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

While no customer accounted for more than 10% of our revenue for the year ended December 31, 2025 and the threesix months ended MarchJune 31,30, 2026, our top ten customers collectively accounted for approximately 17% and 19%,20%, respectively, of our revenue for the same periods. We expect to continue to generate a significant portion of our revenue from these customers for the foreseeable future. At present, almost all of our customers are not subject to committed contracts with us. There are inherent risks whenever a large percentage of total revenues are concentrated with a limited number of customers. If any of our significant customers were to reduce or cease their usage of our platform, it may have an outsized effect on our revenue, thereby adversely affecting our business, results of operation, and financial condition.

The continued growth in our business may place demands on our infrastructure and our operational, managerial, administrative, and financial resources. Our success will depend on the ability of our management to manage growth effectively. Among other things, this will require us at various times to:

We utilize IT Systems, applications and websites that allow for the storage and transmission of personal information about our customers, audiences, employees and other third parties, as well as proprietary and confidential business information. As such, we have been, and we and certain of our third-party providers aremay in the future be a potential target for cyberattacks and other cybersecurity incidents, and face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our and our third party providers’ IT Systems. In addition, measures we, our customers or third parties that host our data may implement, and the underlying IT Systems have been and may in the future be vulnerable to attemptedattacks. Such attacks that maycan take a variety of forms, includingincluding, but not limited to, denial of service attacks, infrastructure attacks, botnets, malicious file attacks, cross-site scripting, credential abuse, ransomware attacks, bugs, viruses, worms, malicious software programs, data breaches, and other cybersecurity incidents. We have been subject to a cyber attack. Further, techniques are constantly evolving and becoming increasingly diverse and sophisticated and are often unrecognizable until launched against a target. Techniques couldinvolve, involvefor example, denial-of-service attacks or other maneuvers that have the effect of disabling, degrading or disrupting the availability of services on our platform, which could seriously harm our reputation and business. As such, we cannot ensure that we will be able to anticipate, investigate, remediate, or recover from future attacks or incidents, or to avoid material impacts to our IT Systems. Other types of attacks could harm us even if our platform operations are left undisturbed. For example, attacks may be designed to deceive team members into releasing control of their systems to a hacker, while others mayhave aim to introduceintroduced computer viruses or malware into our systems with a view to stealing confidential, proprietary or personal information. Additionally, we and our third-party providers may experience increased threats due to workforces operating remotely, including in light of our fully remote work environment. We are also vulnerable to unintentional errors or malicious actions by persons with authorized access to our systems that exceed the scope of their access rights, distribute data erroneously, or, unintentionally or intentionally, interfere with the intended operations of our platform. Any cyberattack or cybersecurity incident can give rise to a variety of losses and costs, including legal exposure, and regulatory fines, damages to reputation, amongst others.

We believe our corporate culture has been a critical component of our success as we believe it fosters innovation, creativity, and teamwork across our business, helping to drive our success. We intend to expand our overall headcount and operations both domestically and internationally,internationally over time, with no assurance that we will be able to do so while effectively maintaining our corporate culture. The difficulty of maintaining our culture is compounded by our entirely remote work environment, as any expansion is done without the inherent team-building features of a communal office atmosphere. As we expand and change, in particular across multiple geographies or following acquisitions, it may be difficult to preserve our corporate culture, which could reduce our ability to innovate, create, and operate effectively. In turn, the failure to preserve our culture could adversely affect our business, results of operations, and financial condition by negatively affecting our ability to attract, recruit, integrate and retain team members, continue to perform at current levels, and effectively execute our business strategy.

In addition, as a public company we will be required to document and test our internal control over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act so that our management can certify as to the effectiveness of our internal control over financial reporting by the time our second annual report is filed with the SEC and annually thereafter, which will require us to document and make significant changes to our internal control over financial reporting. Likewise, our independent registered public accounting firm will be required to provide an attestation report on the effectiveness of our internal control over financial reporting at such time as weprovided cease to be an “emerging growth company,” as defined inunder the JOBSSEC’s Act,rules and we become an accelerated or large accelerated filer. As described above, we could potentially qualify as an “emerging growth company” until as late as the last day of our fiscal year following the fifth anniversary of the completion of our initial public offering.regulations. At such time, our independent registered public accounting firm maycould issue a report that is adverse in the event it is not satisfied with the level at which our internal controls over financial reporting are documented, designed, or operating.

In the United States, the regulatory framework for AI Technologies faces significant uncertainty. At the federal level, Congress has yet to enact meaningful AI legislation. Instead, federal policy on AI has been shaped by a series of executive orders that have shifted priorities and requirements substantially depending on the administration in power. In the absence of federal AI legislation states have filled the void by enacting laws regulating different aspects of AI Technologies. For example, California has enacted laws and regulations related to AI safety protocols, reporting and transparency, among other AI-related topics. In addition, Colorado’s Artificial Intelligence Act will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination (among other requirements), Utah’s Artificial Intelligence Policy Act establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interaction, and the Texas Responsible Artificial Intelligence Governance Act prohibits the development and deployment of AI systems for certain purposes while establishing a regulatory sandbox.

Our Class A common stock has one vote per share and our Class B common stock has 10 votes per share. As of MarchJune 31,30, 2026, the holders of our outstanding Class B common stock held 68% of the voting power of our outstanding capital stock, which voting power may increase over time as Mr. Douglas exercises his options that are exercisable for shares of our Class B common stock. If all such outstanding options held by Mr. Douglas had been exercised for shares of our Class B common stock as of MarchJune 31,30, 2026, the shares held by Mr. Douglas would represent 40% of the voting power of our outstanding capital stock. As a result, Mr. Douglas and our principal stockholders will be able to exert significant influence over us and, if acting together, will be able to control matters requiring stockholder approval, including the election of our board of directors, the adoption of amendments to our Amended and Restated Certificate of Incorporation (as currently in effect, the "“Certificate of Incorporation"”) and our Amended and Restated Bylaws (as currently in effect, the "“Bylaws"”) and the approval of any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. The interests of these stockholders may not always coincide with, and in some cases may conflict with, our interests and the interests of our other stockholders. For instance, these stockholders could attempt to delay or prevent a change in control of our company, even if such change in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their common stock. This concentration of ownership may also affect the prevailing market price of our common stock due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in your best interests.

Future sales of a substantial number of shares of our Class A common stock in the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales could occur, could adversely affect the market price of our Class A common stock and may make it more difficult for you to sell your Class A common stock at a time and price that you deem appropriate. As of MarchJune 31,30, 2026, we had an aggregate of 61,008,79261,298,300 shares of our Class A common stock outstanding, of which 16,549,2225,257,914 was held by affiliates.

As of MarchJune 31,30, 2026, we had 10,228,91510,050,020 shares of our Class A common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $12.00$11.72 per share, 5,634,1536,004,142 of which were vested as of such date, and additional shares of our common stock reserved for future issuance under our 2025 Incentive Award Plan. As of MarchJune 31,30, 2026, we had 11,810,410 shares of our Class B common stock issuable upon the exercise of outstanding options at a weighted average exercise price of $3.79 per share, 4,724,164 of which were vested as of such date. As of MarchJune 31,30, 2026, we had 3,955,700 shares of restricted stock that are legally issued and outstanding and votable, but are not reflected as outstanding shares on the consolidated balance sheets. Any additional shares of our Class A common stock and our Class B common stock that we issue, including under our equity incentive plans that we may adopt in the future would dilute the percentage ownership and voting power held by the investors who purchase Class A common stock.

For so long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various requirements that are applicable to public companies that are not “emerging growth companies.” These provisions currently include, among other exemptions, that:

We may take advantage of these exemptions until the last day of our fiscal year following the fifth anniversary of the closing of our initial public offering or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company if (i) we have $1.235 billion or more in annual revenue in any fiscal year, (ii) if we qualify as a “large accelerated filer,filer” as defined in the rules under the Exchange Act, which,which will occur ifif, as of fiscal year end, the market value of our Class A common stock held by non-affiliates exceeds $700 million as of the end of our most recently completed second fiscal quarter, we have been subject to the Exchange Act reporting requirements for at least 12 calendar months and we have filed at least one Annual Report on Form 10-K, or (iii) we issue more than $1.0 billion of non-convertible debt over a three-year period. We have elected to take advantage of certain of the reduced reporting and other obligations described above and intend to take advantage of reduced reporting requirements in the future for so long as we are able to do so. The JOBS Act also permits an emerging growth company like us to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards until the earlier of the date we (x) are no longer an emerging growth company, or (y) affirmatively and irrevocably opt-out of the extended transition period provided in the JOBS Act. As a result, our consolidated financial statements and the reported results of operations contained therein may not be directly comparable to those of other public companies.

Since 2019, our PTV Customers increased from 142 to 3,8744,225 in the twelve months ended MarchJune 31,30, 2026. Our PTV Customers increased 46.4%39.9% in the twelve months ended MarchJune 31,30, 2026 from the twelve months ended MarchJune 31,30, 2025. We attribute this growth to new customer acquisitions due to continued customer adoption of PTV and our continued expansion of our overall SMB footprint, including small businesses.

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

As of MarchJune 31,30, 2026, we had 542451 full-time team members. Hiring productive and diverse talent is a key driver of our success and we expect to continue tostrategically grow headcount as our business scales. We plan to further invest in research and development to extend our data and technology lead and to enhance our platform. We also expect to incur additional general and administrative expenses to support our growth as a publicly traded company. Our headcount may increase through direct hires or through acquisitions of companies or teams.

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

Cost of revenues consists primarily of hosting costs, data costs, third-party service fees, production costs from contracts in which we act as the principal, and personnel costs. Personnel costs included in cost of revenues include salaries, benefits, bonuses, and stock-based compensation and are primarily attributable to personnel who support our platform and who design and manage the production of video ads. We capitalize costs associated with software that is developed or obtained for internal use and amortize the costs associated with our revenue-producing platform in cost of revenues over their estimated useful lives. Certain costs are relatively fixed in nature and do not necessarily fluctuate directly with the level of revenue in a given period. Although we expect that the long-term cost of revenues will remain relatively consistent as a percentage of revenues it may fluctuate from period-to-period as a result of the level and timing of costs to support our platform.

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

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

Revenue increased $9.2$14.1 million, or 14.2%,20.6%, to $73.7$82.5 million for the three months ended MarchJune 31,30, 2026, compared to $64.5$68.5 million for the three months ended MarchJune 31,30, 2025. The increase was due primarily to an increase of $15.0$14.2 million in revenue generated from PTV,PTV. driven by a 26% increase in activeActive PTV customers increased 24% between the periods in comparison and $1.7 million in revenue recognized during the three months ended March 31, 2026 related to the expiration of unused creative credits associated with amended contracts in the period.comparison. The increase in active PTV customers was offset by a decrease in average spend per customer as we continued to expand our overall SMB footprint, including small businesses. Additionally, creative and production revenues decreased $4.1 million and $1.8 million, respectively, primarily due to the divestiture of Maximum Effort Marketing on April 1, 2025.

Technology and development expense increased $5.0$5.6 million, or 52.1%,52.4%, to $14.6$16.4 million for the three months ended MarchJune 31,30, 2026, compared to $9.6$10.7 million for the three months ended MarchJune 31,30, 2025. The increase was primarily due to an increase in personnel costs of $4.4$4.3 million attributable to increased headcount to maintain and support further development of our platform. Technology and development headcount increased by 23%13% between the periods in comparison as we continued to grow our engineering team to support the growth of our product. The remaining $0.6$1.0 million increase was driven by investment in incremental tools to support the development of our platform.

Sales and marketing expense increased $2.0$4.2 million, or 9.4%,17.5%, to $23.7$28.6 million for the three months ended MarchJune 31,30, 2026, compared to $21.7$24.3 million for the three months ended MarchJune 31,30, 2025. This was primarily due to a plannedan increase in thirdstock-based partycompensation of $3.4 million driven by a marketing spendservices ofagreement $1.9entered millioninto induring orderthe to drive customer and revenue growth, including $0.8 million in brand marketing spend, coupledperiod with a $0.6contractor, an increase in partnership commissions of $1.2 million and a $0.5 million increase in SaaS tools to support the growth of the business. PartiallyThese offsettingincreases thewere increasepartially was a decrease in personnel costs of $1.0 million drivenoffset by a decrease in averagemarketing headcountspend of 7% period over period and a decline in sponsorships of $0.5$1.3 million.

Amortization of acquired intangibles remained flat at $0.7 million for both the three months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 as there were no changes to acquired intangibles quarter-over-quarter.

Interest income (expense), net changed favorably by $3.0$4.4 million, or 262.5%,977.6%, to interest income of $1.9$3.9 million for the threesix months ended MarchJune 31,30, 2026, compared to interest expense of $1.2$0.4 million for the threesix months ended MarchJune 31,30, 2025. The favorable change was primarily due to a decrease in interest expense on the Convertible Notes of $1.6$2.1 million which were settled on May 23, 2025, resulting in no interest expense for the threesix months ended MarchJune 31,30, 2026. Additionally, interest income increased $1.4$2.3 million due to a higher interest bearing cash balance, which increased as a result of the IPO proceeds and increase in operating cash.

Other income (expense), net primarily consists of fair value adjustments on our warrantswarrants, embedded derivatives, convertible debt and contingent liabilities.liabilities, and a loss on extinguishment of debt. Other expense, net changed favorablyincreased by $16.7$45.4 million,million orto 101.0%,$0.2 million for the threesix months ended MarchJune 31,30, 2026, compared to $45.2 million for the threesix months ended MarchJune 31,30, 2025. We recognized $0.2 million in income during the threesix months ended MarchJune 31,30, 2026, due to the decrease in fair value of contingent liabilities. During the threesix months ended MarchJune 31,30, 2025, we recognized $16.6 million in losses due to fair value adjustments of our embedded derivative liabilities, $5.0 million in losses due to the increase in fair value of our contingent liabilities, $4.4 million due to losses due to the embeddedincrease derivativein liabilities,fair value of our convertible notes, and $0.7 million in losses due to the increase in fair value of our common stock warrants. This was offset by a $7.9 million decrease in the fair value of the Series D Warrants, which were extinguishedmarked to fair value immediately prior to extinguishment upon ourthe IPOIPO. Additionally, we recognized a $26.4 million loss on Maythe 23,extinguishment of the Convertible Notes when they were modified on April 1, 2025.

Income tax provision changed by $7.2 million to a tax expense ofwas $2.9$5.3 million duringfor the threesix months ended MarchJune 31,30, 20262026, fromcompared ato an income tax benefit of $4.3$2.3 million for the six months ended June 30, 2025. The change was due to the pre-tax loss generated during the threesix months ended MarchJune 31,30, 2025.2025, Thewhich increasegenerated inincome tax expensebenefit, wascompared drivento bypre-tax anincome increasegenerated induring the six months ended June 30, 2026, which generated income tax expense. The annual effective tax rate has increased in the current period as a result of projected taxable income, primarily driven by an increase in full-year projected pre-tax book income.income and estimated non-deductible officers’ compensation.

Since inception, we have financed operations to date primarily through cash flow from operating activities, net proceeds received from sales of equity securities andsecurities, borrowings under our Revolving Credit Facility and other indebtedness. We have historically incurred losses from operations and have an accumulated deficit of $252.3$245.6 million as of MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, we had cash and cash equivalents of $213.9$237.3 million, no borrowings outstanding under our Revolving Credit Facility and up to $45.7$48.5 million of borrowing capacity available thereunder.

On December 8, 2025, we entered into an Amended and Restated Business Financing Agreement (the “Revolving Credit Agreement”) with Western Alliance Bank. The Revolving Credit Agreement provides for a senior secured asset-based revolving credit facility (the “Revolving Credit Facility”), pursuant to which we may initially incur up to $50.0 million aggregate principal amount of revolver borrowings and have the option to request from time to time up to an additional $30.0 million in borrowings. The Revolving Credit Facility matures on May 28, 2029. The amount of borrowing availability under the Revolving Credit Facility is based on our accounts receivable balance, reduced by reserves. As of MarchJune 31,30, 2026 and December 31, 2025, we had no outstanding borrowings under the Revolving Credit Facility and up to $45.7$48.5 million of borrowings available.

Net cash provided by operating activities was $7.1$34.0 million for the threesix months ended MarchJune 31,30, 2026, as compared to $2.0$17.6 million for the threesix months ended MarchJune 31,30, 2025. The increase in cash provided of $5.1$16.4 million was primarily due to a $17.3$20.7 million increase in operating income partially offset by a decrease in stock-based compensation of $10.2$9.1 million.

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

Net cash used in investing activities was $3.4$7.0 million for the threesix months ended MarchJune 31,30, 2026, as compared to $3.0$15.8 million for the threesix months ended MarchJune 31,30, 2025. The increasedecrease in cash used was due to the issuance of $9.6 million in notes receivable during the six months ended June 20, 2025, partially offset by an $0.8 million increase in costs capitalized for internal use software during the threesix months ended MarchJune 31,30, 2026.

During the threesix months ended MarchJune 31,30, 2026 and 2025, net cash provided by financing activities consisted of activity related to stock-based compensation plans.plans Netand cashproceeds providedfrom the IPO, offset by financingpayments activitiesof wasIPO $0.1costs, millionsettlement forof convertible debt and the three months ended March 31, 2026 compared to $0.7 million for the three months ended March 31, 2025. The decreaserepurchase of $0.6common million was due to fewer exercises of employee stock options.stock.

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

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