and customer vertical to aid in resource allocation and our efforts to accelerate our path to profitability; however, this does not impact how we recognize gross managed services revenue.

Reworded

You should not consider Adjusted EBITDA in isolation or as a substitute for an analysis of our results of operations as under GAAP. NotIn addition, not all companies calculate Adjusted EBITDA similarly,in limitingthe same manner, which limits its usefulness as a comparative measure. Moreover, Adjusted OCFEBITDA has limitations as an analytical tool, including that Adjusted EBITDAit:

Reworded

The following table sets forth a reconciliation from the GAAP measurement of net income (loss) to our non-GAAP financial measure of Adjusted EBITDA for the twelve monthsyears ended December 31, 2024,2025, and 20232024:

Reworded

The Company’s primary cash needs have historically been funding the development and integration of our technology platforms used in its business,platforms, marketing expenses, and general and administrative (“G&A”) expenses, including salaries, bonuses, and commissions. The Company has incurred losses and negative cash flow from operations for most periods since inception, primarily the result of costs associated with third-party creators, salaries, bonuses and stock-based compensation, and other G&A expenses, including technology and development costs, which has resulted in a total accumulated deficit of $104.3 million as of December 31, 2024. We anticipate a decline in near-term operating expenses as a result of our recent workforce reductions, the divestiture of unprofitable international business activities, and reduced investments in product development, marketing, and administrative functions.2025. While we have not yet achieved profitability, and we will likely continue to invest in areas we expect will help us grow, we believe we have sufficient resources to fund operations and planned investments for at least the next twelve months.

Reworded

We had cash and cash equivalents of $50.9 million as of December 31, 2025, compared to $44.6 million as of December 31, 2024, compared to $37.4 million as of December 31, 2023.2024. This increase of $7.2$6.2 million is primarily thedue result ofto the maturingmaturation of certain investments, including $6.4 million classified as short-term investments.

Reworded

Net cash usedprovided forby operating activities was $11.5$2.4 million during the twelve monthsyear ended December 31, 2024,2025, primarily driven by thenon-cash continuedexpenses, useincluding ofstock-based cash to fund operating cash flowcompensation and todepreciation fundand increasesamortization, as well as improved collections reflected in neta workingdecrease capital.in accounts receivable. Net cash provided by investing activities was $19.8$5.6 million during the twelve monthsyear ended December 31, 2024,2025, primarily due to the maturity of marketable securities. Net cash used for financing activities during the twelve monthsyear ended December 31, 20242025 was $1.1$1.6 million, primarily driven by stock repurchase activity.activity and payments on shares withheld for statutory taxes.

Reworded

We anticipate that our operating expenses will increase over time to support higher levels of revenue and requiredthe working capital financing required as we continue to pursue the expansion ofexpand our business. We currently believe that we have adequate cash and long-term investments to fund our business growth for the next twelve months; however, should additional capital become necessary, we expect these funds would be financed predominatelypredominantly through proceeds from future equity, equity-based, or debt offerings, unless and until our operations are profitable and sustain our ongoing capital needs. As a result, our business success could significantly depend upon our ability to obtain the funding necessary to support our operations.

Added

Beginning in early in 2025, we implemented a new account management model, redirecting our focus and resources primarily toward larger, more valuable recurring accounts - our core enterprise customers - while reducing the selling and delivery resources previously devoted to cost-intensive, lower-value or project-based accounts with limited repeat business. This strategic realignment reduced current-year contract bookings while significantly improving profitability and strengthening our foundation for sustainable growth. We believe that our bookings will show comparative growth beginning in early 2026.

Added

We initiated a structured transition during the fourth quarter of 2025 for our non-enterprise customers into a new small and mid-sized business (“SMB”) service model; this targeted approach will allow us to serve a narrower set of these customers profitably, while maintaining strategic alignment with our enterprise objectives.

Added

Revenue from Managed Services, excluding Hoozu, decreased 2.1% for the year ended December 31, 2025, compared to the prior-year period. This decrease reflects a deliberate shift away from smaller, non-strategic accounts and a greater focus on growing our enterprise customer base.

Added

We implemented significant cost savings beginning in December 2024 and continuing into 2025 to align operating expenses with anticipated revenue and accelerate our path to profitability. These actions were effective, resulting in a $11.8 million improvement in EBITDA during the year ended December 31, 2025, improving from a $11.1 million negative adjusted EBITDA in 2024 to a positive $0.7 million adjusted EBITDA in 2025.

Added

We expect growth opportunities in our core enterprise accounts, along with other business development activities, to support profitable organic growth over the next twelve months, although growth may not occur consistently each quarter. As managed services revenue is recognized over time and typically lags contract bookings by approximately seven months, our results for the first half of 2025 included revenue recognized from non-core customer contracts booked in 2024 that remained in backlog at the start of 2025. As those contracts have rolled off, we expect year-over-year revenue comparisons in the first half of 2026 to be lower. We anticipate more favorable comparisons in the second half of 2026 as revenue increasingly reflects our current mix of core enterprise engagements.

Added

Operating expenses are expected to increase gradually as we invest in expansion; however, we believe our current cost structure is better aligned to scale efficiently, limiting the recurrence of historical cash losses and reducing the strain on working capital as the business grows.

Added

We believe our cash and cash equivalents are sufficient to fund planned growth initiatives over the next twelve months. If additional capital is needed, we expect to obtain it primarily through equity, equity-linked, or debt financing until our operations generate sufficient profitability to meet ongoing capital requirements.

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Comparing 10-Q filed 2026-08-11 (period ending 2026-06-30) with 10-Q filed 2026-05-12 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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You should carefully consider the factors discussed under Item 1A of Part I to our Annual Report on Form 10-K for the year ended December 31, 2025 regarding the numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks occur, our business, financial condition, or results of operation may be materially and adversely affected. In such a case, the trading price of our common stock could decline, and investors could lose all or part of their investment. These risk factors may not identify all risks that we face, and our operations could also be affected by factors that are not presently known to us or that we currently consider to be immaterial to our operations. There have been no material changes to the risk factors described under “Risk Factors,” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

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Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

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New heading “Results of Operations for the Six Months Ended June 30, 2026 and 2025”

New heading “Cost of Revenue”

New heading “Sales and Marketing”

New heading “General and Administrative”

New heading “Depreciation and Amortization”

New heading “Other Income, Net”

New heading “Net Income (Loss)”

New heading “Total Comprehensive Income (Loss)”

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“Results of Operations for the Six Months Ended June 30, 2026 and 2025”
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“Total Comprehensive Income (Loss)”
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“Depreciation and Amortization”
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Reworded topics: liquidity

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The Company’s primary cashliquidity needs have historically beenconsisted of funding the development and integration of our technology platforms, sales and marketing expenses,activities, and general and administrative (“G&A”) expenses, including salaries,employee bonuses,compensation. andAlthough commissions. Thethe Company has incurred losses and negative operating cash flowflows from operations forduring most periods since inception, primarily the result of costs associated with third-party creators, salaries, bonuses and stock-based compensation, and other G&A expenses, including technology and development costs, which has resulted in a total accumulated deficit of $105.0 million as of March 31, 2026. While we have not yet achieved consistent profitability, and we will continue to invest in areas we expect will help us grow, we believe we have sufficient resources to fund operations and planned investments for at least the next twelve months.
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“General and Administrative”
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New text topics: workforce reduction
“Sales and marketing expense for the six months ended June 30, 2026, decreased by $0.4 million, or approximately 19%, compared to the same period in 2025. The decline was primarily attributable to lower payroll and related costs resulting from reduced headcount and the effects of prior workforce reductions. This reduction was partially offset by higher stock-based compensation and additional spending on advertising and travel to support growth initiatives. Investor relations expense also declined modestly from the prior-year period.”
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Reworded

Important factors that could cause actual results to differ materially from those contemplated by forward-looking statements.statements include, but are not limited to, the following:

Added

In March 2026, we rebranded our proprietary technology platform as ZED, an AI-enabled platform that builds upon the capabilities of IZEA Flex and our broader technology stack. ZED supports the delivery and management of influencer marketing programs at scale and is primarily used by our internal teams to manage campaign workflows, creator relationships, compliance, budget controls, and performance measurement. Customers may be provided access to certain platform capabilities in connection with managed services engagements to facilitate collaboration, approvals, and visibility into campaign activity and results. Our technology platform also includes capabilities that facilitate creator discovery and engagement, including functionality historically available through online marketplace environments such as IZEA.com, as well as AI-enabled tools like FormAI that support content creation and operational efficiency within the influencer marketing process. We continue to invest in ZED and are currently evaluating the platform in a limited number of customer campaigns as development continues.

Removed

We continue to invest in our proprietary technology platform to enhance the efficiency, scalability, and performance of our managed services offerings. During the quarter, we rebranded our platform as ZED, an AI-powered operating system designed to support enterprise brands and agencies in managing complex, large-scale creator campaigns. ZED builds upon the existing capabilities of IZEA Flex and our broader technology stack, further integrating campaign planning, creator relationship management, workflow automation, compliance, budgeting controls, and performance measurement into a unified environment.

Removed

ZED introduces expanded functionality intended to improve execution and insights across the influencer marketing lifecycle, including enhanced workflow automation, more advanced performance analytics, and deeper AI-driven support for campaign planning and content development. While ZED was launched during the quarter, it has not yet been deployed in active client campaigns and did not directly impact revenue or operating results for the three months ended March 31, 2026. The Company incurred costs related to the continued development and rollout of the platform during the period. We expect a full rollout in the second quarter of 2026, with the platform designed to drive more efficient, data-driven campaign execution and strengthen our ability to deliver at scale.

Reworded

G&A expenses may include current-period gains and losses on our acquisition costs payable and on the sale of fixed assets.assets, if applicable. Impairments on fixed assets, intangible assets, and goodwill, are included as part of G&A expenses presented separately in our unaudited consolidated statements of operations and comprehensive loss when deemed material.

Reworded

Depreciation and amortization expenses consist primarily of amortization of our internal-use software and may include amortization of acquired intangible assetsassets, fromwhen our business acquisitions.applicable. To a lesser extent, we also have depreciation and amortization on equipment used by our personnel. Costs are amortized or depreciated over the estimated useful lives of the associated assets.

Reworded

Other Income.Income, Net. Other incomeincome, net, consists primarily of interest income earned on investments,investments as well asand realized foreign currency transaction gains and losses on foreign currency exchange transactions,losses, primarily related to the Canadian Dollar.dollar.

Reworded

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025

Reworded

Revenue totaled $6.6$5.8 million for the three months ended MarchJune 31,30, 2026, compared to $8.0$9.1 million for the three months ended MarchJune 31,30, 2025. This represents a decrease of $1.4$3.3 million, or 18%,36%, year over year. The majority of the year-over-year decline primarily reflects the Company’sCompany's deliberatecontinued strategic shift away from small and mid-sized business ("SMB") and emerging customers toward growing our corelarger enterprise customer base and reducing reliance on non-core, lower-margin customers, which supports our continued focus on enhancing the quality, sustainability, and long-term profitability of our revenue.relationships. The decrease was also impacted,reflects tomodest asoftness lesserin extent,enterprise byclient contractspending, as well as the timing differencesof withincertain severalcampaign enterpriselaunches accountsand inproject-related delays during the current quarter, which we expect to contribute to our growth in the current year.quarter.

Reworded

Cost of revenue totaled $3.6 million for the three months ended MarchJune 31,30, 2026, compared to $4.4 million for the three months ended MarchJune 31,30, 2025, representing a decrease of $0.8 million, or 18%, year over year. The decrease was primarily drivenattributable to lower campaign delivery volume associated with reduced revenue. The decline was partially offset by lowerthe overallimpact of fixed and semi-fixed delivery volume,costs, consistentresulting within a smaller percentage decrease in cost of revenue than the decline in revenue, and a more favorable mix of higher-margin enterprise engagements.revenue.

Reworded

Sales and marketing expense for the three months ended MarchJune 31,30, 2026 decreased by $0.2 million, or approximately 17%,21%, compared to the same period in 2025, primarily reflectingdue to lower payroll and related expense,expense reflectingresulting lowerfrom reduced headcount and the impact of prior workforce reductions. ThisThese decreasedecreases waswere partially offset by increasedhigher stock-based compensation,compensation as well asand incremental investments in advertising and travel to support strategic growth initiatives. Investor relations costs also declined modestly compared to the prior yearprior-year period.

Reworded

General and administrative expense for the three months ended MarchJune 31,30, 2026 increaseddecreased by $0.1$0.6 million, or approximately 3%,20%, compared to the same period in 2025. The increasedecrease is primarily due to higherlower payroll and related expenses, partially offset by cost reductionsincreases in professionaltravel fees, contractor usage,fees and softwarepublic andcompany hosting costs.expenses.

Reworded

Depreciation and amortization expensesexpense increased by less than $0.1 million, or 26%, for the three months ended MarchJune 31,30, 2026, decreased by $11,105, or approximately 7%, compared to the same period in 2025,2025. primarilyThe dueincrease was driven by higher amortization of internal-use software development costs, which increased to lower$0.2 depreciation expense on property and equipment. Depreciation expense decreased to $10,922million for the three months ended MarchJune 31,30, 2026 from $22,955$0.1 in the prior-year period. Amortization of internal-use software development costs was $138,325million for the threesame monthsperiod endedin March2025, 31, 2026, compared to $137,397 for the prior-year period, with the modest increase driven byreflecting additional internally developed software features being placed into service. This increase was partially offset by lower depreciation expense, which remained less than $0.1 million in both periods as certain property and equipment became fully depreciated.

Reworded

Other IncomeIncome, (Expense)Net

Reworded

Interest expense totaledremained $372less duringthan $0.1 million for both the three months ended MarchJune 31,30, 2026,2026 comparedand to $1,654 in the prior year period,2025, primarily reflecting the repayment of one of the Company’s prior financing arrangements.

Reworded

Other income, net, totaled $0.4 million during the three months ended MarchJune 31,30, 2026, a decrease of $0.1 million compared to the same period in 2025, primarily from lower investment portfolio interest income.

Reworded

Net Income (Loss)

Reworded

Net loss for the three months ended MarchJune 31,30, 2026 was $0.8$0.7 million, compared to the net lossincome of $0.1$1.2 million for the same period in 2025. The change was primarily driven by the factors affecting revenue and operating expenses discussed above.

Reworded

Total Comprehensive Income (Loss)

Reworded

Total comprehensive loss for the three months ended MarchJune 31,30, 2026 was $0.8 million, an increase of $0.5$0.7 million compared to comprehensive income of $1.2 million for the priorsame yearperiod period.in Changes2025. The changes to total comprehensive loss are primarily driven by an increase in net loss and a change in foreign currency translation adjustments.

Added

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

Added

The following table sets forth a summary of our consolidated statements of operations and the change between the periods:

Added

Revenue

Added

Revenue totaled $12.4 million for the six months ended June 30, 2026, compared to $17.1 million for the six months ended June 30, 2025, a decrease of $4.7 million, or 28%. The majority of the year-over-year decline reflects the Company's continued strategic shift away from SMB and emerging customers toward larger enterprise relationships. Revenue from enterprise customers increased compared to the prior-year period but was lower than anticipated, reflecting modest softness in customer spending and the timing of certain campaign launches and project-related delays.

Added

Cost of Revenue

Added

Cost of revenue totaled $7.2 million for the six months ended June 30, 2026, compared to $8.8 million for the six months ended June 30, 2025, representing a decrease of $1.6 million, or 18%, year over year. The decrease primarily reflects lower campaign delivery volume and reduced variable costs associated with servicing client campaigns. The decline was partially offset by payroll and other delivery costs that did not decrease proportionately with revenue.

Added

Sales and Marketing

Added

Sales and marketing expense for the six months ended June 30, 2026, decreased by $0.4 million, or approximately 19%, compared to the same period in 2025. The decline was primarily attributable to lower payroll and related costs resulting from reduced headcount and the effects of prior workforce reductions. This reduction was partially offset by higher stock-based compensation and additional spending on advertising and travel to support growth initiatives. Investor relations expense also declined modestly from the prior-year period.

Added

General and Administrative

Added

General and administrative expense for the six months ended June 30, 2026, decreased by $0.5 million, or approximately 8%, compared to the same period in 2025. The decrease primarily reflects the benefits of ongoing cost management initiatives, including targeted workforce reductions, together with reduced use of external contractors, lower professional service fees, and decreased software licensing expenses.

Added

Depreciation and Amortization

Added

Depreciation and amortization expense increased by less than $0.1 million, or 9% for the six months ended June 30, 2026, compared to the same period in 2025. The increase was driven by a modest increase in amortization of internal-use software development costs, which approximated $0.3 million in both periods but increased due to additional internally developed software features being placed into service. This increase was partially offset by lower depreciation expense, which remained less than $0.1 million in both periods as certain property and equipment became fully depreciated.

Added

Other Income, Net

Added

Interest expense remained less than $0.1 million for the six months ended June 30, 2026 and June 30, 2025, reflecting the absence of significant outstanding borrowings during either period.

Added

Other income, net totaled $0.8 million for the six months ended June 30, 2026, compared to $1.0 million in the prior year period, primarily from lower investment portfolio interest income.

Added

Net Income (Loss)

Added

Net loss for the six months ended June 30, 2026 was $1.5 million, compared to net income of $1.1 million for the same period in 2025. This $2.5 million decline in operating results was attributable to the changes in revenue and operating expenses discussed above.

Added

Total Comprehensive Income (Loss)

Added

Total comprehensive loss for the six months ended June 30, 2026 was $1.5 million, compared to comprehensive income of $0.9 million for the same period in 2025. The changes to total comprehensive loss are primarily driven by an increase in net loss and a change in foreign currency translation adjustments.

Reworded

We use the Managed Services Bookings metric to plan staffing, assess cohort trends that inform our go-to-market strategy, and guide product development efforts. Managed Services Bookings for the three months ended MarchJune 31,30, 2026 and 2025, were $6.3$4.5 million and $7.5$5.6 million, respectively. The year-over-year decline primarily reflects the Company's continued strategic shift away from SMB and emerging customers toward larger enterprise relationships. The decline was primarilyalso dueinfluenced toby modest softness in enterprise demand and the timing of contract timingawards differenceswithin with several of ourcertain enterprise accounts,accounts which we expect to contribute to growth induring the current year.quarter.

Reworded

The following table sets forth a reconciliation from the GAAP measurement of net income (loss) to our non-GAAP financial measure of Adjusted EBITDA for the three and six months ended MarchJune 31,30, 2026,2026 and 2025:

Reworded

The Company’s primary cashliquidity needs have historically beenconsisted of funding the development and integration of our technology platforms, sales and marketing expenses,activities, and general and administrative (“G&A”) expenses, including salaries,employee bonuses,compensation. andAlthough commissions. Thethe Company has incurred losses and negative operating cash flowflows from operations forduring most periods since inception, primarily the result of costs associated with third-party creators, salaries, bonuses and stock-based compensation, and other G&A expenses, including technology and development costs, which has resulted in a total accumulated deficit of $105.0 million as of March 31, 2026. While we have not yet achieved consistent profitability, and we will continue to invest in areas we expect will help us grow, we believe we have sufficient resources to fund operations and planned investments for at least the next twelve months.

Reworded

We had cashCash and cash equivalents oftotaled $46.5$46.6 million as of MarchJune 31,30, 2026, as compared towith $50.9 million as of December 31, 2025. The $4.4$4.3 million decrease was primarily drivendue byto ancash increaseused in accountsoperating receivableactivities, capitalized software development costs, and the payoutrepurchases of accrued 2025 incentive compensation during the currentCompany’s quarter.common stock under its share repurchase program.

Reworded

Net cash used byin operating activities was $4.0$2.7 million during the threesix months ended MarchJune 31,30, 2026, primarily drivenreflecting bythe Company’s net loss of $0.8 million and unfavorablechanges in working capital changes, including a $2.5 million increase in accounts receivable and a $1.6 million decrease in accrued expenses. These uses of cash werecapital, partially offset by non-cash items,charges, including $0.4 million of stock-based compensation and $0.1 million of depreciation and amortization, as well as a $0.1 million decrease in prepaid expenses and a $0.2 million increase in deferred revenue.amortization. Net cash used byin investing activities was $0.2$0.6 million during the threesix months ended MarchJune 31,30, 2026, primarily duerelated to investment incapitalized software development.development costs. Net cash used forin financing activities during the threesix months ended MarchJune 31,30, 2026 was $0.2$1.0 million, primarily driven by repurchases of the Company's common stock under its share repurchase program and payments on shares withheld for statutory taxes.

Added

We expect operating expenses to increase over time as we continue to invest in our technology platform, support future revenue growth, and fund the working capital requirements of our business. Based on our current operating plan, we believe our existing cash resources are sufficient to fund operations and planned investments beyond the next twelve months. We also continue to evaluate strategic growth opportunities, including potential acquisitions, which we believe represent an important component of our long-term growth strategy. Depending on the size, timing, and structure of any future transaction, additional capital may be required. Should additional capital be required, we expect to source it through a combination of equity, equity-linked, or debt financing.

Removed

We anticipate that our operating expenses will increase over time to support higher revenue and the working capital financing required as we continue to expand our business. We currently believe that we have adequate cash to fund our business growth beyond the next twelve months; however, should additional capital become necessary, we expect these funds would be financed predominantly through proceeds from future equity, equity-based, or debt offerings, unless and until our operations are profitable and sustain our ongoing capital needs. As a result, our business success could significantly depend upon our ability to obtain the funding necessary to support our operations.

Added

Beginning in early 2025, we realigned our commercial model to focus on larger, recurring enterprise customers while reducing our emphasis on lower-value, project-based engagements, a transition that continued to affect comparative revenue during the first half of 2026. During the second quarter, we also experienced slower customer commitments amid continued economic uncertainty, resulting in lower booking activity that is expected to continue influencing near-term revenue trends.

Added

While early third-quarter customer activity has been encouraging, the timing of campaign launches may result in the related revenue being recognized later in the year.

Removed

Beginning in early 2025, we implemented a new account management model, redirecting our focus and resources primarily toward larger, more valuable recurring accounts - our core enterprise customers - while reducing the selling and delivery resources previously devoted to cost-intensive, lower-value or project-based accounts with limited repeat business. This strategic realignment reduced current-year contract bookings while significantly improving profitability and strengthening our foundation for sustainable growth. We believe that our bookings will show comparative growth mid-2026.

Reworded

Revenue from Managed Services revenue decreased 17%27.7% for the threesix months ended MarchJune 31,30, 2026, compared to the prior-year period, primarily reflecting the continued effects of our deliberatestrategic shiftrealignment toward larger enterprise customerscustomers, together with modest softness in enterprise demand and awaythe fromtiming non-core,of lower-margincontract work,awards aswith wecertain prioritizeenterprise higher-quality, more sustainable, and more profitable revenue.accounts.

Reworded

Adjusted EBITDA was a loss increasedof to $0.5$1.0 million for the threesix months ended MarchJune 31,30, 2026, compared to thepositive lossAdjusted EBITDA of $0.1$1.2 million in the prior year period, primarily reflecting lower comparative revenue, partially offset by a reduction inreduced operating costs.

Added

We remain focused on expanding relationships with our core enterprise customers and pursuing additional business development opportunities. However, enterprise contract awards and campaign activity have remained slower than previously anticipated, and the timing of those awards continues to affect quarterly bookings and revenue. Because Managed Services revenue is generally recognized over an average period of approximately seven months following contract execution, improvements in bookings may not immediately translate into revenue growth within the current fiscal year.

Added

We expect operating expenses to remain disciplined while continuing to make targeted investments that support our long-term growth strategies. We believe our current cost structure is better aligned with our business and provides flexibility as market conditions evolve.

Removed

We expect growth opportunities in our core enterprise accounts, along with other business development activities, to support profitable organic growth over the next twelve months, although growth may not occur consistently each quarter. As Managed Services revenue is recognized over time and typically lags contract bookings by approximately seven months, results for the first half of 2025 included revenue recognized from non-core customer contracts booked in 2024 that remained in backlog at the start of 2025. As those contracts have rolled off, year-over-year revenue comparisons in the first half of 2026 have been and are expected to remain lower. We anticipate more favorable comparisons in the second half of 2026 as revenue increasingly reflects our current mix of core enterprise engagements.

Removed

Operating expenses are expected to increase gradually over the next twelve months as we invest in expansion; however, we believe our current cost structure is better aligned to scale efficiently, limiting the recurrence of historical cash losses and reducing the strain on working capital as the business grows.

Reworded

We believe our cash and cash equivalents are sufficient to fund plannedour growthoperating and strategic initiatives over the next twelve months. If additional capital is needed,required, we expect to obtainpursue itfinancing primarilyalternatives, throughincluding equity, equity-linked notes,securities, or debtdebt, financingas until our operations generate sufficient profitability to meet ongoing capital requirements.appropriate.

Reworded

The Company did not engage in any “off-balance sheet arrangements” (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of MarchJune 31,30, 2026.

IZEA insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-09-30Bonchristiano Antonio
Director
Grant/award
10b5-1 plan
5,976— —41,714 SEC
2026-09-30Brady Brian W
Director
Grant/award
10b5-1 plan
5,976— —470,749 SEC
2026-09-30Gardner Lindsay A
Director
Grant/award
10b5-1 plan
5,976— —141,314 SEC
2026-09-30Boscolo Rodrigo
Director
Grant/award
10b5-1 plan
5,976— —41,714 SEC
2026-09-30Rua Daniel R
Director
Grant/award
10b5-1 plan
5,976— —107,020 SEC
2026-09-30Caron John H
Director
Grant/award
10b5-1 plan
5,976— —116,445 SEC
2026-09-30Biere Peter
Chief Financial Officer
Option exercise 200— —121,623 SEC
2026-09-30Biere Peter
Chief Financial Officer
Option exercise 2,242— —123,865 SEC
2026-09-30Biere Peter
Chief Financial Officer
Shares withheld for tax 1,519$2.51 $3.8K122,346 SEC
2026-08-31Biere Peter
Chief Financial Officer
Option exercise 200— —121,472 SEC
2026-08-31Biere Peter
Chief Financial Officer
Shares withheld for tax 49$3.04 $149121,423 SEC
2026-07-31Venetucci Patrick James
Chief Executive Officer
Option exercise 30,650— —373,332 SEC
2026-07-31Venetucci Patrick James
Chief Executive Officer
Shares withheld for tax 13,072$3.46 $45.2K360,260 SEC
2026-07-31Biere Peter
Chief Financial Officer
Option exercise 2,454— —113,153 SEC
2026-07-31Biere Peter
Chief Financial Officer
Shares withheld for tax 7,184$3.46 $24.9K121,272 SEC
2026-07-31Biere Peter
Chief Financial Officer
Option exercise 2,145— —117,072 SEC
2026-07-31Biere Peter
Chief Financial Officer
Option exercise 1,737— —118,809 SEC
2026-07-31Biere Peter
Chief Financial Officer
Option exercise 1,974— —120,783 SEC
2026-07-31Biere Peter
Chief Financial Officer
Option exercise 2,383— —123,166 SEC
2026-07-31Biere Peter
Chief Financial Officer
Option exercise 5,290— —128,456 SEC
2026-07-31Biere Peter
Chief Financial Officer
Option exercise 2,284— —110,699 SEC
2026-07-31Biere Peter
Chief Financial Officer
Option exercise 200— —108,415 SEC
2026-07-31Biere Peter
Chief Financial Officer
Option exercise 1,774— —114,927 SEC
2026-06-30Caron John H
Director
Grant/award
10b5-1 plan
4,054— —110,469 SEC
2026-06-30Rua Daniel R
Director
Grant/award
10b5-1 plan
4,054— —101,044 SEC
2026-06-30Boscolo Rodrigo
Director
Grant/award
10b5-1 plan
4,054— —35,738 SEC
2026-06-30Gardner Lindsay A
Director
Grant/award
10b5-1 plan
4,054— —135,338 SEC
2026-06-30Brady Brian W
Director
Grant/award
10b5-1 plan
4,054— —464,773 SEC
2026-06-30Bonchristiano Antonio
Director
Grant/award
10b5-1 plan
4,054— —35,738 SEC
2026-06-30Biere Peter
Chief Financial Officer
Option exercise 200— —106,587 SEC
2026-06-30Biere Peter
Chief Financial Officer
Shares withheld for tax 614$3.70 $2.3K108,215 SEC
2026-06-30Biere Peter
Chief Financial Officer
Option exercise 2,242— —108,829 SEC
2026-05-31Biere Peter
Chief Financial Officer
Shares withheld for tax 49$3.69 $181106,387 SEC
2026-05-31Biere Peter
Chief Financial Officer
Option exercise 200— —106,436 SEC
2026-04-30Venetucci Patrick James
Chief Executive Officer
Option exercise
10b5-1 plan
30,650— —356,260 SEC
2026-04-30Venetucci Patrick James
Chief Executive Officer
Shares withheld for tax
10b5-1 plan
13,578$4.10 $55.7K342,682 SEC
2026-04-30Biere Peter
Chief Financial Officer
Option exercise 1,973— —105,437 SEC
2026-04-30Biere Peter
Chief Financial Officer
Option exercise 1,737— —103,464 SEC
2026-04-30Biere Peter
Chief Financial Officer
Option exercise 9,533— —114,970 SEC
2026-04-30Biere Peter
Chief Financial Officer
Option exercise 200— —93,068 SEC
2026-04-30Biere Peter
Chief Financial Officer
Shares withheld for tax 8,734$4.10 $35.8K106,236 SEC
2026-04-30Biere Peter
Chief Financial Officer
Option exercise 2,284— —95,352 SEC
2026-04-30Biere Peter
Chief Financial Officer
Option exercise 2,455— —97,807 SEC
2026-04-30Biere Peter
Chief Financial Officer
Option exercise 1,775— —99,582 SEC
2026-04-30Biere Peter
Chief Financial Officer
Option exercise 79— —92,868 SEC
2026-04-30Biere Peter
Chief Financial Officer
Option exercise 2,145— —101,727 SEC

Well-known investors holding IZEA (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Renaissance Technologies COM NEW2026-06-30101,240$374.6K0.0%Reduced 31%
Citadel Advisors (Ken Griffin) COM NEW2026-06-3035,836$132.6K0.0%New position

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when IZEA files, watchlists and downloadable comparisons.