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What changed in COMSCORE, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of COMSCORE, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+341 added−377 removedSource: 10-K (2026-03-26) vs 10-K (2025-03-06)

Top changes in COMSCORE, INC.'s 2025 10-K

341 paragraphs added · 377 removed · 279 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

56 edited+20 added−32 removed57 unchanged
Biggest changeWithin the Content Activation suite, Predictive Audiences delivers contextually delivered, ID-free segments based on granular audience behaviors. • CCR, which expands upon validated Campaign Essentials ("vCE") verification of mobile and desktop video campaigns with the addition of video advertising delivered via digital, CTV and TV and provides unduplicated reporting that enables ad buyers and sellers to negotiate and evaluate campaigns across media platforms.
Biggest changeWithin the Content Activation suite, Predictive Audiences provides contextually delivered, ID-free segments based on granular audience behaviors. • Cross-Platform Campaign Results, or CCR, which provides verification and measurement of video advertising delivered via mobile, desktop, digital, linear TV and CTV, resulting in unduplicated reporting that enables ad buyers and sellers to negotiate and evaluate campaigns across media platforms. • Comscore Content Measurement, or CCM, which measures the audiences for content across linear TV, CTV and digital, providing unduplicated reporting that allows the buyers and sellers of advertising to understand the total reach of a given program or piece of content across the platforms where it is available.
Advertising exposure and effectiveness is another rapidly changing and fragmented area where we apply scale for validation and campaign measurement across devices, platforms and ecosystem technology providers. We believe this fragmentation presents major challenges to using legacy measurement systems that are comprised of relatively small panels of cooperating consumers or limited to specific media platforms.
Advertising exposure and effectiveness is another rapidly changing and fragmented area where we apply scale for validation and campaign measurement across devices, platforms and ecosystem technology providers. We believe this fragmentation presents major challenges to using legacy measurement systems that are comprised of relatively small panels of cooperating consumers or are limited to specific media platforms.
We continue to invest in technologies to enable large-scale measurement with protection of consumer privacy and attractive economics. Our systems contain multiple redundancies and advanced distributed processing technologies. We have created innovations such as: • Our Unified Digital Measurement ® ("UDM") methodology, which allows us to combine person-centric panel data with website server data.
We continue to invest in technologies to enable large-scale measurement with protection of consumer privacy and attractive economics. Our systems contain multiple redundancies and advanced distributed processing technologies. We have created innovations such as: • Our Unified Digital Measurement ® methodology, which allows us to combine person-centric panel data with website server data.
Locations and Geographic Areas We are located around the globe with employees in 15 countries. Our primary geographic market for employees is the United States, followed by Asia, Europe, Latin America and Canada. For information with respect to sales by geographic markets, refer to Footnote 3 , Revenue Recognition, of the Notes to Consolidated Financial Statements.
Locations and Geographic Areas We are located around the globe with employees in 14 countries. Our primary geographic market for employees is the United States, followed by Asia, Europe, Latin America and Canada. For information with respect to sales by geographic markets, refer to Footnote 3 , Revenue Recognition, of the Notes to Consolidated Financial Statements.
In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there have been expanded enforcement efforts in this area. A number of U.S. states have also adopted comprehensive privacy laws governing the collection and use of personal information, with more expected in 2025 and beyond.
In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there have been expanded enforcement efforts in this area. A number of U.S. states have also adopted comprehensive privacy laws governing the collection and use of personal information, with more expected in 2026 and beyond.
We believe this gives our customers greater accuracy, granularity and relevance in audience measurement. • Our TV measurement systems, underpinned by multiple patents, which enable us to provide a consistent measurement of TV audience sizes across national, local, and addressable television to customers evaluating programming as well as customers selling and buying TV advertising. • An ability to de-duplicate audiences across platforms, which is based on direct observations within our consumer panel and census data combined with proprietary data science.
We believe this gives our customers greater accuracy, granularity and relevance in audience measurement. • Our TV measurement systems, underpinned by multiple patents, which enable us to provide a consistent measurement of TV audience sizes across national, local, and addressable television to customers evaluating programming as well as customers selling and buying TV advertising. • An ability to deduplicate audiences across platforms, which is based on direct observations within our consumer panel and census data combined with proprietary data science.
This de-duplication allows us to measure the reach and frequency of advertising and content exposure across platforms and over time. • An ability to capture the full content of a website or app session, which allows us to measure activity beyond page views such as purchase transactions, application submissions and product configurations. • An ability to harness the power of artificial intelligence, or AI, to intelligently contextualize massive amounts of web and video content, which allows us to inform targeted and brand-safe advertising.
This deduplication allows us to measure the reach and frequency of advertising and content exposure across platforms and over time. • An ability to capture the full content of a website or app session, which allows us to measure activity beyond page views such as purchase transactions, application submissions and product configurations. • An ability to harness the power of artificial intelligence, or AI, to intelligently contextualize massive amounts of web and video content, which allows us to inform targeted and brand-safe advertising.
In parallel, our work with existing and new partners to collaborate and test emerging solutions is intended to expand the reach of our large-scale integrations. We are creating measurement innovations designed to produce stronger products engineered for privacy-first methodologies.
In parallel, our work with existing and new partners to collaborate and test emerging solutions is intended to expand the reach of our large-scale integrations. We are creating measurement innovations designed to produce stronger products engineered for privacy-centric methodologies.
We had no safety incidents reported in 2024. Diversity and Inclusion We strive to build and develop a workforce that reflects diversity, equity, and inclusion at all levels of the organization in accordance with applicable law.
We had no safety incidents reported in 2025. Diversity and Inclusion We strive to build and develop a workforce that reflects diversity, equity, and inclusion at all levels of the organization in accordance with applicable law.
Applications include path-to-purchase analyses, competitive benchmarking, market segmentation studies, and branded content analytics. 4 Table of Conte nt s • Lift Models, which measure the impact of advertising on a brand across multiple behavioral and attitudinal dimensions such as brand awareness, purchase intent, online visitation, online and offline purchase behavior and retail store visitation, enabling customers to fine tune campaign strategy and execution. • Total Home Panel Suite, including CTV Intelligence and Connected Home, which capture CTV and IOT device usage and content consumption.
Applications include path-to-purchase analyses, competitive benchmarking, market segmentation studies, and branded content analytics. • Lift Models, which measure the impact of advertising on a brand across multiple behavioral and attitudinal dimensions such as brand awareness, purchase intent, online visitation, online and offline purchase behavior and retail store visitation, enabling customers to fine tune campaign strategy and execution. • Total Home Panel Suite, including CTV Intelligence and Connected Home, which capture CTV and IOT device usage and content consumption.
Our employee population, which is comprised 93% of full-time employees and 7% of part-time employees, is dispersed across the globe, as outlined below as of December 31, 2024.
Our employee population, which is comprised 93% of full-time employees and 7% of part-time employees, is dispersed across the globe, as outlined below as of December 31, 2025.
These products also provide competitive intelligence such as cross-site visiting patterns, traffic source/loss reporting and local market trends. • Video Metrix Multi-Platform, which delivers unduplicated measurement of digital video consumption across computer, smartphone, tablet and CTV devices and provides TV-comparable reach and engagement metrics, as well as audience demographics. • Plan Metrix, which provides an understanding of consumer lifestyle, buying and other consumption habits, online and offline, by integrating attitudes and interests with online behavior and provides customers with insight into patterns and trends needed to develop and execute advertising and marketing campaigns. • Cross-Platform Content Ratings, which provide a deduplicated view of audiences' media consumption across TV, digital, CTV and social platforms. • OnDemand Essentials, which provides multichannel video programming distributors and content providers with transactional tracking and reporting based on millions of television screens, enabling our customers to plan advertising campaigns that more precisely target consumers watching on-demand video content. • Movie Solutions, including Box Office Essentials and International Box Office Essentials, which provide detailed measurement of domestic and international theatrical gross receipts and attendance, with movie-specific information across the globe; PostTrak, which is an exit polling service that reports audience demographics and the aspects of each title that trigger interest and attendance; and Swift, which is an electronic box office reporting system that facilitates the flow of reconciled theater-level ticket transactions. • Hollywood Software Suite, including Comscore Theatrical Distribution System ("TDS"), Comscore Exhibitor Management System ("EMS"), Comscore Enterprise Web, and Cinema Auditorium Control Engine ("ACE").
These products also provide competitive intelligence such as cross-site visiting patterns, traffic source/loss reporting and local market trends. • Video Metrix Multi-Platform, which delivers unduplicated measurement of digital video consumption across computer, smartphone, tablet and CTV devices and provides TV-comparable reach and engagement metrics, as well as audience demographics. 3 Table of Conte nt s • Plan Metrix, which provides an understanding of consumer lifestyle, buying and other consumption habits, online and offline, by integrating attitudes and interests with online behavior and provides customers with insight into patterns and trends needed to develop and execute advertising and marketing campaigns. • OnDemand Essentials, which provides multichannel video programming distributors and content providers with transactional tracking and reporting based on millions of television screens, enabling our customers to plan advertising campaigns that more precisely target consumers watching on-demand video content. • Movie Solutions, including Box Office Essentials and International Box Office Essentials, which provide detailed measurement of domestic and international theatrical gross receipts and attendance, with movie-specific information across the globe; PostTrak, which is an exit polling service that reports audience demographics and the aspects of each title that trigger interest and attendance; and Swift, which is an electronic box office reporting system that facilitates the flow of reconciled theater-level ticket transactions. • Hollywood Software Suite, including Comscore Theatrical Distribution System ("TDS"), Comscore Exhibitor Management System ("EMS"), Comscore Enterprise Web, and Cinema Auditorium Control Engine ("ACE").
We provide virtual, on-demand learning opportunities to all employees, and we also develop and deliver custom learning programs to meet specific business needs and employee interests. In 2024, approximately 65% of our employees participated in learning activities through the on-demand portal. We believe we have strong labor practices and employee-friendly policies that enable a culture of trust, collaboration, and compliance.
We provide virtual, on-demand learning opportunities to all employees, and we also develop and deliver custom learning programs to meet specific business needs and employee interests. In 2025, approximately 74% of our employees participated in learning activities through the on-demand portal. We believe we have strong labor practices and employee-friendly policies that enable a culture of trust, collaboration, and compliance.
These efforts include original research into the measurement of data overlaps and de-duplication in the measurement of reach. Recent Product Innovation Engineering Products for a Privacy Centric World Our digital measurement is centered upon using first party panel data combined with additional information captured through census measurement and data partnerships.
These efforts include original research into the measurement of data overlaps and deduplication in the measurement of reach. Product Innovation Engineering Products for a Privacy-Centric World Our digital measurement is centered upon using first-party panel data combined with additional information captured through census measurement and data partnerships.
Patents Our patents extend across our data capture and processing techniques and include the following: • Data Collection - metering such as biometrics and audio fingerprinting, tagging such as video viewability, browser optimization, IP obfuscation and TV-off measurement methodology. • Data Processing - traffic and content categorization, demographic attribution, ad effectiveness measurement, data overlap and fusion, invalid traffic detection, data weighting, projection and processing of return path data, and personification of viewership data.
Patents Our patents extend across our data capture and processing techniques and include the following: • Data Collection - metering such as biometrics and audio fingerprinting, tagging such as video viewability, browser optimization, IP obfuscation and TV-off measurement methodology. • Data Processing - traffic and content categorization, demographic attribution, ad effectiveness measurement, data overlap and fusion, invalid traffic detection, data weighting, projection and processing of return path data, and personification of 5 Table of Conte nt s viewership data.
This expands our intelligence to include such activity as game console and Internet of Things ("IOT") device usage. • We collect content and advertising data from major social platforms for measurement, audience, and lift analysis. 2 Table of Conte nt s Data Science and Management The ability to integrate, manage and transform massive amounts of data is core to our company.
This expands our intelligence to include such activity as game console and Internet of Things ("IOT") device usage. • We collect content and advertising data from major social platforms for measurement, audience, and lift analysis. Data Science and Management The ability to integrate, manage and transform massive amounts of data is core to our company.
He also currently serves on the Indiana University Accounting Advisory Board and has previously served on the Clothes to Kids of Colorado and Rocky Mountain PBS boards. He received his Bachelor of Science degree in accounting from Indiana University. Mr. Wendling brings over 25 years of accounting, public reporting and compliance experience to our Board.
He also currently serves on the Indiana University Accounting Advisory Board and has previously served on the Clothes to Kids of Colorado and Rocky Mountain PBS boards. He received his Bachelor of Science degree in accounting from Indiana University. Mr. Wendling brings over 30 years of finance, accounting, M&A, public reporting and compliance experience to our Board.
Human Capital Management Our management of human capital is essential to the success of our company, and our management team is actively engaged in developing a strong, engaged team to execute on our business plans. As of January 31, 2025, we had approximately 1,200 employees.
Human Capital Management Our management of human capital is essential to the success of our company, and our management team is actively engaged in developing a strong, engaged employee base to execute on our business plans. As of January 31, 2026, we had approximately 1,200 employees.
Murphy worked in consumer markets at MCI Communications. He holds an M.B.A. from Harvard Business School and a B.S. in business administration from Georgetown University. Mr. Murphy brings to our Board substantial capital markets, M&A and corporate development experience. Martin (Marty) Patterson has served as a director since March 2021. Mr.
Murphy worked in consumer markets at MCI Communications. He holds an M.B.A. from Harvard Business School and a B.S. in business administration from Georgetown University. Mr. Murphy brings to our Board substantial capital markets, M&A and corporate development experience. Brian Wendling has served as a director since March 2021. Mr.
Prior to Publishers Clearing House, he held a number of senior business development, strategy and marketing roles with digital technology companies. Mr. 8 Table of Conte nt s Bagdasarian is a member of TBD Angels, an angel investor group, and has invested and served as an advisor to several early-stage digital technology companies.
Prior to Publishers Clearing House, he held a number of senior business development, strategy and marketing roles with digital technology companies. Mr. Bagdasarian is a member of TBD Angels, an angel investor group, and has invested and served as an advisor to several early-stage digital technology companies.
These include Software-as-a-Service ("SAAS") delivery platforms, application programming interfaces, data feeds that integrate directly with customer systems whether in-house or via data collaboration/data clean room environments, and integrations with advertising technology providers such as ad servers, customer and data management platforms, supply-side platforms, and demand-side platforms that enable data management, ad management and programmatic ad trading.
These include Software-as-a-Service ("SAAS") delivery platforms, application programming interfaces, data feeds that integrate directly with customer systems whether in-house or via data collaboration/data clean room environments, and integrations with advertising technology providers such 2 Table of Conte nt s as ad servers, customer and data management platforms, supply-side platforms, and demand-side platforms that enable data management, ad management and programmatic ad trading.
We believe that we own the material trademarks used in connection with the marketing, distribution and sale of our 5 Table of Conte nt s products, both domestically and internationally. We will continue to pursue intellectual property opportunities in areas and technologies that we deem to be strategic and appropriate for our business.
We believe that we own the material trademarks used in connection with the marketing, distribution and sale of our products, both domestically and internationally. We will continue to pursue intellectual property opportunities in areas and technologies that we deem to be strategic and appropriate for our business.
Examples of our research and development initiatives include: • Enhancing our recruiting methods and software applications; • Developing new technologies to manage, stage and deliver cross-platform data and analytics through traditional web-based user interfaces and via integration with customer systems; • Designing solutions to continue to measure the online media space while honoring increased privacy concerns, including the development of industry-compatible, interoperable methodologies that will function as browser, regulatory, and legal environments change; • Creating new methodologies to measure person-level TV and digital consumption at scale and across platforms; and • Continuing to develop expertise in combining multiple data assets, both to leverage single-platform datasets into representative cross-platform measurements as well as working with the data of partner companies, allowing us to enhance existing services and create new and innovative audience measurement products.
Examples of our research and development initiatives include: • Enhancing our recruiting methods and software applications, including through the use of AI tools; • Developing new technologies to manage, stage and deliver cross-platform data and analytics through traditional web-based user interfaces and via integration with customer systems; 4 Table of Conte nt s • Designing solutions to continue to measure the online media space while honoring increased privacy concerns, including the development of industry-compatible, interoperable methodologies designed to maintain functionality as browser, regulatory and legal environments change; • Creating new methodologies to measure person-level TV and digital consumption at scale and across platforms; and • Continuing to develop expertise in combining multiple data assets, both to leverage single-platform datasets into representative cross-platform measurements as well as working with the data of partner companies, allowing us to enhance existing services and create new and innovative audience measurement products.
Where feasible within the countries in which we operate, we provide a competitive and varied portfolio of healthcare, wellness, financial, and other benefit offerings to suit the diverse needs and lifestyles of our employees. Within the United States, 84% of our eligible employee population was enrolled in one of our healthcare plans as of December 31, 2024.
Where feasible within the countries in which we operate, we provide a competitive and varied portfolio of healthcare, wellness, financial, and other benefit offerings to suit the diverse needs and lifestyles of our employees. Within the United States, more than 80% of our eligible employee population was enrolled in one of our healthcare plans as of December 31, 2025.
We currently have ERGs in support of LGBTQ+ persons, people of color, women, emerging professionals, parents and caregivers, and remote workers. We have amplified our conversation and actions relating specifically to inclusion and diversity over recent years, taking a more active executive stance and implementing learning and development initiatives, additional ERGs, and expanded employee gatherings and activities.
We currently have ERGs in support of LGBTQ+ persons, people of color, women, emerging professionals, parents and caregivers, and remote workers. We have amplified our conversation and actions relating specifically to inclusion and diversity over recent years, implementing learning and development initiatives, additional ERGs, and expanded employee gatherings and activities.
We also have access to millions of television and video on demand ("VOD") screens and the ability to measure box office results from movie screens across the world. In December 2021, we acquired Shareablee, Inc.
We also have access to millions of television and video on demand ("VOD") screens and the ability to measure box office results from movie screens across the world. 1 Table of Conte nt s In December 2021, we acquired Shareablee, Inc.
All trademarks and trade names appearing in this 10-K are the property of their respective holders. Licenses We license data from third-party providers across the media platforms that we measure.
This 10-K also contains trademarks and trade names of our Company and our subsidiaries. All trademarks and trade names appearing in this 10-K are the property of their respective holders. Licenses We license data from third-party providers across the media platforms that we measure.
We compete based on the following principal factors: • The ability to provide accurate measurement of digital audiences across multiple digital platforms; • The ability to provide TV audience measurement based on large-scale data that increases accuracy and reduces variability; • The ability to provide deduplicated audience and content measurement across platforms; • The ability to provide actual, accurate and reliable data regarding audience behavior and activity in a timely manner, including the ability to maintain large and statistically representative panels; • The ability to provide reliable and objective third-party data that, as needed, is able to receive industry-accepted accreditation; • The ability to adapt product offerings to emerging digital media technologies and standards; • The breadth and depth of products and their flexibility and ease of use; • The availability of data across various industry verticals and geographic areas and expertise across these verticals and in these geographic areas; and • The ability to offer products that meet the changing needs of customers, particularly in the evolving privacy environment. 6 Table of Conte nt s We believe we compete favorably on these factors and that our vision and investments in the future of media measurement across platforms will deliver products and services that our customers will continue to trust and value.
We compete based on the following principal factors: • The ability to provide accurate measurement of digital audiences across multiple digital platforms; • The ability to provide TV audience measurement based on large-scale data that increases accuracy and reduces variability; • The ability to provide deduplicated audience and content measurement across platforms; • The ability to provide actual, accurate and reliable data regarding audience behavior and activity in a timely manner, including the ability to maintain large and statistically representative panels; • The ability to provide reliable and objective third-party data that, as needed, is able to receive industry-accepted accreditation; • The ability to adapt product offerings to emerging digital media technologies and standards; • The breadth and depth of products and their flexibility and ease of use; • The availability of data across various industry verticals and geographic areas and expertise across these verticals and in these geographic areas; and • The ability to offer products that meet the changing needs of customers, particularly in the evolving privacy environment.
Trademarks We file and maintain trademark protection for our products and services. We rely on trademarks and service marks to protect our intellectual property assets and believe these are important to our marketing efforts and the competitive value of our products and services.
Trademarks We maintain trademark protection for our products and services. We rely on trademarks and service marks to protect our intellectual property assets and believe these are important to our marketing efforts and the competitive value of our products and services. We have registered and maintained trademarks around the globe.
Government Regulation and Privacy Data security and privacy laws apply to our various businesses. We have programs in place to detect, contain and respond to data security incidents; however, increasing technology risks or unauthorized users who successfully breach our network security could misappropriate or misuse our proprietary information or cause interruptions in our services.
We have programs in place to detect, contain and respond to data security incidents; however, increasing technology risks or unauthorized users who successfully breach our network security could misappropriate or misuse our proprietary information or cause interruptions in our services.
In addition to a robust employee referral practice and independent outreach, we have developed relationships with 7 Table of Conte nt s universities, professional associations, and industry alliances to further increase our outreach and talent pool. In 2024, our company conducted hiring in North America, Europe, India, and Latin America.
In addition to a robust employee referral practice and independent outreach, we have developed relationships with universities, professional associations, and industry alliances to further increase our outreach and talent pool. In 2025, our company conducted hiring in North America, Europe, India, and Latin America.
Our employment standards begin and end with respect for the dignity and worth of each person. Employees have multiple avenues through which to express opinions, ideas, and concerns, which enables an open culture of communication and inclusion; our policies require that complaints are investigated and any findings are addressed.
Our employment standards prioritize respect for the dignity and worth of each person. Employees have multiple avenues through which to express opinions, ideas, and concerns, which enables an open culture of communication and inclusion; our policies require 7 Table of Conte nt s that complaints are investigated and any findings are addressed.
Percent of Employees North America 59% Asia-Pacific Rim 20% Europe 12% Latin America 9% The following table outlines the percentage of employees in different functional areas as of December 31, 2024: Percent of Employees Product and Technology 56% Sales and Service 17% Movies 17% General and Administrative 10% Employee Engagement & Retention The development, attraction and retention of talent is critical to the success of our business.
Percent of Employees North America 58% Asia-Pacific Rim 22% Europe 11% Latin America 9% The following table outlines the percentage of employees in different functional areas as of December 31, 2025: Percent of Employees Product and Technology 55% Sales and Service 17% Movies 17% General and Administrative 11% Employee Engagement & Retention The development, attraction and retention of talent is critical to the success of our business.
Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers. The platforms we measure include televisions, mobile devices, computers, tablets, connected TV ("CTV") devices and movie theaters. The information we analyze crosses geographies, types of content and activities, including websites, mobile and over-the-top applications, video games, television and movie programming, e-commerce and advertising.
The platforms we measure include televisions, mobile devices, computers, tablets, connected TV ("CTV") devices and movie theaters. The information we analyze crosses geographies, types of content and activities, including websites, mobile and over-the-top applications, video games, television and movie programming, e-commerce and advertising.
Livek brings substantial industry experience, customer relationships and audience measurement expertise to our Board. Matthew (Matt) McLaughlin has served as a director since June 2024. Mr. McLaughlin is a retired advertising technology executive and Naval officer.
Livek holds a B.S. degree in Communications Radio/Television from Southern Illinois University. Mr. Livek brings substantial industry experience, customer relationships and audience measurement expertise to our Board. Matthew (Matt) McLaughlin has served as a director since June 2024. Mr. McLaughlin is a retired advertising technology executive and Naval officer.
Kline is Executive Vice President at Charter Communications, a communications and media company, and President of Spectrum Reach, the advertising sales division of Charter. Mr. Kline joined Charter in 2015 and provides strategic leadership to guide the company in both the traditional and advanced TV advertising space. Mr.
He most recently served as Executive Vice President at Charter Communications, a communications and media company, and President of Spectrum Reach, the advertising sales division of Charter. Mr. Kline joined Charter in 2015 and provided strategic leadership to guide the company in both the traditional and advanced TV advertising space until his retirement in 2025. Mr.
Prior to joining these companies, he worked in the assurance practice of the accounting firm KPMG. Mr. Wendling has previously served on the boards of Fun Technologies Inc. and CommerceHub, Inc. as well as other private companies.
Wendling has held various positions with these companies and their predecessors since 1999. Prior to joining these companies, he worked in the assurance practice of the accounting firm KPMG. Mr. 9 Table of Conte nt s Wendling has previously served on the boards of Fun Technologies Inc. and CommerceHub, Inc. as well as other private companies.
Many countries have data protection laws with different requirements than those in the U.S., and many states in the U.S. have or are developing their own data protection and privacy requirements, including requirements governing the use and disclosure of AI capabilities. This evolving framework has resulted, and may continue to result, in inconsistent requirements and differing interpretations across jurisdictions.
Many countries have data protection laws with different requirements than those in the U.S., and many states in the U.S. have or are developing their own data protection and privacy requirements, including requirements governing the use and disclosure of AI capabilities.
Refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit), of the Notes to Consolidated Financial Statements for further information on the 2024 issuance of Preferred Stock.
Refer to F ootnote 1 , Organization and Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) , of the Notes to Consolidated Financial Statements for additional information on the Recapitalization Transaction.
Product offerings reported in this solution group include our legacy subscription-based syndicated offerings that measure audiences for linear TV (national and local), digital and streaming, as well as theatrical box office receipts. Also included in this solution group are our transaction-based cross-platform products, Proximic ® by Comscore ("Proximic"), our Activation solution suite, and Comscore Campaign Ratings ® ("CCR").
Product offerings reported in this solution group include our legacy subscription-based syndicated offerings that measure audiences for linear TV (national and local), digital and streaming, as well as theatrical box office receipts.
In particular, we file for, and seek to acquire patent rights for our innovations and we continue to seek to enhance our patent portfolio through targeted and strategic patent filings and licensing opportunities.
We protect our innovations and products with patents, trademarks, copyrights, trade secrets, and other intellectual property. In particular, we file for and seek to acquire patent rights for our innovations and we continue to seek to enhance our patent portfolio through targeted and strategic patent filings and licensing opportunities.
Governments, privacy advocates and class action attorneys are increasingly scrutinizing how companies collect, process, use, store, share and transmit personal data. A number of laws have come into effect over the past decade, and there are proposals pending before federal, state and foreign legislative and regulatory bodies that have affected and are likely to continue to affect our business.
A number of laws have come into effect over the past decade, and there are proposals pending before federal, state and foreign legislative and regulatory bodies that have affected and are likely to continue to affect our business.
Kline serves on the board of directors for the Video Advertising Bureau and private companies Ampersand and Blockgraph (where he was appointed Chairman in April 2022). He received a B.A. in a 9 Table of Conte nt s personalized study program focusing on marketing, finance, accounting and management from Ohio State University. Mr.
Kline previously served on the board of directors for the Video Advertising Bureau and Canoe and as chairman of the board of directors for private company Blockgraph. He received a B.A. in a personalized study program focusing on marketing, finance, accounting and management from Ohio State University. Mr.
He holds a bachelor's degree from College of the Holy Cross and a master's degree in business administration from Babson F.W. Olin Graduate School of Business. Gregory (Greg) Dale has served as our Chief Operating Officer since August 2022 and was our General Manager, Digital from December 2021 to August 2022. Mr.
He holds a bachelor's degree from College of the Holy Cross and a master's degree in business administration from Babson F.W. Olin Graduate School of Business. Mary Margaret Curry has served as our Chief Financial Officer and Treasurer since July 2022 and as our Chief Accounting Officer since December 2021. Ms.
These shared costs include employee costs, purchased data, operational overhead, data storage and technology that supports multiple solution groups. Content & Ad Measurement - Syndicated Audience products and services include : • Comscore TV - National, which combines TV viewing information with marketing segmentation and consumer databases for enhanced audience intelligence.
Content & Ad Measurement - Syndicated Audience products and services include : • Comscore TV - National, which combines TV viewing information with marketing segmentation and consumer databases for enhanced audience intelligence.
Overview We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms. We create our products using a global data platform that combines information on digital platforms (connected televisions, mobile devices, tablets and computers), televisions, direct to consumer applications, and movie screens with demographics and other descriptive information.
We create our products using a global data platform that combines information on digital platforms (connected televisions, mobile devices, tablets and computers), televisions, direct to consumer applications, and movie screens with demographics and other descriptive information. We have developed proprietary data science that enables measurement of person-level and household-level audiences, removing duplicated viewing across devices and over time.
Livek has served on the board of directors of Red Violet, Inc. since January 2024 and the Advertising Research Foundation ("ARF") since July 2022, and prior to that was a member of the ARF board of trustees. He holds a B.S. degree in Communications Radio/Television from Southern Illinois University. Mr.
Livek has served on the board of directors of Red Violet, Inc. since January 2024 and the Advertising Research Foundation ("ARF") since July 2022, and prior to that was a member of the ARF board of trustees. He also serves on the board of directors of private companies Tenetic LLC, Adstra (formerly ALC) and CivicScience. Mr.
We are a Delaware corporation headquartered in Reston, Virginia with principal offices located at 11950 Democracy Drive, Suite 600, Reston, VA 20190. Our telephone number is 703-438-2000. Recent Key Developments Entry into New Credit Agreement On December 31, 2024, we entered into a senior secured financing agreement (the "Credit Agreement") with Blue Torch Finance LLC.
We are a Delaware corporation headquartered in Reston, Virginia with principal offices located at 11950 Democracy Drive, Suite 600, Reston, VA 20190. Our telephone number is 703-438-2000.
Prior to joining Comscore, she spent nine years with KPMG. Ms. Curry holds bachelor's and master's degrees in accounting from East Carolina University and is a Certified Public Accountant. Stephen (Steve) Bagdasarian has served as our Chief Commercial Officer since November 2023 and was our Executive Vice President, Growth from October 2022 to November 2023. Mr.
Prior to joining Comscore, she spent nine years with KPMG. Ms. Curry holds bachelor's and master's degrees in accounting from East Carolina University. Gregory (Greg) Dale has served as our Chief Operating Officer since August 2022 and was our General Manager, Digital from December 2021 to August 2022. Mr.
Research and Development Our research and development activities span our business of media and cross-platform measurement, encompassing data collection, data science, analytical application development and product delivery. We continue to focus on enhancing our coverage and scale, precision and granularity across diverse types of media, devices and geographies using our census, panel and other data assets.
We continue to focus on enhancing our coverage and scale, precision and granularity across diverse types of media, devices and geographies using our census, panel and other data assets as well as evolving AI capabilities.
Dale previously held senior roles with Comscore from 1999 to 2016, and prior to that, worked with data and analytics firm Information Resources, Inc. He holds a bachelor's degree from Purdue University. Non-Executive Directors Dr. Nana Banerjee brings extensive experience in leading, innovating, and scaling analytics and technology businesses globally. Dr.
Dale previously held senior roles with Comscore from 1999 to 2016, and prior to that, worked with data and analytics firm Information Resources, Inc. He holds a bachelor's degree from Purdue University. 8 Table of Conte nt s Non-Executive Directors Robert (Bob) Davenport has served as director since December 2025. Mr.
This helps companies across the media ecosystem better understand and monetize their audiences and develop marketing plans and products to more efficiently and effectively reach those audiences. Our ability to unify behavioral and other descriptive data enables us to provide audience ratings, advertising verification and granular consumer segments that describe hundreds of millions of consumers.
This combination of data and methods enables a common standard for buyers and sellers to transact on advertising. This helps companies across the media ecosystem better understand and monetize their audiences and develop marketing plans and products to more efficiently and effectively reach those audiences.
Carpenter holds a bachelor's degree in economics from the University of Vermont. Mary Margaret Curry has served as our Chief Financial Officer and Treasurer since July 2022 and as our Chief Accounting Officer since December 2021. Ms.
Carpenter holds a bachelor's degree in economics from the University of Vermont. Stephen (Steve) Bagdasarian has served as our Chief Commercial Officer since November 2023 and was our Executive Vice President, Growth from October 2022 to November 2023. Mr.
This 10-K also contains additional trademarks and trade names of our company and our subsidiaries. We file and maintain trademark protection for our products and services. All trademarks and trade names appearing in this 10-K are the property of their respective holders.
ITEM 1. BUSINESS Unless the context requires otherwise, references in this 10-K to "Comscore," "we," "us," the "Company" and "our" refer to comScore, Inc. and its consolidated subsidiaries. This 10-K contains trademarks and trade names of our company and our subsidiaries. We maintain trademark protection for our products and services.
They also include our survey business, our Consumer Brand Health business, and other bespoke research, data and insight deliverables that help our clients better understand their business, competitive landscape, clients and market. 3 Table of Conte nt s We categorize our revenue along these two solution groups; however, our cost structure is tracked at the corporate level and not by our solution groups.
These offerings include custom TV, digital and cross-platform data feeds, as well as other data integrations. They also include our survey business, our Consumer Brand Health business, and other bespoke research, data and insight deliverables that help our clients better understand their business, competitive landscape, clients and market.
Wendling is Chief Accounting Officer and Principal Financial Officer of Liberty Media Corporation, Qurate Retail, Inc., Liberty Broadband Corporation and Atlanta Braves Holdings, Inc. He is also Senior Vice President and Chief Financial Officer of Liberty TripAdvisor Holdings, Inc. Mr. Wendling has held various positions with these companies and their predecessors since 1999.
Wendling is Chief Accounting Officer and Principal Financial Officer of Liberty Media Corporation, Liberty Broadband Corporation, GCI Liberty and Liberty Live Holdings, Inc.
Removed
ITEM 1. BUSINESS Unless the context requires otherwise, references in this 10-K to "Comscore," "we," "us," the "Company" and "our" refer to comScore, Inc. and its consolidated subsidiaries. We have registered trademarks around the globe, including Unified Digital Measurement®, UDM®, vCE®, Metrix®, Proximic®, XMedia®, Comscore Campaign Ratings®, Total Home Panel®, Essentials®, Box Office Essentials®, OnDemand Essentials®, and TV Essentials®.
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All trademarks and trade names appearing in this 10-K are the property of their respective holders. Overview We are a global information and analytics company that measures advertising, content, and the consumer audiences of each, across media platforms.
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We have developed proprietary data science that enables measurement of person-level and household-level audiences, removing duplicated viewing across devices and over time. This combination of data and methods enables a common standard for buyers and sellers to transact on advertising.
Added
Our ability to unify behavioral and other descriptive data enables us to provide audience ratings, advertising verification and granular consumer segments that describe hundreds of millions of consumers. Our customers include digital publishers, television networks, movie studios, content owners, brand advertisers, agencies and technology providers.
Removed
The Credit Agreement has a term of four years and matures in December 2028. The Credit Agreement provides a borrowing capacity of $60.0 million, consisting of a $45.0 million term loan that was fully funded at closing and a $15.0 million revolving credit facility that was unfunded at closing.
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Recent Key Developments Recapitalization Transaction with Preferred Stockholders On September 26, 2025, we entered into separate Stock Exchange Agreements with the holders of our Series B Convertible Preferred Stock, par value $0.001 per share ("Series B Preferred Stock") pursuant to which, at the closing of the transactions contemplated thereby, each holder would exchange the Series B Preferred Stock then owned by such holder for shares of Series C Convertible Preferred Stock, par value $0.001 per share ("Series C Preferred Stock"); common stock, par value $0.001 per share ("Common Stock"); and a fixed cash payment of $2.0 million in June 2028.
Removed
Initial proceeds from the Credit Agreement were used to resolve our aged accounts payable, cash collateralize our outstanding letters of credit, pay transaction fees and expenses, and strengthen our cash position. Refer to Footnote 5 , Debt, of the Notes to Consolidated Financial Statements for additional information on the Credit Agreement, including various covenants applicable to our business.
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The issuance of securities in exchange for Series B Preferred Stock pursuant to the Stock Exchange Agreements (the "Recapitalization Transaction") and related matters were approved by our stockholders on December 19, 2025 and subsequently closed on December 29, 2025.
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Amendment and Termination of Prior Credit Agreement On May 3, 2024, we entered into an amendment to our prior credit agreement with Bank of America, N.A. (the "Prior Credit Agreement"). Among other things, the amendment extended the maturity date of the facility, reduced our aggregate borrowing capacity under the facility, and increased the interest rate payable under the facility.
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The Recapitalization Transaction resulted in the exchange and retirement of all shares of Series B Preferred Stock, the elimination of related dividend rights, and a reduction in the holders' director designation rights, among other things.
Removed
On November 1, 2024, we repaid the outstanding principal balance of $10.0 million under the Prior Credit Agreement.
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Amendment to Credit Agreement On September 26, 2025, in connection with the Recapitalization Transaction, we entered into an amendment to our senior secured financing agreement (the "Credit Agreement") with Blue Torch Finance LLC to permit the issuance of Series C Preferred Stock and related matters.
Removed
On November 5, 2024, we entered into another amendment to the Prior Credit Agreement to extend the maturity date with respect to the outstanding letters of credit under the facility and reduce the aggregate lender commitments to equal the outstanding letters of credit. On December 31, 2024, we terminated the Prior Credit Agreement.
Added
The Credit Agreement amendment became effective on December 29, 2025, concurrent with the closing of the Recapitalization Transaction. Refer to Footnote 5 , Debt, of the Notes to Consolidated Financial Statements for additional information on the Credit Agreement.
Removed
As described above, we used a portion of proceeds from the new Credit Agreement to cash collateralize our outstanding letters of credit under the Prior Credit Agreement. We had no other borrowings outstanding under the Prior Credit Agreement on the termination date.
Added
Also included in this solution group are our transaction-based cross-platform products: Proximic ® by Comscore ("Proximic"), our Activation solution suite, and Cross-Platform Campaign Results ("CCR"), along with our subscription-based cross-platform product, Comscore Content Measurement ("CCM").
Removed
Refer to Footnote 5 , Debt, of the Notes to Consolidated Financial Statements for additional information on the Prior Credit Agreement. 1 Table of Conte nt s Preferred Stock Issuance On July 24, 2024, we issued 13,257,294 additional shares of Series B Convertible Preferred Stock, par value $0.001 per share ("Preferred Stock") to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay accrued dividends totaling $32.8 million to such holders for annual dividend periods ended in 2023 and 2024.
Added
We categorize our revenue along these two solution groups; however, our cost structure is tracked at the corporate level and not by our solution groups. These shared costs include employee costs, purchased data, operational overhead, data storage and technology that supports multiple products in both solution groups.
Removed
The additional shares of Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by us. In connection with the issuance, we also entered into an amendment to our Stockholders Agreement with the holders of Preferred Stock.
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Research and Development Our research and development activities span our business of media and cross-platform measurement, encompassing data collection, data science, analytical application development and product delivery.
Removed
Among other things, the amendment reduced the $100.0 million special dividend threshold set forth in the Stockholders Agreement by the liquidation preference of the additional Preferred Stock ($32.8 million). After further reducing the threshold by annual dividends paid in prior years, the current special dividend threshold is $47.0 million.
Added
Cross-Platform Innovation Across a number of projects, we are innovating in cross-platform measurement of both advertising and content. Those projects include industry-wide efforts to deliver consistent cross-platform measurement of advertising as well as proprietary projects, for which we operate key components of the production pipeline. They also include the development of CCM.
Removed
These offerings include custom TV, digital and cross-platform data feeds, as well as other data integrations.
Added
CCM provides deduplicated measurement of content at the title level across digital, CTV, and linear TV to provide broadcasters and advertisers a more complete view of the total audience for a given piece of content.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

108 edited+21 added−32 removed150 unchanged
Biggest changeRisks Related to Legal and Regulatory Compliance, Litigation and Tax Matters • Concern over data privacy and security, AI and data governance could materially harm our business. • Domestic or foreign laws may limit our ability to collect and incorporate media usage information in our products and impose costly requirements on our business. • Third parties could assert that we are infringing their intellectual property rights, or we could be unable to protect and enforce our own intellectual property rights. • Our use of open source software could limit our ability to sell our products or require us to reengineer our products. • There could be adverse developments in tax laws or disagreements with our tax positions in the jurisdictions where we operate.
Biggest changeRisks Related to Legal and Regulatory Compliance, Litigation and Tax Matters • Concern over data privacy and security, AI and data governance could materially harm our business. • Any loss or unauthorized disclosure of sensitive data could expose us to liability and damage our brand and reputation. • Domestic or foreign laws may further limit our ability to collect and incorporate media usage information in our products and impose costly requirements on our business. • Pending or potential litigation could result in substantial costs and adverse outcomes. • Third parties could assert that we are infringing their intellectual property rights, or we could be unable to protect and enforce our own intellectual property rights. • Our use of open source software could limit our ability to sell our products or require us to reengineer our products. • There could be adverse developments in tax laws or disagreements with our tax positions in the jurisdictions where we operate. 11 Table of Conte nt s Risks Related to International Operations • Our business is susceptible to risks associated with international operations. • Evolving sanctions and export control laws could impair our ability to compete in international markets and subject us to liability. • Changes in foreign currencies could have a significant effect on our operating results.
In 2021, we entered into separate Series B Convertible Preferred Stock Purchase Agreements (collectively, the "Securities Purchase Agreements") with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. ("Qurate") and Pine Investor, LLC ("Pine"). In 2023, Qurate sold its shares of Preferred Stock to Liberty Broadband Corporation ("Liberty") in a private transaction.
In 2021, we entered into separate Series B Convertible Preferred Stock Purchase Agreements (collectively, the "Securities Purchase Agreements") with each of Charter Communications Holding Company, LLC ("Charter"), Qurate Retail, Inc. ("Qurate") and Pine Investor, LLC ("Pine"). In 2023, Qurate sold its shares of Series B Preferred Stock to Liberty Broadband Corporation ("Liberty") in a private transaction.
These provisions: • provide for a classified Board of Directors so that not all members of our Board are elected at one time; • authorize "blank check" preferred stock that our Board could issue to increase the number of outstanding shares to discourage a takeover attempt; • prohibit stockholder action by written consent, which means that all stockholder actions must be taken at a meeting of our stockholders; • prohibit stockholders from calling a special meeting of our stockholders; • provide that our Board is expressly authorized to make, alter or repeal our bylaws; and 25 Table of Conte nt s • provide for advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
These provisions: • provide for a classified Board of Directors so that not all members of our Board are elected at one time; • authorize "blank check" preferred stock that our Board could issue to increase the number of outstanding shares to discourage a takeover attempt; 25 Table of Conte nt s • prohibit stockholder action by written consent, which means that all stockholder actions must be taken at a meeting of our stockholders; • prohibit stockholders from calling a special meeting of our stockholders; • provide that our Board is expressly authorized to make, alter or repeal our bylaws; and • provide for advance notice requirements for nominations for elections to our Board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
Any inaccuracy, perceived inaccuracy, inconsistency or delay in the data reported by us could lead to consequences that could adversely impact our operating results, including loss of customers; sales credits, refunds or liability to our customers; the incurrence of substantial costs to correct any material defect, error or inconsistency; increased warranty and insurance costs; potential litigation; interruptions in the availability of our products; diversion of development resources to improve our processes or delivery; lost or delayed market acceptance and sales of our products; and damage to our brand.
Any inaccuracy, perceived inaccuracy, inconsistency or delay in the data reported by us could lead to consequences that could adversely impact our operating results, including loss of customers; sales credits, refunds or liability to our customers; the incurrence of substantial costs to correct any material defect, error or inconsistency; increased insurance costs; potential litigation; interruptions in the availability of our products; diversion of development resources to improve our processes or delivery; lost or delayed market acceptance and sales of our products; and damage to our brand.
Risks Related to Our Capital Structure and Financings • The holders of our Preferred Stock have significant influence and rights that may conflict with the interests of our other stockholders. • Our financing and debt obligations and covenants could restrict our operating flexibility. • Any failure to meet our debt obligations could adversely affect our business and financial condition. • We may need additional capital to support our business or meet our debt or dividend obligations, which may not be available on acceptable terms or at all.
Risks Related to Our Capital Structure and Financings • The holders of our preferred stock have significant influence and rights that may conflict with the interests of our other stockholders. • Our financing and debt obligations and covenants could restrict our operating flexibility. • Any failure to meet our debt obligations could adversely affect our business and financial condition. • We may need additional capital to support our business or meet our debt obligations, which may not be available on acceptable terms or at all.
In addition, our operating expenses may increase as we implement certain growth initiatives and restructuring activities, which include, among other things, the development of new products, enhancement of our data assets and infrastructure, and payment of severance and other costs in connection with organizational restructuring.
In addition, our operating expenses may increase as we implement certain growth initiatives and restructuring activities, which include, among other things, the development of new products; enhancement of our data assets, technology and infrastructure; and payment of severance and other costs in connection with organizational restructuring.
Foreign Corrupt Practices Act and U.S. sanctions regime; • difficulties in staffing and managing international operations, including complex and costly hiring, disciplinary, and termination requirements as well as third-party contracting arrangements; • the complexities of foreign value-added taxes and the repatriation of earnings; • reduced or varied protection for intellectual property rights in some countries; • political, social and economic instability abroad, terrorist attacks and security concerns; • fluctuations in currency exchange rates that have affected and could continue to affect our results of operations; and • increased accounting and reporting burdens and complexities.
Foreign Corrupt Practices Act and U.S. sanctions regime; • difficulties in staffing and managing international operations, including complex and costly hiring, disciplinary, and termination requirements as well as third-party contracting arrangements; • the complexities of foreign value-added taxes and the repatriation of earnings; • reduced or varied protection for intellectual property rights in some countries; • political, social and economic instability abroad, terrorist attacks, wars and other security concerns; • fluctuations in currency exchange rates that have affected and could continue to affect our results of operations; and • increased accounting and reporting burdens and complexities.
Negotiating any such transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may be subject to regulatory or other approvals and other conditions that are beyond our control. We can make no assurances that any such transactions, investments or relationships will be completed or successful.
Negotiating any such transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may be subject to regulatory or other approvals and other conditions that are beyond our control. We can make no assurances that any such transactions or relationships will be completed or successful.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to support our business growth, meet our dividend payment obligations, and respond to business challenges could be significantly limited.
If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to support our business growth, meet our payment obligations, and respond to business challenges could be significantly limited.
As a result of future methodology changes, some of our customers that may also supply us with data may decide not to continue buying products or services from us or may decide to discontinue providing us with their data to support our products.
As a result of methodology changes, some of our customers that may also supply us with data may decide not to continue buying products or services from us or may decide to discontinue providing us with their data to support our products.
In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there have been expanded enforcement efforts in this area. Many U.S. states have also adopted comprehensive privacy laws governing the collection and use of personal information, with more expected in 2025 and beyond.
In the EU, cross-border data transfers are increasingly scrutinized to ensure compliance, and there have been expanded enforcement efforts in this area. Many U.S. states have also adopted comprehensive privacy laws governing the collection and use of personal information, with more expected in 2026 and beyond.
In connection with any such transaction, we may: • encounter difficulties retaining key employees of the acquired company or integrating diverse business cultures, particularly in countries where we have not previously had employees; • incur large charges or substantial liabilities, including without limitation, liabilities associated with products or technologies accused or found to infringe on third-party intellectual property or contractual rights or violate existing or future privacy or security regulations; • issue shares of our capital stock as part of the consideration, which has been and may be dilutive to existing stockholders; • become subject to adverse tax consequences, legal disputes, substantial depreciation or deferred compensation charges; • use cash that we may otherwise need for ongoing or future operation of our business or dividends; • enter new geographic markets that subject us to different laws and regulations that may have an adverse impact on our business; • experience difficulties effectively utilizing acquired assets or obtaining required third-party consents; • encounter difficulties integrating the information and financial reporting systems of acquired businesses, particularly those that operated under accounting principles other than those generally accepted in the U.S. prior to the acquisition by us; and • incur debt, which may be on terms unfavorable to us or that we are unable to repay.
In connection with any such transaction, we may: • encounter difficulties retaining key employees of an acquired company or integrating diverse business cultures, particularly in countries where we have not previously had employees; • incur large charges or substantial liabilities, including without limitation, liabilities associated with products or technologies accused or found to infringe on third-party intellectual property or contractual rights or violate existing or future privacy or security regulations; 15 Table of Conte nt s • issue shares of our capital stock as part of the consideration, which has been and may be dilutive to existing stockholders; • become subject to adverse tax consequences, legal disputes, substantial depreciation or deferred compensation charges; • use cash that we may otherwise need for ongoing or future operation of our business; • enter new geographic markets that subject us to different laws and regulations that may have an adverse impact on our business; • experience difficulties effectively separating divested assets, utilizing acquired assets or obtaining required third-party consents; • encounter difficulties integrating the information and financial reporting systems of acquired businesses, particularly those that operated under accounting principles other than those generally accepted in the U.S. prior to the acquisition by us; and • incur debt, which may be on terms unfavorable to us or that we are unable to repay.
We may expand through investments in, acquisitions of, or the development of new products with assistance from, other companies, any of which may not be successful and may divert our management's attention. In the past, we completed several strategic acquisitions, most recently our acquisition of Shareablee in 2021.
We may expand through investments in, acquisitions of, or the development of new products with assistance from, other companies or we may consider other strategic transactions, any of which may not be successful and may divert our management's attention. In the past, we completed several strategic acquisitions, most recently our acquisition of Shareablee in 2021.
Our success depends in part on our ability to sell our products to large customers and on the renewal of subscriptions and contracts with these customers in subsequent years. For the years ended 2024, 2023 and 2022, we derived 34%, 37% and 34%, respectively, of our total revenues from our top 10 customers.
Our success depends in part on our ability to sell our products to large customers and on the renewal of subscriptions and contracts with these customers in subsequent years. For the years ended 2025, 2024 and 2023, we derived 34%, 34% and 37%, respectively, of our total revenues from our top 10 customers.
Such tax assessments, penalties and interest or future requirements may adversely affect our financial condition and results of operations. As an example, we recently received an audit assessment from the State of Washington related to potential sales tax liabilities in that state.
Such tax assessments, penalties and interest or future requirements may adversely affect our financial condition and results of operations. As an example, in 2025, we received an audit assessment from the State of Washington related to potential sales tax liabilities in that state.
These risks are discussed more fully below and include, but are not limited to: Risks Related to Our Business and Our Technologies • Macroeconomic factors could continue to impact demand for our products and increase our costs. • The market for our products is highly competitive, and our revenues could decline if we cannot compete effectively. • If we are unable to provide complete analytics, our ability to maintain and grow our business will be harmed. • We depend on third parties for data and hosting/delivery services that are critical to our business. • If we fail to respond to technological developments or evolving industry standards, our products may become obsolete or less competitive. • Our business may be harmed if we deliver inaccurate or untimely information products, change our methodologies or the scope of information we collect, or are unable to maintain sufficient panels. • We derive a significant portion of our revenues from subscription-based products, and our customers could terminate or fail to renew their subscriptions. • Our financial results may suffer if we are unable to retain or add large customers or if we cannot persuade customers to substitute our products for incumbent providers. • Our acquisitions or partnerships with other companies may not be successful and may divert our management's attention. • System failures, security breaches, delays in system operations, or failure to pass customer or partner security reviews may harm our business. • Our restructuring activities may not deliver the expected results and could disrupt our business operations. • We may not be able to adequately retain and hire qualified personnel.
These risks are discussed more fully below and include, but are not limited to: Risks Related to Our Business and Our Technologies • Macroeconomic factors could continue to impact demand for our products and increase our costs. • The market for our products is highly competitive, and our revenues could decline if we cannot compete effectively. • If we are unable to provide complete analytics, our ability to maintain and grow our business will be harmed. • We depend on third parties for data and hosting/delivery services that are critical to our business. • If we fail to respond to technological developments or evolving industry standards, our products may become obsolete or less competitive. • Our business may be harmed if we deliver inaccurate or untimely information products, change our methodologies or the scope of information we collect, or are unable to maintain sufficient panels. • We derive a significant portion of our revenues from subscription-based products, and our customers could terminate, reduce or fail to renew their subscriptions. • Our financial results may suffer if we are unable to retain or add large customers or if we cannot persuade customers to substitute our products for incumbent providers. • Our strategic transactions with other companies may not be successful and may divert our management's attention. • System failures, security breaches, delays in system operations, or failure to pass customer or partner security reviews may harm our business. • Our restructuring activities and cost-reduction initiatives may not deliver the expected results and could disrupt our business operations. • We may not be able to adequately retain and hire qualified personnel.
In addition to employee terminations, our restructuring activities have included the reallocation of commercial and product development resources, reinvestment in and modernization of key technology platforms, consolidation of data storage and processing activities to reduce our data center footprint, and reduction of other operating expenses.
In addition to employee terminations, these activities have included the reallocation of commercial and product development resources, reinvestment in and modernization of key technology platforms, consolidation of data storage and processing activities to reduce our data center footprint, and reduction of other operating expenses.
The media measurement, software and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights, domestically or internationally.
The media measurement, software and technology industries are characterized by the existence of a large number of patents, copyrights, trademarks and trade secrets and by frequent litigation based on allegations of infringement or other violations of intellectual property rights.
The migration of these processes has required, and will continue to require, significant time and resources from our management, technology and operations personnel and has introduced new requirements for security, financial and software development controls. This initiative has diverted and may continue to divert resources from other priorities, which could have a negative impact on our revenue and growth opportunities.
The migration of these processes has required, and will continue to require, significant time and resources from our management, technology and operations personnel and has introduced new requirements for security, financial and software development controls. These efforts have diverted and may continue to divert resources from other priorities, which could have a negative impact on our revenue and growth opportunities.
General Risks Related to Ownership of Our Common Stock Our outstanding securities and dividend obligations, the stock or securities that we may issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders.
General Risks Related to Ownership of Our Common Stock Our outstanding securities, the stock or securities that we may issue under existing or future agreements, and certain provisions of those securities, may cause immediate and substantial dilution to our existing stockholders.
If additional customers terminate their subscriptions for our products, do not renew their subscriptions, delay renewals of their subscriptions or renew on terms less favorable to us, our revenues could continue to decline and our business could suffer.
If additional customers terminate their subscriptions for our products, do not renew their subscriptions, delay renewals of their subscriptions or renew on terms less favorable to us, our syndicated product revenues could continue to decline and our business could suffer.
If we do not successfully manage our restructuring activities, the expected benefits may not be realized, and our operations and business could be disrupted. We rely heavily on our management team and other personnel to operate and grow our business.
If we do not successfully manage these activities, the expected benefits may not be realized, and our operations and business could be disrupted. We rely heavily on our management team and other personnel to operate and grow our business.
These transactions may be material to our financial condition and results of operations, and though these transactions may provide additional benefits, they may not be profitable immediately or in the long term.
These strategic transactions may be material to our financial condition and results of operations, and though these transactions may provide additional benefits, they may not be successful or profitable immediately or in the long term.
Any of these results could adversely affect our brand, business and results of operations. With respect to any intellectual property rights claim against us or our customers, we may have to pay damages or stop using technology or methodologies found to be in violation of a third party's rights.
Any of these results could adversely affect our brand, business and results of operations. With respect to any intellectual property rights claim against us or our customers, we could be required to pay damages or stop using technology or methodologies found to be in violation of a third party's rights.
In recent years, however, panel participation has declined, in part due to changes by software providers that have made it more difficult to obtain consent to participate in panels, steps taken by antivirus providers to remove third-party measurement software despite panelists' previous consent, and operating system updates (including iOS and Android) that limit the ability of third parties to measure device usage.
Over time, however, panel participation has declined, in part due to changes by software providers that have made it more difficult to obtain consent to participate in panels, steps taken by antivirus providers to remove third-party measurement software despite panelists' previous consent, and operating system updates (including iOS and Android) that limit the ability of third parties to measure device usage.
As of December 31, 2024, we estimate our aggregate net operating loss carryforwards for tax purposes related to our foreign subsidiaries to be $6.3 million, which begin to expire in 2025. We apply a valuation allowance to our deferred tax assets when management does not believe that it is more likely than not that they will be realized.
As of December 31, 2025, we estimate our aggregate net operating loss carryforwards for tax purposes related to our foreign subsidiaries to be $5.6 million, which begin to expire in 2028. We apply a valuation allowance to our deferred tax assets when management does not believe that it is more likely than not that they will be realized.
We cannot be certain that we will be able to comply with laws, rules, regulations 22 Table of Conte nt s or local guidelines to maintain or increase the size of the user panels that we currently have in various countries, that we will be able to recruit a representative sample for our audience measurement products or that we will be able to enter into arrangements with a sufficient number of website and mobile app content providers and/or television operators to allow us to collect information for inclusion in our products.
We cannot be certain that we will be able to comply with laws, rules, regulations or local guidelines to maintain or increase the size of the user panels that we currently have in various countries, that we will be able to recruit a representative sample for our audience measurement products or that we will be able to enter into arrangements with a sufficient number of website and mobile app content providers and/or television operators to allow us to collect information for inclusion in our products.
We completed a Section 382 study in 2023 and concluded that an ownership change occurred in May 2021 as a result of the Preferred Stock transactions; therefore all of our U.S. net operating loss carryforwards are subject to annual limitations under Section 382.
We completed a Section 382 study in 2023 and concluded that an ownership change occurred in May 2021 as a result of the Series B Preferred Stock transactions; therefore, all of our U.S. net operating loss carryforwards generated prior to the ownership change are subject to annual limitations under Section 382.
However, we may be unsuccessful in identifying new product opportunities, developing or marketing new products in a timely or cost-effective manner, or obtaining the necessary access to data or technologies needed to support new products, or we may be limited in our ability to operate due to patents held by others.
However, we may be unsuccessful in identifying new product opportunities, developing or marketing new products in a timely or cost-effective manner, or obtaining the necessary access to data or technologies needed to support new products, or we may be limited in our ability to operate due to intellectual property rights held by others.
Either event would result in incremental expense for that period, which would reduce any earnings or increase any loss for the period in which the impairment was determined to have occurred. We recorded impairment charges totaling $64.4 million and $79.7 million in 2024 and 2023, respectively.
Either event would result in incremental expense for that period, which would reduce any earnings or increase any loss for the period in which the impairment was determined to have occurred. We recorded impairment charges totaling $64.4 million and $78.2 million in 2024 and 2023, respectively.
If we or the third-party data centers that we use were to experience a major power outage, we would have to rely on back-up generators, which may not function properly, and their supply may be inadequate. Such a power outage could result in the disruption 16 Table of Conte nt s of our business.
If we or the third-party data centers that we use were to experience a major power outage, we would have to rely on back-up generators, which may not function properly, and their supply may be inadequate. Such a power outage could result in the disruption of our business.
Furthermore, even if we do have access to a particular form of data, if we have insufficient technology or encounter 12 Table of Conte nt s challenges in our methodological approaches, our products may be inferior to other offerings, and we may be unable to meet our customers' demands. In such event, our business and financial performance may be harmed.
Furthermore, even if we do have access to a particular form of data, if we have insufficient technology or encounter challenges in our methodological approaches, our products may be inferior to other offerings, and we may be unable to meet our customers' demands. In such event, our business and financial performance may be harmed.
Failure to meet these requirements could have an adverse effect on our business. We rely on a small number of third-party service providers to host and deliver our products, and any interruptions or delays in services from these third parties could impair the delivery of our products and harm our business.
Failure to meet these requirements could have an adverse effect on our business. 16 Table of Conte nt s We rely on a small number of third-party service providers to host and deliver our products, and any interruptions or delays in services from these third parties could impair the delivery of our products and harm our business.
Our customer renewal rates may decline or fluctuate due to a number of factors, including customer satisfaction or dissatisfaction with our products, the costs or functionality of our products, the prices or functionality of products offered by our competitors, the health of the advertising marketplace and the industries in which we operate, mergers and acquisitions affecting our customer base, general economic conditions or reductions in our customers' spending levels.
Our customer renewal and usage rates may decline or fluctuate due to a number of factors, including customer satisfaction or dissatisfaction with our products, the costs or functionality of our products, the prices or functionality of products offered by our competitors, the health of the advertising marketplace and the industries in which we operate, mergers and acquisitions affecting our customer base (including recent and pending consolidation in the media and entertainment industries), general economic conditions or reductions in our customers' spending levels.
We estimate that $436.2 million of our U.S. federal net operating loss carryforwards and $1.3 billion of our state net operating loss carryforwards are utilizable given the annual limitations under Section 382. Our net operating loss carryforwards begin to expire in 2025 for federal and 2026 for state income tax reporting purposes.
We estimate that $469.8 million of our U.S. federal net operating loss carryforwards and $1.3 billion of our state net operating loss carryforwards are utilizable given the annual limitations under Section 382. Our net operating loss carryforwards begin to expire in 2026 for federal and state income tax reporting purposes.
General Risks Related to Ownership of Our Common Stock • Securities that we may become obligated to issue under existing or future agreements may cause immediate and substantial dilution to our current stockholders. • Actions of activist stockholders may disrupt our business and cause fluctuations in our stock price. • Provisions in our governing documents and under Delaware law might discourage, delay or prevent a change of control or changes in our management.
General Risks Related to Ownership of Our Common Stock • Securities that we may become obligated to issue under existing or future agreements may cause immediate and substantial dilution to our current stockholders. • Provisions in our governing documents and under Delaware law might discourage, delay or prevent a change of control or changes in our management.
We may have to seek a license for the technology, which may not be available on reasonable terms or at all, may significantly increase our operating expenses or may significantly restrict our business activities in one or more respects. We may also be required to develop alternative non-infringing technology or methodologies, which could require significant effort and expense.
Alternatively, we may need to seek a license for certain rights, which may not be available on reasonable terms or at all, may significantly increase our operating expenses or may significantly restrict our business activities in one or more respects. We may also be required to develop alternative non-infringing technology or methodologies, which could require significant effort and expense.
If we are unable to develop and integrate timely enhancements to, and new features for, our existing methodologies or products or if we are unable to develop new products and technology that keep pace with rapid technological developments, changing industry standards or consumer preferences, our products may become obsolete, less marketable and less competitive, and our business will be harmed.
If we are 13 Table of Conte nt s unable to develop and integrate timely enhancements to, and new features for, our existing methodologies or products or if we are unable to develop new products and technology that keep pace with rapid technological developments, changing industry standards or consumer preferences, our products may become obsolete, less marketable and less competitive, and our business will be harmed.
Additionally, if our current facilities fail to have sufficient cooling capacity or availability of electrical power, we would need to find alternative facilities and could experience delays in delivering our products. We have begun an initiative to transform certain data collection, processing and delivery systems from traditional data centers to cloud-based platforms.
Additionally, if our current facilities fail to have sufficient cooling capacity or availability of electrical power, we would need to find alternative facilities and could experience delays in delivering our products. In recent years, we have begun migrating certain data collection, processing and delivery systems from traditional data centers to cloud-based platforms.
Uncertain economic conditions, changes in the political or regulatory environment or other factors, such as the failure or consolidation of large customer companies, internal reorganization or changes in customer buying processes, or dissatisfaction with our products, may cause certain large customers to terminate or reduce their subscriptions and contracts with us or may increase our costs to retain those customers.
Uncertain economic conditions, changes in the political or regulatory environment or other factors, such as internal reorganization or changes in customer buying processes or platform usage, or dissatisfaction with our products, may cause certain large customers to terminate or reduce their subscriptions and contracts with us or may increase our costs to retain those customers.
These covenants could limit our operating flexibility and cause us to forego attractive business opportunities, which could hurt our customer relationships and put us at a competitive disadvantage. The covenants also could prevent us from securing additional financing in the future, including to fund our operations, satisfy liabilities, or pay dividends to the holders of our Preferred Stock.
These covenants could limit our operating flexibility and cause us to forego attractive business opportunities, which could hurt our customer relationships and put us at a competitive disadvantage. The covenants also could prevent us from securing additional financing in the future, including to fund our operations or satisfy liabilities.
If our restructuring activities do not generate the expected cost savings, our business and financial results could be adversely affected. Moreover, some of the organizational and operational changes we have made and are making require careful management to avoid disrupting customer, partner and employee relationships.
If these activities do not generate the expected cost savings, our business and financial results could be adversely affected. Moreover, some of the organizational and operational changes we have made and continue to make require careful management to avoid disrupting customer, partner and employee relationships.
Some of our competitors have substantially greater resources than we do. As a result, these competitors may be able to devote greater resources to development of systems and technologies, acquisition of data, recruitment and retention of personnel, marketing and promotional campaigns, panel retention and development, and other key areas that can impact our ability to compete effectively.
Some of our competitors have substantially greater resources than we do. As a result, these competitors may be able to devote greater resources to development of systems and technologies, acquisition of data, recruitment and retention of personnel, marketing and promotional campaigns, panel retention and development, and other key areas.
In the future, we may need to expand our network and systems at a more rapid pace than we have in the past. Our network or systems may not be capable of meeting the demand for increased capacity, or we may incur additional expenses to accommodate these capacity demands.
In the future, we may need to expand our network and systems at a more rapid pace than we have in the past, particularly as we integrate AI tools and capabilities. Our network or systems may not be capable of meeting the demand for increased capacity, or we may incur additional expenses to accommodate these capacity demands.
If we fail to meet our obligations under the Credit Agreement, the lender(s) may accelerate any amounts outstanding under the Credit Agreement and may terminate their commitments to extend further credit.
If we fail to meet or obtain relief from our obligations under the Credit Agreement, the lender(s) may accelerate any amounts outstanding under the Credit Agreement and may terminate their commitments to extend further credit.
These laws have expanded consumer rights to include individual rights of access, deletion, portability, correction and appeal and the right to "opt in" to collection and use of certain types of personal information deemed 20 Table of Conte nt s sensitive under the laws.
These laws have expanded consumer rights to include individual rights of access, deletion, portability, correction and appeal and the right to "opt in" to collection and use of certain types of personal information deemed sensitive under the laws.
It could also lead to costly litigation. 18 Table of Conte nt s If our cash flow and capital resources prove inadequate to allow us to satisfy our trade payables, pay the interest and principal on our debt when due, invest in our business and meet our other financial obligations, we could face substantial liquidity challenges and might be required to dispose of material assets or operations, obtain alternative financing (which we may be unable to do on acceptable terms) or forego attractive business opportunities.
If our cash flow and capital resources prove inadequate to allow us to satisfy our trade payables, pay the interest and principal on our debt when due, invest in our business and meet our other financial obligations, we could face substantial liquidity challenges and might be required to dispose of material assets or operations, obtain alternative financing (which we may be unable to do on acceptable terms) or forego attractive business opportunities.
The federal and certain state net operating losses generated after December 31, 2017 have an indefinite carryforward period as a result of the enactment of the Tax Cuts and Jobs Act ("TCJA").
The federal and certain state net operating losses generated after December 31, 2017 have an indefinite carryforward period as a result 19 Table of Conte nt s of the enactment of the Tax Cuts and Jobs Act ("TCJA").
We incurred net losses of $60.2 million, $79.4 million and $66.6 million for the years ended December 31, 2024, 2023 and 2022, respectively. We cannot make assurances that we will be able to achieve profitability in the future. As of December 31, 2024, we had an accumulated deficit of $1.5 billion.
We incurred net losses of $10.0 million, $60.2 million and $79.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. We cannot make assurances that we will be able to achieve profitability in the future. As of December 31, 2025, we had an accumulated deficit of $1.4 billion.
Joint Industry Committee and the Media Rating Council as well as foreign and international industry associations have undertaken efforts to review market research methodologies across the media that we measure and/or 13 Table of Conte nt s develop minimum standards, accreditations or certifications for such research.
Joint Industry Committee and the Media Rating Council as well as foreign and international industry associations have undertaken efforts to review market research methodologies across the media that we measure and/or develop minimum standards, accreditations or certifications for such research.
Furthermore, the market for our products is characterized by changes in protocols and evolving industry standards. For example, industry associations such as the Advertising Research Foundation, the Council of American Survey Research Organizations, the Internet Advertising Bureau, the U.S.
Furthermore, the market for our products is characterized by changes in protocols and evolving industry standards. For example, industry associations such as the Advertising Research Foundation, the Internet Advertising Bureau, the U.S.
This concentration of ownership, together with the voting rights, director designation rights, consent rights and dividend rights described below, has been criticized by certain stockholders, may be perceived negatively by other investors and, as a result, may adversely affect the market price of our Common Stock.
This concentration of ownership, together with the voting rights, director designation rights and consent rights described below, may be perceived negatively by other investors and, as a result, may adversely affect the market price of our Common Stock.
We also may evaluate and enter into discussions regarding an array of potential strategic transactions, including acquiring complementary products, technologies or businesses. An acquisition, investment or business relationship may involve significant operating challenges, expenditures and risks.
We also may evaluate and enter into discussions regarding an array of potential strategic transactions, including acquiring complementary products, technologies or businesses or divesting portions of our business. An acquisition, divestiture or other strategic business relationship may involve significant operating challenges, expenditures and risks.
If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new securities we issue could have rights, preferences and privileges superior to those of holders of our Common Stock.
Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new securities we issue could have rights, preferences and privileges superior to those of holders of our Common Stock.
We operate in industries that require sophisticated data collection and processing technologies. Our future success will depend in large part on our ability to develop new and modify or enhance our existing products and services, including without limitation, our data collection technologies and approaches, in order to meet customer needs, add functionality and address technological advancements and evolving industry standards.
Our future success will depend in large part on our ability to timely develop new and modify or enhance our existing products and services, including without limitation, our data collection technologies and approaches, in order to meet customer needs, add functionality and address technological advancements and evolving industry standards.
As of December 31, 2024, the applicable interest rate was 11.59039%. In addition, the Credit Agreement provides for an unused commitment fee equal to 1.0% per annum of the unused revolving commitments. The Credit Agreement matures in December 2028.
As of December 31, 2025, the applicable interest rate was 10.93%. In addition, the Credit Agreement provides for an unused commitment fee equal to 1.0% per annum of the unused revolving commitments. The Credit Agreement matures in December 2028.
The restrictions imposed by such laws continue to develop and may require us to incur substantial costs and fines or adopt additional disclosure or compliance measures, such as notification requirements and corrective actions.
The restrictions imposed by such laws continue to develop and may require us to incur substantial costs and fines or adopt additional disclosure or compliance measures, such as notification requirements and corrective actions, in addition to the measures we have already adopted.
The issuance of shares of Common Stock (i) upon the conversion of or payment of dividends on our Preferred Stock, (ii) pursuant to outstanding and future equity awards, or (iii) upon the conversion of other existing or future convertible securities, may result in substantial dilution to each of our stockholders by reducing that stockholder's percentage ownership of our outstanding Common Stock.
The issuance of shares of Common Stock (i) upon the conversion of our Series C Preferred Stock, (ii) pursuant to outstanding and future equity awards, or (iii) upon the conversion of other convertible securities we may issue in the future, may result in substantial dilution to each of our stockholders by reducing that stockholder's percentage ownership of our outstanding Common Stock.
We are subject to taxation in multiple jurisdictions. Any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material and adverse effect on our business, financial condition or results of operations.
Any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material and adverse effect on our business, financial condition or results of operations.
The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities, and the economy in general. In recent years, macroeconomic factors including inflation, rising interest rates and supply chain disruptions have caused some advertisers to reduce or delay advertising expenditures.
The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers' spending priorities, and the economy in general. In recent years, macroeconomic factors including inflation, capital market disruptions, and recession concerns have caused some advertisers to reduce or delay advertising expenditures.
Risks Related to Our Results of Operations • We may fail to meet the expectations of securities analysts or investors, which could cause our stock price to decline. • We may not generate sufficient cash to service our debt, dividend obligations, lease facilities and trade payables. • We may incur another impairment of goodwill or other intangible assets. • Changes in the fair value of our financing derivatives could adversely affect our financial condition and results. • We may continue to incur net losses and may not achieve profitability. • Our net operating loss carryforwards may expire unutilized or underutilized.
Risks Related to Our Results of Operations • We may fail to meet the expectations of securities analysts or investors, which could cause our stock price to decline. • We may not generate sufficient cash to service our debt, lease facilities and trade payables. • We may incur another impairment of goodwill or other intangible assets. • We may continue to incur net losses and may not achieve profitability. • Our net operating loss carryforwards may expire unutilized or underutilized.
If the migration of these processes is not successful, or if the initiative takes longer or requires more resources than we anticipate, our results of operations and financial condition could be adversely affected. We depend on access to the internet through third-party bandwidth providers to operate our business.
If the migration of these or other processes is not successful, or if ongoing or future migrations take longer or require more resources than we anticipate, our results of operations and financial condition could be adversely affected. We depend on access to the internet through third-party bandwidth providers to operate our business.
Factors that may cause fluctuations in our revenues or results of operations include: • changes in our customers' buying behaviors, including disintermediation of traditional channels; • variability of demand for custom projects and usage-based products; • changes to contract renewal rates caused by our customers' budgetary constraints, competition, or customer corporate restructuring or consolidation; • the timing and success of new product introductions or changes in methodology, particularly in light of consent requirements, cookie deprecation and other changes in our industry; • the impact of our Preferred Stock transactions, including our long-term data license with Charter; • the impact of our decision to discontinue certain products or exit certain geographic regions; • our failure to accurately estimate or control costs, including those incurred as a result of technology upgrades, product development initiatives and restructuring activities; • the cost and availability of data from third-party sources and the cost to integrate such data into our systems and products and implement new use cases; • adverse judgments or settlements, or increased legal fees, in legal disputes or government proceedings; • costs incurred in connection with strategic or financing transactions, including financial advisory, legal, accounting, consulting and other advisory fees and expenses; • service of our existing debt and incurrence of additional debt; • the amount and timing of capital expenditures and operating costs related to the maintenance, migration and expansion of our operations and infrastructure; • service outages, other technical difficulties or security breaches; • maintaining appropriate staffing levels and capabilities, particularly during organizational restructuring; • the cost and timing of organizational restructuring; • the timing of any changes to our deferred tax valuation allowance; • the impact of foreign currency exchange rates; and • general economic, political, regulatory, industry and market conditions and those conditions specific to media and advertising businesses.
Factors that may cause fluctuations in our revenues or results of operations include: • changes in our customers' buying behaviors, including platform changes or disintermediation of traditional channels; • variability of demand for custom projects and usage-based products; • changes to contract renewal rates caused by our customers' budgetary constraints, competition, or customer corporate restructuring or consolidation; • the timing and success of new product introductions or changes in methodology, particularly in light of consumer opt-in and consent requirements, cookie deprecation and other changes in our industry; • the impact of our decision to discontinue certain products, divest businesses or exit geographic regions; • our failure to accurately estimate or control costs, including those incurred as a result of technology upgrades, AI integrations, product development initiatives, panel changes and restructuring activities; • the cost and availability of data from third-party sources and the cost to integrate such data into our systems and products and implement new use cases; • adverse judgments or settlements, or increased legal fees, in legal disputes or government proceedings; • costs incurred in connection with strategic or financing transactions, including financial advisory, legal, accounting, consulting, tax and other advisory fees and expenses and diversion of management time and resources; • service of our existing debt and incurrence of additional debt; • the amount and timing of capital expenditures and operating costs related to the maintenance, migration and expansion of our operations and infrastructure; • service outages, other technical difficulties or security breaches; • maintaining appropriate staffing levels and capabilities, particularly during organizational restructuring; • the cost and timing of organizational restructuring; • the timing of any changes to our deferred tax valuation allowance; • the impact of foreign currency exchange rates; and • general economic, political, regulatory, industry and market conditions and those conditions specific to media and advertising businesses. 18 Table of Conte nt s We believe that our revenues and results of operations on a year-over-year and sequential quarter-over-quarter basis may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful.
As of December 31, 2024, we estimate our U.S. federal and state net operating loss carryforwards for tax purposes to be $539.0 million and $1.5 billion, respectively, subject to limitation as described above.
As of December 31, 2025, we estimate our U.S. federal and state net operating loss carryforwards for tax purposes to be $572.6 million and $1.4 billion, respectively, subject to limitation as described above.
Either of these options would result in additional dilution to our existing stockholders. Alternatively, we may need to shift an even larger portion of employee compensation to cash, which could adversely affect our liquidity and financial condition. Risks Related to Our Results of Operations Our revenues and results of operations may fluctuate in the future.
Alternatively, we may need to shift an even larger portion of employee compensation to cash, which could adversely affect our liquidity and financial condition. Risks Related to Our Results of Operations Our revenues and results of operations may fluctuate in the future.
Our existing stockholders have experienced and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of December 31, 2024, our Preferred Stock was convertible into an aggregate of 4,970,514 shares of Common Stock at the election of the holders.
Our existing stockholders have experienced and may continue to experience substantial dilution as a result of our obligations to issue shares of Common Stock. As of December 31, 2025, our Series C Preferred Stock was convertible into an aggregate of 12,670,863 shares of Common Stock at the election of the holders.
If we are unable to maintain panels of sufficient size and scope, whether through traditional recruitment or alternative sources, we could face negative consequences, including degradation in the quality and competitiveness of our products, failure to receive accreditation or certification from industry associations, loss of customers and damage to our brand.
If we are unable to maintain panels of sufficient size and scope, whether through traditional recruitment or alternative sources, we could face negative consequences, including degradation in the quality and competitiveness of our products, failure to receive accreditation or certification from industry associations, loss of customers and damage to our brand. 14 Table of Conte nt s We derive a significant portion of our revenues from sales of our subscription-based products.
Any regulatory or civil action that is brought against us, even if unsuccessful, may distract our management's attention, divert our resources, negatively affect our public image or reputation among our panelists, customers, partners and vendors, and harm our business.
Any regulatory or civil action that is brought against us, even if unsuccessful, may distract our management's attention, divert our resources, negatively affect our public image or reputation among our panelists, customers, partners and vendors, and harm our business. Our involvement in pending and future litigation could result in substantial costs and adverse outcomes.
As of December 31, 2024, 99,469 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 381,631 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit and deferred stock unit awards under our equity incentive plans and arrangements (including Shareablee plan awards and an employment inducement award we granted in 2021), and 837,438 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan.
As of December 31, 2025, 98,726 shares of Common Stock were reserved for issuance pursuant to outstanding stock options under our equity incentive plans (including stock option awards we assumed in the Shareablee acquisition), 388,196 shares of Common Stock were reserved for issuance pursuant to outstanding restricted stock unit and deferred stock unit awards under our equity incentive plans and arrangements (including Shareablee plan awards and an employment inducement award we granted in 2021), and 2,572,844 shares of Common Stock were available for future equity awards under our 2018 Equity and Incentive Compensation Plan.
In particular, we may encounter difficulties integrating the businesses, data, technologies, products, personnel or operations of the acquired companies, particularly if the key personnel of the acquired company choose not to be employed by us, and we may have difficulty retaining the customers and partners of any acquired business due to changes in management and ownership.
In particular, we may encounter difficulties carving out existing operations for divestiture or integrating the operations of acquired companies, particularly if the key personnel of the acquired company choose not to be employed by us, and we may have difficulty retaining customers and partners due to changes in strategy, management or ownership.
Any of these outcomes could adversely affect our business and results of operations. Even if we prove successful in defending ourselves against such claims, we may incur substantial expenses and the defense of such claims may divert considerable attention of our management team from the normal operation of our business.
Any of these outcomes could adversely affect our business and results of operations. Even if we are successful in defending ourselves against such claims, we may incur substantial expenses, and the defense of such claims may divert considerable time and resources from our business and strategic priorities.
In order to address our compensation needs, we may seek an amendment to our 2018 Plan to increase the number of shares available for future equity awards. We also may consider granting equity awards outside of our 2018 Plan, as we did 17 Table of Conte nt s with a 2021 executive hire.
In order to address our compensation needs, we may seek an amendment to our 2018 Plan to increase the number of shares available for future equity awards. We also may consider granting equity awards outside of our 2018 Plan, as we did with a 2021 executive hire. Either of these options would result in additional dilution to our existing stockholders.
The loss of any one or more of these customers could decrease our revenues and harm our current and future operating results. The addition of new large customers or increases in sales to existing large customers may require particularly long implementation periods and other significant upfront costs, which may adversely affect our profitability or divert resources from our other priorities.
The addition of new large customers or increases in sales to existing large customers may require particularly long implementation periods and other significant upfront costs, which may adversely affect our profitability or divert resources from our other priorities.
They also have required, and may continue to require, us to change our business practices and modify the products that we offer, which may increase our costs and decrease the quality and functionality of our products.
They also have required, and may continue to require, us to change our business practices and modify the products that we offer, which may increase our costs and decrease the quality and functionality of our products. Third-party products purporting to address privacy concerns may also negatively affect the functionality of, and demand for, our products and services.
Conducting international operations subjects us to risks that we generally do not face in the U.S.
Risks Related to International Operations Our business is susceptible to risks associated with international operations. Conducting international operations subjects us to risks that we generally do not face in the U.S.
Our future success also depends on our ability to retain, attract and motivate highly skilled technical, managerial, sales and marketing personnel. The market for these personnel is extremely competitive, particularly for software engineers, data scientists and other technical staff, and our restructuring activities have put additional pressure on our ability to retain, attract and motivate key personnel.
Our future success also depends on our ability to retain, attract and motivate highly skilled technical, managerial, sales and marketing personnel. 17 Table of Conte nt s The market for these personnel is extremely competitive, and our restructuring and cost-reduction activities have put additional pressure on our ability to retain, attract and motivate key personnel.
We may not be able to generate or obtain sufficient cash to service our debt, dividend obligations, lease facilities and trade payables. We currently have indebtedness and lease facilities, as well as trade payables, including expenses incurred in prior periods.
Investors are cautioned not to rely on the results of prior periods as an indication of future performance. We may not be able to generate or obtain sufficient cash to service our debt, lease facilities and trade payables. We currently have indebtedness and lease facilities, as well as trade payables, including expenses incurred in prior periods.
Although we are disputing the assessment and believe we have a strong position that our activities are not taxable under applicable law, we may not be successful in having the assessment reversed, which would have an adverse effect on our financial condition. Risks Related to International Operations Our business is susceptible to risks associated with international operations.
Although we are disputing the assessment and believe we have a strong position that our 22 Table of Conte nt s activities are not taxable under applicable law, we may not be successful in having the assessment reversed, which would have an adverse effect on our financial condition.
We derive a significant portion of our revenues from sales of our subscription-based products. If our customers terminate or fail to renew their subscriptions, our business could suffer. We currently derive a significant portion of our revenues from our syndicated products, which are typically one-year subscription-based products.
If our customers terminate, reduce or fail to renew their subscriptions, our business could suffer. We currently derive a significant portion of our revenues from our syndicated products, which are typically one-year subscription-based products. Historically, these products provided us with recurring revenue due to high renewal rates among our enterprise customers.
Repaying our existing debt obligations and servicing future debt obligations could limit our flexibility to invest in the business and adjust to market conditions, which could impact our customer relationships and place us at a competitive disadvantage. 24 Table of Conte nt s Capital and credit market conditions, adverse events affecting our business or industry, the tightening of lending standards, rising interest rates, negative actions by regulatory authorities or rating agencies, or other factors also could negatively impact our ability to obtain future financing on terms acceptable to us or at all.
Capital and credit market conditions, adverse events affecting our business or industry, the tightening of lending standards, rising interest rates, negative actions by regulatory authorities or rating agencies, or other factors also could negatively impact our ability to obtain future financing on terms acceptable to us or at all.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity program is run by a dedicated team of cybersecurity professionals with deep expertise in incident prevention, detection and remediation, led by our Vice President, Information Security (a certified information systems security professional with a degree in computer science and more than 30 years of relevant work experience) and our Chief Operating Officer (a seasoned executive with a degree in industrial systems and decades of product and technology experience, including more than 19 years with the Company).
Biggest changeThe Information Security function reports to our Chief Operating Officer, who is a seasoned executive with a degree in industrial systems and decades of product and technology experience, including more than 20 years with the Company.
While prior incidents have not materially affected our business strategy, results of operations or financial condition to date, and although our processes are designed to help prevent, detect and mitigate the impact of such incidents, we cannot guarantee that a future security incident would not materially affect our strategy, results of operations or financial condition.
While prior incidents have not materially affected our business strategy, results of operations or financial condition to date, and although our processes are designed to help prevent, detect, mitigate, and minimize the impact of such incidents, we cannot guarantee that a future security incident would not materially affect our strategy, results of operations or financial condition.
The Information Security team is responsible for identifying, assessing and mitigating cybersecurity vulnerabilities, threats and risks; evaluating and deploying appropriate security tools; and operating a 24x7 security operations center to promptly detect, remediate and prevent security incidents.
The Information Security team is responsible for identifying, assessing and mitigating cybersecurity threats, risks, and vulnerabilities; evaluating and deploying appropriate security tools; and operating a 24x7 security operations center to promptly detect, contain, remediate and prevent security incidents.
The full Board is regularly informed about such risks through committee reports, attendance at committee meetings and other communications. Our executive leadership team is responsible for designing and implementing our enterprise risk management program, with input from our Chief Product Officer, Chief Operating Officer, General Counsel and other security and privacy personnel regarding material risks from cybersecurity threats.
Our executive leadership team is responsible for designing and implementing our enterprise risk management program, with input from our Chief Product Officer, Chief Operating Officer, General Counsel and other security and privacy personnel regarding material risks from cybersecurity threats.
ITEM 1C. CYBERSECURITY We maintain a comprehensive cybersecurity program and process for identifying, assessing and managing risks from cybersecurity threats as part of our broader risk management system.
ITEM 1C. CYBERSECURITY We maintain a comprehensive cybersecurity program and process for identifying, assessing and managing risks from cybersecurity threats as part of our broader enterprise risk management system. Our cybersecurity program is run by a dedicated team of cybersecurity professionals with deep expertise in security best practices, security and system engineering, and incident response.
Our Board of Directors has an active role, as a whole and at the committee level, in overseeing management of our material risks from cybersecurity threats. The Board's Audit Committee oversees management of financial, regulatory, compliance and security risks and receives reports at least quarterly from our Chief Operating Officer regarding our cybersecurity programs, vulnerabilities, threats and risks.
The Board's Audit Committee oversees management of financial, regulatory, compliance and security risks and receives reports at least quarterly from our Chief Operating Officer regarding our cybersecurity programs, vulnerabilities, threats and risks. The full Board is regularly informed about such risks through committee reports, attendance at committee meetings and other communications.
We have aligned our information security management system to the International Organization for Standardization ("ISO") 27001 standard and our privacy management system to the ISO 27701 standard. An outside auditor tests the effectiveness of our security and privacy controls against the ISO 27001 and 27701 standards on an annual basis.
An outside auditor tests the effectiveness of our security and privacy controls against the ISO 27001 and 27701 standards on an annual basis. We regularly update our program and processes to incorporate recommendations from auditors and outside security experts.
We consult with outside counsel as appropriate, including on materiality analyses and disclosure matters, and our senior management makes the final materiality determinations and disclosure and other compliance decisions. Our management apprises our independent public accounting firm of any relevant developments. We have experienced, and may in the future experience, cybersecurity incidents.
Our management team informs our independent public accounting firm of any relevant developments. We have experienced, and may in the future experience, cybersecurity incidents.
The executive leadership team regularly discusses security threat trends; incident trends, including any significant incidents that may arise; risk mitigation; and overall security strategy as part of our enterprise security governance process.
The executive leadership team regularly discusses security threat trends, incident trends, risk mitigation, and overall security strategy as part of our enterprise security governance process. We consult with outside counsel as appropriate, including on materiality analyses and disclosure matters, and our senior management makes the final materiality determinations and disclosure and other compliance decisions.
Finally, we maintain a third-party risk management process that includes screening and evaluation by the Information Security team of service providers who will have access to our systems or confidential information, in order to identify and manage cybersecurity risks associated with our use of such providers.
We also maintain a third-party risk management process that includes the screening and evaluation of service providers against our security, privacy, and compliance standards. Our Board of Directors has an active role, as a whole and at the committee level, in overseeing management of our material risks from cybersecurity threats.
The team maintains a comprehensive incident response policy that includes prompt reporting of security incidents to a cross-functional working group (including our Chief Operating Officer, General Counsel, Chief Compliance Officer and other security and privacy personnel) in order to ensure that information required to be disclosed by the Company with respect to security incidents is timely identified and reported.
Security incidents are reported to a cross-functional working group that includes our Chief Operating Officer, General Counsel, Chief Compliance Officer and other stakeholders as merited. We have aligned our information security management system to the International Organization for Standardization ("ISO") 27001 standard and our privacy management system to the ISO 27701 standard.
Removed
We also undergo client security audits and cybersecurity program assessments by outside consultants, and we regularly update our program and processes to incorporate recommendations from auditors, consultants and other experts.
Added
Our Vice President, Information Security is a Certified Information Systems Security (CISSP) and Certified Information Security Management (CISM) professional with a degree in computer science and more than 30 years of relevant IT experience, including more than 10 years at the Company.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIf we require additional space, we believe that we would be able to obtain such space on commercially reasonable terms. 26 Table of Conte nt s As of December 31, 2024, we leased facilities in 16 locations worldwide, including subleased space in three properties. Currently, however, most of our employees are operating under remote or hybrid working arrangements.
Biggest changeIf we require additional space, we believe that we would be able to obtain such space on commercially reasonable terms. As of December 31, 2025, we leased facilities in 13 locations worldwide, and had three subleases in place for a portion of our leased space. Currently, however, most of our employees are operating under remote or hybrid working arrangements.
ITEM 2. PROPERTIES Our corporate headquarters are located in leased office space in Reston, Virginia. Our other principal locations include leased office space in New York, New York and Portland, Oregon. We also lease space in various locations throughout North America, South America, Europe, and Asia Pacific for sales and other personnel.
ITEM 2. PROPERTIES Our corporate headquarters are located in leased office space in Reston, Virginia. Our other principal locations include leased office space in New York, New York and Portland, Oregon. We also lease space in various locations throughout North America, South 26 Table of Conte nt s America, Europe, and Asia Pacific for sales and other personnel.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans The information relating to our equity compensation plans required by Item 5 is incorporated by reference to such information as set forth in Part III, Item 12 , "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." Unregistered Sales of Equity Securities On July 24, 2024, we issued 13.3 million shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay accrued dividends totaling $32.8 million to such holders for annual dividend periods ended in 2023 and 2024.
Biggest changeSecurities Authorized for Issuance Under Equity Compensation Plans The information relating to our equity compensation plans required by Item 5 is incorporated by reference to such information as set forth in Part III, Item 12 , "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." Unregistered Sales of Equity Securities On December 29, 2025, in connection with the Recapitalization, we issued 12.7 million shares of Series C Preferred Stock and 9.9 million shares of Common Stock to the Investors in exchange for all outstanding shares of Series B Preferred Stock.
Additional information required by Item 701 of Regulation S-K was previously included in our Current Report on Form 8-K filed on July 25, 2024. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.
Additional information required by Item 701 of Regulation S-K was previously included in our Current Report on Form 8-K filed on December 31, 2025. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None.
Holders As of February 26, 2025, there were 109 stockholders of record of our Common Stock, although we believe that there are a significantly larger number of beneficial owners of our Common Stock. We derived the number of stockholders by reviewing the listing of outstanding Common Stock recorded by our transfer agent as of February 26, 2025.
Holders As of March 16, 2026, there were 110 stockholders of record of our Common Stock, although we believe that there are a significantly larger number of beneficial owners of our Common Stock. We derived the number of stockholders by reviewing the listing of outstanding Common Stock recorded by our transfer agent as of March 16, 2026.
The shares of Preferred Stock and Common Stock issuable upon conversion of the Preferred Stock that were, or will be, issued as part of or following this issuance, as applicable, were, or will be, issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
The shares of Series C Preferred Stock and Common Stock issued in connection with the Recapitalization were not initially registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYears Ended December 31, 2024 2023 2022 (In thousands) Dollars % of Revenue Dollars % of Revenue Dollars % of Revenue Revenues $ 356,047 100.0 % $ 371,343 100.0 % $ 376,423 100.0 % Cost of revenues 208,708 58.6 % 205,580 55.3 % 205,294 54.5 % Selling and marketing 57,622 16.2 % 63,322 17.1 % 68,453 18.2 % Research and development 33,066 9.3 % 33,701 9.1 % 36,987 9.8 % General and administrative 47,679 13.4 % 51,192 13.8 % 61,200 16.3 % Amortization of intangible assets 3,057 0.9 % 5,213 1.4 % 27,096 7.2 % Impairment of goodwill 63,000 17.7 % 78,200 21.0 % 46,300 12.3 % Impairment of right-of-use and long-lived assets 1,397 0.4 % 1,502 0.4 % 156 — % Restructuring 1,027 0.3 % 6,234 1.7 % 5,810 1.5 % Total expenses from operations 415,556 116.7 % 444,944 119.8 % 451,296 119.9 % Loss from operations (59,509) (16.7) % (73,601) (19.8) % (74,873) (19.9) % Interest expense, net (1,883) (0.5) % (1,445) (0.4) % (915) (0.2) % Other income, net 651 0.2 % 42 — % 9,785 2.6 % Gain (loss) from foreign currency transactions 1,417 0.4 % (2,824) (0.8) % 1,166 0.3 % Loss before income taxes (59,324) (16.7) % (77,828) (21.0) % (64,837) (17.2) % Income tax provision (924) (0.3) % (1,533) (0.4) % (1,724) (0.5) % Net loss $ (60,248) (16.9) % $ (79,361) (21.4) % $ (66,561) (17.7) % 29 Table of Conte nt s Revenues Our products and services are organized around two solution groups: • Content & Ad Measurement represents the measurement portion of our business - measuring audiences across content and advertisements for linear TV, CTV, desktops, laptops, tablets and mobile devices.
Biggest changeYears Ended December 31, 2025 2024 2023 (In thousands) Dollars % of Revenue Dollars % of Revenue Dollars % of Revenue Revenues $ 357,469 100.0 % $ 356,047 100.0 % $ 371,343 100.0 % Cost of revenues 212,761 59.5 % 208,708 58.6 % 205,580 55.3 % Selling and marketing 59,902 16.8 % 57,622 16.2 % 63,322 17.1 % Research and development 30,174 8.4 % 33,066 9.3 % 33,701 9.1 % General and administrative 47,594 13.3 % 47,679 13.4 % 51,192 13.8 % Amortization of intangible assets 2,529 0.7 % 3,057 0.9 % 5,213 1.4 % Impairment of goodwill — — % 63,000 17.7 % 78,200 21.0 % Impairment of right-of-use and long-lived assets — — % 1,397 0.4 % 1,502 0.4 % Restructuring — — % 1,027 0.3 % 6,234 1.7 % Total expenses from operations 352,960 98.7 % 415,556 116.7 % 444,944 119.8 % Income (loss) from operations 4,509 1.3 % (59,509) (16.7) % (73,601) (19.8) % (Loss) gain from foreign currency transactions (5,892) (1.6) % 1,417 0.4 % (2,824) (0.8) % Interest expense, net (6,693) (1.9) % (1,883) (0.5) % (1,445) (0.4) % Other income, net — — % 651 0.2 % 42 — % Loss before income taxes (8,076) (2.3) % (59,324) (16.7) % (77,828) (21.0) % Income tax provision (1,928) (0.5) % (924) (0.3) % (1,533) (0.4) % Net loss $ (10,004) (2.8) % $ (60,248) (16.9) % $ (79,361) (21.4) % 29 Table of Conte nt s Revenues Our products and services are organized around two solution groups: • Content & Ad Measurement represents the measurement portion of our business - measuring audiences across content and advertisements for linear TV, CTV, desktops, laptops, tablets and mobile devices.
Initial proceeds from the Term Loan were used to resolve our aged accounts payable, cash collateralize our outstanding letters of credit, pay transaction fees and expenses, and strengthen our cash position. As of December 31, 2024, we had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $15.0 million.
Initial proceeds from the Term Loan were used to resolve our aged accounts payable, cash collateralize our outstanding letters of credit, pay transaction fees and expenses, and strengthen our cash position. As of December 31, 2025, we had no borrowings outstanding under the Revolving Facility, with remaining borrowing capacity of $15.0 million.
The impairment charge was driven by the execution of a sublease for an office space for which expected cash receipts are less than the cash disbursements for the primary lease. In the quarter ended September 30, 2023, we recorded an impairment charge of $1.5 million related to certain office space lease right-of-use assets and related long-lived assets.
The impairment charge was driven by the execution of a sublease for an office space for which expected cash receipts were less than the cash disbursements for the primary lease. In the quarter ended September 30, 2023, we recorded an impairment charge of $1.5 million related to certain office space lease right-of-use assets and related long-lived assets.
Although we cannot quantify the impact of macroeconomic factors on our future results, any worsening of ad market conditions could negatively impact our financial position and liquidity. Preferred Stock On March 10, 2021, we issued 82,527,609 shares of Preferred Stock in exchange for gross cash proceeds of $204.0 million.
Although we cannot quantify the impact of macroeconomic factors on our future results, any worsening of ad market conditions could negatively impact our financial position and liquidity. Preferred Stock On March 10, 2021, we issued 82,527,609 shares of Series B Preferred Stock in exchange for gross cash proceeds of $204.0 million.
Our assumed long-term growth rate was based on projected long-term inflation and gross domestic product growth estimates for the countries in which we operate and a long-term growth estimate for our business and the industry in which we operate. The long-term growth rate selected for the 2024, 2023 and 2022 annual impairment analyses was 3.0%.
Our assumed long-term growth rate was based on projected long-term inflation and gross domestic product growth estimates for the countries in which we operate and a long-term growth estimate for our business and the industry in which we operate. The long-term growth rate selected for the 2025, 2024 and 2023 annual impairment analyses was 3.0%.
Data costs increased primarily due to higher data licensing costs to expand our data footprint and data rights, as well as a credit of $2.5 million recognized in 2023 under the data licensing agreement with Charter Communications which did not recur in 2024.
Data costs increased primarily due to higher data licensing costs to expand our data footprint and data rights, as well as a credit of $2.5 million recognized in 2023 under the data licensing agreement with Charter Operating which did not recur in 2024.
On June 27, 2024, each holder of Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024. In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024.
On June 27, 2024, each holder of Series B Preferred Stock further waived its right to receive the deferred dividends on or before June 30, 2024. In addition, each holder waived its right to receive on June 30, 2024 the annual dividends otherwise payable on that date for the dividend period ending June 29, 2024.
On the same date, each holder of Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by us on that date. Upon receipt of the waivers, our Board elected to defer the June 2023 payment.
On the same date, each holder of Series B Preferred Stock waived its right to receive on June 30, 2023 the annual dividends otherwise payable by us on that date. Upon receipt of the waivers, our Board elected to defer the June 2023 payment.
On the date of issuance, the additional shares of Preferred Stock were convertible into 662,862 shares of our Common Stock, representing an effective conversion price of $49.438 per share for the canceled dividend obligation.
On the date of issuance, the additional shares of Series B Preferred Stock were convertible into 662,862 shares of our Common Stock, representing an effective conversion price of $49.438 per share for the canceled dividend obligation.
Research and development expenses for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Employee costs $ 24,825 7.0 % $ 26,628 7.2 % $ (1,803) (6.8) % Technology 3,117 0.9 % 3,367 0.9 % (250) (7.4) % Professional fees 2,425 0.7 % 640 0.2 % 1,785 278.9 % Lease expense and depreciation 2,236 0.6 % 2,523 0.7 % (287) (11.4) % Other 463 0.1 % 543 0.1 % (80) (14.7) % Total research and development expenses $ 33,066 9.3 % $ 33,701 9.1 % $ (635) (1.9) % 32 Table of Conte nt s Research and development expenses decreased by $0.6 million, or 1.9%, for the year ended December 31, 2024 as compared to 2023.
Research and development expenses for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Employee costs $ 24,825 7.0 % $ 26,628 7.2 % $ (1,803) (6.8) % Technology 3,117 0.9 % 3,367 0.9 % (250) (7.4) % Professional fees 2,425 0.7 % 640 0.2 % 1,785 278.9 % Lease expense and depreciation 2,236 0.6 % 2,523 0.7 % (287) (11.4) % Other 463 0.1 % 543 0.1 % (80) (14.7) % Total research and development expenses $ 33,066 9.3 % $ 33,701 9.1 % $ (635) (1.9) % Research and development expenses decreased by $0.6 million, or 1.9%, for the year ended December 31, 2024 as compared to 2023.
The extent of these investments will be affected by our ability to expand relationships with existing customers, grow our customer base and introduce new digital formats, as well as constraints on cash expenditures due to our financial position and the current economic environment. Net cash used in investing activities in 2024 was $24.1 million compared to $23.8 million in 2023.
The extent of these investments will be affected by our ability to expand relationships with existing customers, grow our customer base and introduce new digital formats, as well as constraints on cash expenditures due to our financial position and the current economic environment. Net cash used in investing activities in 2025 was $23.4 million compared to $24.1 million in 2024.
The holders of Preferred Stock are entitled to participate in all dividends declared on the Common Stock on an as-converted basis and are also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain specified circumstances (including in connection with the dividend waivers described below).
The holders of Series B Preferred Stock were entitled to participate in all dividends declared on the Common Stock on an as-converted basis and were also entitled to a cumulative dividend at the rate of 7.5% per annum, payable annually in arrears and subject to increase under certain specified circumstances (including in connection with the dividend waivers described below).
Under the waivers and the Certificate of Designations, the deferred dividends would accrue and accumulate at a rate of 9.5% per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023.
Under the waivers and the Certificate of Designations of Series B Preferred Stock, the deferred dividends would accrue and accumulate at a rate of 9.5% per year from June 30, 2023 until declared and paid, with payment to occur on or before December 31, 2023.
For additional information on the Prior Credit Agreement, refer to Footnote 5 , Debt . Restricted Cash Restricted cash represents collateralized letters of credit and security deposits for subleased office space. As of December 31, 2024 and 2023, we had $3.5 million and $0.2 million of restricted cash, respectively.
For additional information on the Credit Agreement, refer to Footnote 5 , Debt . Restricted Cash Restricted cash represents collateralized letters of credit and security deposits for subleased office space. As of December 31, 2025 and 2024, we had $3.2 million and $3.5 million of restricted cash, respectively.
We categorize our revenue along these two solution groups; however, our cost structure is tracked at the corporate level and not by our solution groups. These shared costs include employee costs, purchased data, operational overhead, data storage and technology that supports multiple solution groups.
We categorize our revenue along these two solution groups; however, our cost structure is tracked at the corporate level and not by our solution groups. These shared costs include employee costs, purchased data, operational overhead, data storage and technology that support both solution groups.
Future Capital Requirements Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors, including the timing of cash collections from our customers, data costs and other trade payables, service of our debt and lease facilities, dividend payment obligations, and expenses from ongoing compliance efforts and legal matters.
Future Capital Requirements Our ability to generate cash is subject to our performance, general economic conditions, industry trends and other factors, including the timing of cash collections from our customers, data costs and other trade payables, service of our debt and lease facilities, and expenses from ongoing compliance efforts, legal matters, and strategic transactions.
We use discount rates that are commensurate with the risks and uncertainty inherent in our business and in our internally-developed forecasts. The discount rates selected for the 2024, 2023 and 2022 annual impairment analyses were 24.5%, 22.0% and 27.0%, respectively.
We use discount rates that are commensurate with the risks and uncertainty inherent in our business and in our internally-developed forecasts. The discount rates selected for the 2025, 2024 and 2023 annual impairment analyses were 16.0%, 24.5% and 22.0%, respectively.
In connection with the issuance, we also entered into an amendment to the Stockholders Agreement with the holders of Preferred Stock. Among other things, the amendment reduced the $100.0 million special dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the additional Preferred Stock ($32.8 million).
In connection with the issuance, we also entered into an amendment to the prior stockholders agreement with the Investors. Among other things, the amendment reduced the $100.0 million special dividend threshold set forth in the prior stockholders agreement by an amount equal to the liquidation preference of the additional Series B Preferred Stock ($32.8 million).
Net proceeds from the issuance totaled $187.9 million after deducting issuance costs. Shares of Preferred Stock are convertible into Common Stock as described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).
Net proceeds from the issuance totaled $187.9 million after deducting issuance costs. Shares of Series B Preferred Stock were convertible into Common Stock as described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit).
During the years ended December 31, 2024, 2023, and 2022, we recorded an income tax provision of $0.9 million, $1.5 million, and $1.7 million, resulting in an effective tax rate of 1.6%, 2.0%, and 2.7%, respectively.
During the years ended December 31, 2025, 2024, and 2023, we recorded an income tax provision of $1.9 million, $0.9 million, and $1.5 million, resulting in an effective tax rate of 23.9%, 1.6%, and 2.0%, respectively.
On July 24, 2024, we issued 13,257,294 additional shares of Preferred Stock to the existing holders of Preferred Stock in exchange for cancellation of our obligation to pay the deferred dividends described above, which totaled $32.8 million on the issuance date.
On July 24, 2024, we issued 13,257,294 additional shares of Series B Preferred Stock to the Investors in exchange for cancellation of our obligation to pay the deferred dividends described above, which totaled $32.8 million on the issuance date.
If the reporting unit's future performance falls below our expectations, or if there are negative revisions to our fair value assumptions, including those that are significant and discussed above, we may need to record a material, non-cash goodwill impairment charge in a future period. 40 Table of Conte nt s
If the reporting unit's future performance falls below our expectations, or if there are negative revisions to our fair value assumptions, including those that are significant and discussed above, we may need to record a material, non-cash goodwill impairment charge in a future period.
Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of the reporting unit below the carrying value.
Goodwill is reviewed for possible impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of 39 Table of Conte nt s the reporting unit below the carrying value.
The additional shares of Preferred Stock have the same terms and conditions as the Preferred Stock previously issued, including that holders are entitled to cumulative dividends at a rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances.
The additional shares of Series B Preferred Stock had the same terms and conditions as the Series B Preferred Stock previously issued, including that holders were entitled to cumulative dividends at a rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances.
Changes to the SSP will impact the amount of consideration allocated to each performance obligation, which could have an impact on the timing and amount of 39 Table of Conte nt s revenues recognized in future periods as our performance obligations are satisfied.
Changes to the SSP will impact the amount of consideration allocated to each performance obligation, which could have an impact on the timing and amount of revenues recognized in future periods as our performance obligations are satisfied.
Under these waivers and the Certificate of Designations, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5% per year until declared and paid, with payment to occur on or before July 31, 2024, subject to certain conditions.
Under these waivers and the Certificate of Designations of Series B Preferred Stock, the deferred dividends for both periods (2023 and 2024) would continue to accrue and accumulate at a rate of 9.5% per year until declared and paid, with payment to occur on or before July 31, 2024.
The Credit Agreement provides a borrowing capacity of $60.0 million consisting of the $45.0 million Term Loan and the $15.0 million Revolving Facility. As of December 31, 2024, the interest rate for the Term Loan was 11.59% based on the Adjusted Term SOFR rate, as defined in the Credit Agreement.
The Credit Agreement provides a borrowing capacity of $60.0 million consisting of the $45.0 million Term Loan and the $15.0 million Revolving Facility. As of December 31, 2025, the interest rate for the Term Loan was 10.93% based on the Adjusted Term SOFR rate, as defined in the Credit Agreement.
Organizational Restructuring We incurred restructuring expenses of $1.0 million, $6.2 million and $5.8 million for the years ended December 31, 2024, 2023 and 2022, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022. The 2022 restructuring plan was substantially completed in 2024.
Organizational Restructuring We incurred restructuring expenses of $1.0 million and $6.2 million for the years ended December 31, 2024 and 2023, respectively, related to the implementation of a restructuring plan that included a workforce reduction communicated in 2022. The 2022 restructuring plan was substantially completed in 2024. For further information refer to Footnote 15 , Organizational Restructuring .
In addition, we expect to make variable payments related to a set-top box data agreement totaling an estimated $108.8 million over the next seven years. We have both operating and financing leases related to corporate office space and equipment. Our leases have remaining terms from less than one year to five years.
In addition, we expect to make variable payments related to a set-top box data agreement totaling an estimated $86.0 million over the next six years. We have both operating and financing leases related to corporate office space and equipment. Our leases have remaining terms of less than one year to five years.
These declines have had a direct impact on demand for our products, particularly those that are tied to discretionary advertising spend. We expect that softness in the advertising market will continue to affect our business into 2025.
These delays and declines have had a direct impact on demand for our products, particularly those that are tied to advertising spend. We expect that softness in the advertising market will continue to affect our business in 2026.
Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $46.3 million non-cash impairment charge in the quarter ended September 30, 2022. For further information refer to Footnote 9 , Goodwill and Intangible Assets and Item 7 , Critical Accounting Estimates .
Our reporting unit did not pass the goodwill impairment test, and as a result we recorded a $44.1 million non-cash impairment charge in the quarter ended June 30, 2023. For further information refer to Footnote 9 , Goodwill and Intangible Assets and Item 7 , Critical Accounting Estimates .
As of December 31, 2024, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $33.5 million, including $3.5 million in restricted cash (primarily related to letters of credit); cash flows from our operations; and amounts available to us under our Credit Agreement, as described below.
As of December 31, 2025, our principal sources of liquidity consisted of cash, cash equivalents and restricted cash totaling $26.8 million, including $3.2 million in restricted cash (primarily related to letters of credit); cash flows from our operations; and amounts available to us under our Credit Agreement, as described below.
Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as: depreciation, stock-based compensation, non-cash operating lease expense, amortization expense of finance leases and intangible assets, impairment of right-of-use and long-lived assets and goodwill, deferred tax provision and change in the fair value of warrants liability.
Cash provided by operating activities is calculated by adjusting our net loss for changes in working capital, as well as by excluding non-cash items such as: depreciation, unrealized foreign currency loss (gain), non-cash operating lease expense, stock-based compensation, amortization expense of finance leases and intangible assets, impairment of right-of-use and long-lived assets and goodwill, and deferred tax provision (benefit).
Cost of revenues for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Data costs $ 76,966 21.6 % $ 72,420 19.5 % $ 4,546 6.3 % Employee costs 39,102 11.0 % 37,049 10.0 % 2,053 5.5 % Systems and bandwidth costs 27,914 7.8 % 36,268 9.8 % (8,354) (23.0) % Lease expense and depreciation 27,014 7.6 % 23,051 6.2 % 3,963 17.2 % Panel costs 13,262 3.7 % 13,370 3.6 % (108) (0.8) % Royalties and resellers 6,506 1.8 % 4,095 1.1 % 2,411 58.9 % Sample and survey costs 6,286 1.8 % 6,452 1.7 % (166) (2.6) % Professional fees 6,234 1.8 % 7,734 2.1 % (1,500) (19.4) % Technology 4,374 1.2 % 4,114 1.1 % 260 6.3 % Other 1,050 0.3 % 1,027 0.3 % 23 2.2 % Total cost of revenues $ 208,708 58.6 % $ 205,580 55.4 % $ 3,128 1.5 % Cost of revenues increased by $3.1 million, or 1.5%, for the year ended December 31, 2024 as compared to 2023.
Data costs decreased primarily due to the December 2024 amendment to our data license agreement with Charter Communications Operating, LLC ("Charter Operating"), for which fees are now paid based on household counts provided during the period. 31 Table of Conte nt s Cost of revenues for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Data costs $ 76,966 21.6 % $ 72,420 19.5 % $ 4,546 6.3 % Employee costs 39,102 11.0 % 37,049 10.0 % 2,053 5.5 % Systems and bandwidth costs 27,914 7.8 % 36,268 9.8 % (8,354) (23.0) % Lease expense and depreciation 27,014 7.6 % 23,051 6.2 % 3,963 17.2 % Panel costs 13,262 3.7 % 13,370 3.6 % (108) (0.8) % Royalties and resellers 6,506 1.8 % 4,095 1.1 % 2,411 58.9 % Sample and survey costs 6,286 1.8 % 6,452 1.7 % (166) (2.6) % Professional fees 6,234 1.8 % 7,734 2.1 % (1,500) (19.4) % Technology 4,374 1.2 % 4,114 1.1 % 260 6.3 % Other 1,050 0.3 % 1,027 0.3 % 23 2.2 % Total cost of revenues $ 208,708 58.6 % $ 205,580 55.4 % $ 3,128 1.5 % Cost of revenues increased by $3.1 million, or 1.5%, for the year ended December 31, 2024 as compared to 2023.
Income tax expense of $0.7 million has also been included for permanent differences in the book and tax treatment of certain stock-based compensation, executive compensation, and other nondeductible expenses. These tax adjustments, along with state and local taxes, are the primary drivers of the annual effective income tax rate.
Income tax expense of $2.4 million has also been included for permanent differences in the book and tax treatment of certain stock-based compensation, local statutory to U.S. GAAP adjustments, and other nondeductible expenses. These tax adjustments, along with state and local taxes, are the primary drivers of the annual effective income tax rate.
General and administrative expenses for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Employee costs $ 24,659 6.9 % $ 26,770 7.2 % $ (2,111) (7.9) % Professional fees 12,338 3.5 % 14,341 3.9 % (2,003) (14.0) % Technology 3,328 0.9 % 3,385 0.9 % (57) (1.7) % Lease expense and depreciation 1,329 0.4 % 1,444 0.4 % (115) (8.0) % Other 6,025 1.7 % 5,252 1.4 % 773 14.7 % Total general and administrative expenses $ 47,679 13.4 % $ 51,192 13.8 % $ (3,513) (6.9) % General and administrative expenses decreased by $3.5 million, or 6.9%, for the year ended December 31, 2024 as compared to 2023.
Employee costs increased primarily due to an increase in employee bonuses and severance expense for terminated employees, partially offset by a decrease in stock-based compensation expense. 33 Table of Conte nt s General and administrative expenses for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Employee costs $ 24,659 6.9 % $ 26,770 7.2 % $ (2,111) (7.9) % Professional fees 12,338 3.5 % 14,341 3.9 % (2,003) (14.0) % Technology 3,328 0.9 % 3,385 0.9 % (57) (1.7) % Lease expense and depreciation 1,329 0.4 % 1,444 0.4 % (115) (8.0) % Other 6,025 1.7 % 5,252 1.4 % 773 14.7 % Total general and administrative expenses $ 47,679 13.4 % $ 51,192 13.8 % $ (3,513) (6.9) % General and administrative expenses decreased by $3.5 million, or 6.9%, for the year ended December 31, 2024 as compared to 2023.
For information with respect to sales by geographic markets, refer to Footnote 3 , Revenue Recognition, of the Notes to Consolidated Financial Statements. Our chief operating decision maker (our CEO) does not evaluate the profit or loss from any separate geography.
We generate the majority of our revenues from the sale and delivery of our products within the United States. For information with respect to sales by geographic markets, refer to Footnote 3 , Revenue Recognition, of the Notes to Consolidated Financial Statements. Our chief operating decision maker (our CEO) does not evaluate the profit or loss from any separate geography.
Our selected discount rate was higher in 2024 in comparison to 2023 primarily due to the increase in company-specific risk premium ("CSRP"). The increase in CSRP was related to an increase in operational risk in earnings before interest, taxes, depreciation, and amortization.
Our selected discount rate was lower in 2025 in comparison to 2024 primarily due to the decrease in company-specific risk premium ("CSRP"). The decrease in CSRP was related to a decrease in operational risk in earnings before interest, taxes, depreciation, and amortization.
Revenues for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Content & Ad Measurement Syndicated Audience $ 260,654 73.2 % $ 276,101 74.4 % $ (15,447) (5.6) % Cross-Platform 40,470 11.4 % 33,803 9.1 % 6,667 19.7 % Total Content & Ad Measurement 301,124 84.6 % 309,904 83.5 % (8,780) (2.8) % Research & Insight Solutions 54,923 15.4 % 61,439 16.5 % (6,516) (10.6) % Total $ 356,047 100.0 % $ 371,343 100.0 % $ (15,296) (4.1) % Total revenues decreased by $15.3 million, or 4.1%, for the year ended December 31, 2024 as compared to 2023.
Revenues for the years ended December 31, 2024 and 2023 are as follows: Years Ended December 31, (In thousands) 2024 % of Revenue 2023 % of Revenue $ Variance % Variance Content & Ad Measurement Syndicated Audience $ 260,654 73.2 % $ 276,101 74.4 % $ (15,447) (5.6) % Cross-Platform 40,470 11.4 % 33,803 9.1 % 6,667 19.7 % Total Content & Ad Measurement 301,124 84.6 % 309,904 83.5 % (8,780) (2.8) % Research & Insight Solutions 54,923 15.4 % 61,439 16.5 % (6,516) (10.6) % Total $ 356,047 100.0 % $ 371,343 100.0 % $ (15,296) (4.1) % Total revenues decreased by $15.3 million, or 4.1%, for the year ended December 31, 2024 as compared to 2023. 30 Table of Conte nt s Content & Ad Measurement revenue decreased due to lower revenue from our Syndicated Audience offerings, primarily related to lower renewals of our national TV and syndicated digital products, as well as lower variable cloud computing and processing reimbursements for certain custom TV data set deliveries.
These tax adjustments, along with state and local taxes and book losses in foreign jurisdictions where the income tax rate is substantially lower than the U.S. federal statutory rate, are the primary drivers of the annual effective income tax rate. 35 Table of Conte nt s Liquidity and Capital Resources The following table summarizes our cash flows for each of the periods identified: Years Ended December 31, (In thousands) 2024 2023 2022 Net cash provided by operating activities $ 18,104 $ 28,926 $ 34,937 Net cash used in investing activities (24,062) (23,786) (17,822) Net cash provided by (used in) financing activities 17,623 (3,394) (18,132) Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,133) 748 (820) Net increase (decrease) in cash, cash equivalents and restricted cash 10,532 2,494 (1,837) Overview Our principal uses of cash consist of cash paid for data, payroll and other operating expenses, including expenses incurred in prior periods; payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers; service of our debt and lease facilities; and deferred payment obligations with respect to our 2021 acquisition of Shareablee.
These tax adjustments, along with state and local taxes, are the primary drivers of the annual effective income tax rate. 35 Table of Conte nt s Liquidity and Capital Resources The following table summarizes our cash flows for each of the periods identified: Years Ended December 31, (In thousands) 2025 2024 2023 Net cash provided by operating activities $ 22,736 $ 18,104 $ 28,926 Net cash used in investing activities (23,385) (24,062) (23,786) Net cash (used in) provided by financing activities (6,995) 17,623 (3,394) Effect of exchange rate changes on cash, cash equivalents and restricted cash 976 (1,133) 748 Net (decrease) increase in cash, cash equivalents and restricted cash (6,668) 10,532 2,494 Overview Our principal uses of cash consist of cash paid for data, payroll and other operating expenses; payments related to investments in equipment, primarily to support our consumer panels and technical infrastructure required to deliver our products and services and support our customers; and service of our debt and lease facilities.
Content & Ad Measurement revenue increased due to higher revenue from our Cross-Platform offerings, driven by increased usage of our Proximic and CCR products, along with increases in local TV and movies revenue due to higher renewals and new business.
Content & Ad Measurement revenue increased due to growth in our Cross-Platform revenue, primarily driven by increased usage of our Proximic and CCR products and adoption of our CCM offering, along with double-digit growth in local TV from new business and higher renewals.
Research and Development Research and development expenses include product development costs, consisting primarily of employee costs including salaries, benefits, stock-based compensation and other related costs for personnel associated with research and development activities, third-party expenses to develop new products and third-party data costs and allocated overhead, lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.
Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and a decrease in commissions. 32 Table of Conte nt s Research and Development Research and development expenses include product development costs, consisting primarily of employee costs including salaries, benefits, stock-based compensation and other related costs for personnel associated with research and development activities, third-party expenses to develop new products, third-party data costs, allocated overhead, lease expense and other facilities-related costs, and depreciation expense related to general purpose equipment and software.
On December 26, 2023, each holder of our Preferred Stock waived its right to receive the deferred dividends on or before December 31, 2023. Under these waivers and the Certificate of Designations, the deferred dividends would continue to accrue at a rate of 9.5% per year until declared and paid, with payment to occur on or before June 30, 2024.
Under these waivers and the Certificate of Designations of Series B Preferred Stock, the deferred dividends would continue to accrue at a rate of 9.5% per year until declared and paid, with payment to occur on or before June 30, 2024.
Goodwill allocated to our single reporting unit as of December 31, 2024 was $246.0 million. The projected long-term cash flows used in our fair value estimate are consistent with our most recent operating plan as of the evaluation date and are dependent on the successful execution of our business plan, overall industry growth rates and the competitive environment.
The projected long-term cash flows used in our fair value estimate are consistent with our most recent operating plan as of the evaluation date and are dependent on the successful execution of our business plan, overall industry growth rates and the competitive environment.
We had outstanding letters of credit of $3.2 million as of December 31, 2024. On December 31, 2024, we entered into a senior secured financing agreement (the "Credit Agreement") with Blue Torch Finance LLC. The Credit Agreement has a term of four years and matures in December 2028.
On December 31, 2024, we entered into the Credit Agreement with Blue Torch Finance LLC. The Credit Agreement has a term of four years and matures in December 2028.
As of December 31, 2024, the total fixed payment obligation related to this agreement is $13.8 million.
As of December 31, 2025, the total fixed payment obligation related to this agreement is $56.1 million.
Net cash provided by operating activities in 2024 was $18.1 million compared to $28.9 million in 2023.
Net cash provided by operating activities in 2025 was $22.7 million compared to $18.1 million in 2024.
Interest expense, net, increased $0.4 million in 2024 to $1.9 million as compared to $1.4 million in 2023. The increase in interest expense for the year ended December 31, 2024 as compared to 2023 was primarily due to a higher interest rate on debt under our Prior Credit Agreement, as described in Footnote 5 , Debt.
The increase in interest expense was primarily due to the increase in debt balance related to the Credit Agreement we executed on December 31, 2024, as described in Footnote 5 , Debt. Interest expense, net, increased $0.4 million in 2024 to $1.9 million as compared to $1.4 million in 2023.
The decrease in cash provided by operating activities was partially attributable to a net decrease in cash generated from operating assets and liabilities, with $10.5 million of cash used for the year ended December 31, 2023 as compared to $0.3 million of cash generated for the year ended December 31, 2022.
The increase in cash provided by operating activities was partially attributable to a net decrease in cash used by operating assets and liabilities, with $13.5 million of cash used for the year ended December 31, 2025 as compared to $23.8 million for the year ended December 31, 2024.
This was offset by the repayment of $16.0 million under the Prior Credit Agreement and the payment of the second installment of contingent consideration for our 2021 Shareablee acquisition initially recorded at fair value and paid in 2024. 38 Table of Conte nt s Net cash used in financing activities in 2023 was $3.4 million compared to $18.1 million in 2022.
This was offset by the repayment of $16.0 million under our prior credit agreement and the payment of the second installment of contingent consideration for our 2021 Shareablee acquisition. Net cash provided by financing activities in 2024 was $17.6 million compared to net cash used in financing activities of $3.4 million in 2023.
These agreements have remaining terms of less than one year to seven years. As of December 31, 2024, the total fixed payment obligations related to set-top box and connected TV data agreements are $125.5 million and $25.4 million, respectively.
These agreements have remaining terms of less than one year to six years. As of December 31, 2025, the total fixed payment obligations related to set-top box and 38 Table of Conte nt s connected TV data agreements are $98.5 million and $22.7 million, respectively.
Product offerings reported in this solution group include our legacy subscription-based syndicated offerings that measure audiences for linear TV (national and local), digital and streaming, as well as theatrical box office receipts. Also included in this solution group are our transaction-based cross-platform products, Proximic by Comscore ("Proximic"), our Activation solution suite, and Comscore Campaign Ratings ("CCR").
Product offerings reported in this solution group include our legacy subscription-based syndicated offerings that measure audiences for linear TV (national and local), digital and streaming, as well as theatrical box office receipts.
This was offset by a decrease in Syndicated Audience revenue, primarily related to lower renewals of our national TV and syndicated digital products and a one-time custom deliverable in the first quarter of 2022. Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products.
This growth was partially offset by a decrease in revenue from our Syndicated Audience offerings, primarily related to lower renewals of our national TV and syndicated digital products. Research & Insight Solutions revenue decreased primarily due to lower deliveries of certain custom digital products, partially offset by new business from our Consumer Brand Health products.
The impairment charge was driven by our abandonment of certain leased office spaces prior to the end of the lease terms. For further information refer to Footnote 2 , Summary of Significant Accounting Policies .
The impairment charge was driven by our abandonment of certain leased office spaces prior to the end of the lease terms. No impairment charge related to right-of-use and long-lived assets was incurred during the year ended December 31, 2025. For further information refer to Footnote 2 , Summary of Significant Accounting Policies .
Dollar and Euro and the U.S. Dollar against the Euro and Argentine Peso. For the year ended December 31, 2022, the gain from foreign currency transactions was $1.2 million. The gain was primarily driven by fluctuations in the Euro and Chilean Peso against the U.S. Dollar and the U.S. Dollar against the Canadian Dollar and Argentine Peso.
Dollars are in a net liability position. For the year ended December 31, 2025, the loss from foreign currency transactions was $5.9 million. The loss was primarily driven by fluctuations in the U.S. Dollar against the Chilean Peso, Euro and Canadian Dollar. For the year ended December 31, 2024, the gain from foreign currency transactions was $1.4 million.
As of December 31, 2024, the total fixed payment obligation related to these agreements is $36.4 million. We have an agreement for cloud-based data storage and bandwidth to help process and store our data. The remaining term for this agreement is less than one year.
As of December 31, 2025, the total fixed payment obligation related to these agreements is $22.3 million. In 2025, we amended an agreement for cloud-based data storage and bandwidth services to help process and store our data, extending the term through 2028. The remaining term for this agreement is three years.
Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and a decrease in employee bonus expense. Professional fees decreased primarily due to a decrease in corporate insurance costs.
Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and a decrease in employee bonus expense. Professional fees decreased primarily due to a decrease in corporate insurance costs. Amortization of Intangible Assets Amortization expense consists of charges related to the amortization of intangible assets associated with acquisitions, primarily our 2021 acquisition of Shareablee.
Income Tax Provision A valuation allowance has been established against our net U.S. federal and state deferred tax assets, and certain foreign deferred tax assets, including net operating loss carryforwards. As a result, our income tax position is primarily related to foreign tax activity and U.S. deferred taxes for tax deductible goodwill and other indefinite-lived liabilities.
As a result, our income tax position is primarily related to foreign tax activity and U.S. deferred taxes for tax deductible goodwill and other indefinite-lived liabilities.
Critical Accounting Estimates Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP").
If we issue additional equity securities in order to raise additional funds or for other purposes, further dilution to existing stockholders may occur. Critical Accounting Estimates Our discussion and analysis of our financial condition and results of operations are based on our Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP").
Interest expense, net, increased $0.5 million in 2023 to $1.4 million as compared to $0.9 million in 2022. The increase in interest expense for the year ended December 31, 2023 as compared to 2022 was primarily due to a higher interest rate on debt under our Prior Credit Agreement, as described in Footnote 5 , Debt .
The increase in interest expense was primarily due to a higher interest rate on debt under our prior credit agreement, as described in Footnote 5 , Debt .
The decrease in amortization of intangible assets in 2024 and 2023 was primarily due to amortization related to certain customer relationships, methodologies and technology intangibles related to the Rentrak merger reaching the end of their useful lives.
The decrease in amortization of intangible assets in 2024 was primarily due to amortization related to certain customer relationships, methodologies and technology intangibles related to our 2016 Rentrak merger reaching the end of their useful lives. Impairment of Goodwill We performed a quantitative impairment test on our annual testing date as of October 1, 2025.
In addition, such holders are entitled to request, and we must take all actions reasonably necessary to pay, a one-time special dividend on the Preferred Stock equal to the highest dividend that our Board of Directors determines can be paid at the applicable time (or a lesser amount agreed by the holders), subject to additional conditions and limitations described in Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit) .
In addition, such holders were entitled to request, 36 Table of Conte nt s and we would have had to take all actions reasonably necessary to pay, a one-time special dividend on the Series B Preferred Stock equal to the highest dividend that our Board of Directors determined could be paid at the applicable time (or a lesser amount agreed by the holders).
Revenues by Geographic Location Revenue from outside of the United States was $37.7 million, $35.6 million and $38.6 million for the years ended December 31, 2024, 2023, and 2022, respectively.
Revenues by Geographic Location Revenue from outside of the United States was $42.1 million, $37.7 million and $35.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. Non-U.S. revenue increased in 2025 primarily due to an increase in revenue from our Syndicated Audience offerings.
Cost of Revenues Cost of revenues consists primarily of expenses related to producing our products, operating our network infrastructure, and the recruitment, maintenance and support of our consumer panels.
We anticipate that revenues from our U.S. sales will continue to constitute a substantial portion of our revenues in future periods. Cost of Revenues Cost of revenues consists primarily of expenses related to producing our products, operating our network infrastructure, and the recruitment, maintenance and support of our consumer panels.
Financing Activities Net cash provided by financing activities in 2024 was $17.6 million compared to net cash used in financing activities of $3.4 million in 2023. The increase in cash provided by financing activities was primarily due to net proceeds of $40.4 million from the Credit Agreement in 2024.
The increase in net cash used in financing activities in 2025 was driven primarily by the payment of issuance costs related to the Recapitalization and higher finance lease principal payments. The cash provided by financing activities in 2024 was primarily due to net proceeds of $40.4 million from the Credit Agreement.
We may be obligated to obtain debt financing in order to effectuate the special dividend, which could significantly impact our financial position and liquidity depending on the timing and scope of the dividend payment and related financing. 36 Table of Conte nt s At an annual meeting held on June 15, 2023, our stockholders approved proposals permitting the payment of annual dividends on the Preferred Stock in the form of cash, shares of Common Stock, additional shares of Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations governing the Preferred Stock.
At an annual meeting held on June 15, 2023, our stockholders approved proposals permitting the payment of annual dividends on the Series B Preferred Stock in the form of cash, shares of Common Stock, additional shares of Series B Preferred Stock, or a combination thereof, subject to conditions set forth in the Certificate of Designations governing the Series B Preferred Stock.
Also included in the total tax expense is an income tax adjustment of $12.7 million related to the impairment of goodwill. Income tax expense of $18.5 million has also been included for an increase in the valuation allowance recorded against our deferred tax assets to offset the tax benefit of our operating losses in the U.S. and certain foreign jurisdictions.
Included within tax expense for the year ended December 31, 2025 is an income tax benefit of $8.0 million for a decrease in the valuation allowance recorded against our deferred tax assets to offset the tax expense of our operating losses in the U.S. and certain foreign jurisdictions.
Amortization of intangible assets decreased by $2.2 million, or 41.4%, for 2024 as compared to 2023 and by $21.9 million, or 33 Table of Conte nt s 80.8%, for 2023 as compared to 2022.
Amortization of intangible assets decreased by $0.5 million, or 17.3%, for 2025 as compared to 2024 and by $2.2 million, or 41.4%, for 2024 as compared to 2023.
Additionally, beginning with the fiscal year ending December 31, 2025, we may be required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages. Certain payments may be subject to prepayment premiums.
Additionally, we may be required to prepay the loans annually with Excess Cash Flow (as defined in the Credit Agreement) at specified percentages, or we may voluntarily prepay a portion of the loans in order to maintain compliance with our financial covenants, as we anticipate doing in the first quarter of 2026. Certain payments may be subject to prepayment premiums.
Employee costs decreased primarily due to a decrease in employee headcount related to our restructuring plan and a decrease in commissions.
Employee costs decreased primarily due to a shift in headcount toward supporting our products.
Our history of net losses, as well as disruption and volatility in global capital and credit markets, could impact our ability to access capital resources on terms acceptable to us or at all. If we issue additional equity securities in order to raise additional funds, pay dividends or for other purposes, further dilution to existing stockholders may occur.
We may also be required to (or choose to) prepay or refinance our Credit Agreement, including to maintain compliance with our financial covenants. Our history of net losses, as well as disruption and volatility in global capital and credit markets, could impact our ability to access capital resources on terms acceptable to us or at all.
Any payment of dividends (annual or special) in the form of cash could significantly impact our financial position and liquidity. Secured Credit Agreement On December 31, 2024, we entered into the Credit Agreement with Blue Torch Finance LLC. The Credit Agreement has a term of four years and matures in December 2028.
As of December 31, 2025, no shares of Series C Preferred Stock had been converted into Common Stock. Secured Credit Agreement On December 31, 2024, we entered into the Credit Agreement with Blue Torch Finance LLC. The Credit Agreement has a term of four years and matures in December 2028.
Research and development expenses for the years ended December 31, 2023 and 2022 are as follows: Years Ended December 31, (In thousands) 2023 % of Revenue 2022 % of Revenue $ Variance % Variance Employee costs $ 26,628 7.2 % $ 28,955 7.7 % $ (2,327) (8.0) % Technology 3,367 0.9 % 3,685 1.0 % (318) (8.6) % Lease expense and depreciation 2,523 0.7 % 2,783 0.7 % (260) (9.3) % Professional fees 640 0.2 % 1,002 0.3 % (362) (36.1) % Other 543 0.1 % 562 0.1 % (19) (3.4) % Total research and development expenses $ 33,701 9.1 % $ 36,987 9.8 % $ (3,286) (8.9) % Research and development expenses decreased by $3.3 million, or 8.9%, for the year ended December 31, 2023 as compared to 2022.
Research and development expenses for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, (In thousands) 2025 % of Revenue 2024 % of Revenue $ Variance % Variance Employee costs $ 22,821 6.3 % $ 24,825 7.0 % $ (2,004) (8.1) % Technology 3,043 0.9 % 3,117 0.9 % (74) (2.4) % Professional fees 2,328 0.7 % 2,425 0.7 % (97) (4.0) % Lease expense and depreciation 1,504 0.4 % 2,236 0.6 % (732) (32.7) % Other 478 0.1 % 463 0.1 % 15 3.2 % Total research and development expenses $ 30,174 8.4 % $ 33,066 9.3 % $ (2,892) (8.7) % Research and development expenses decreased by $2.9 million, or 8.7%, for the year ended December 31, 2025 as compared to 2024.
As of December 31, 2024, we had $45.0 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million. For additional information on the Credit Agreement, refer to Footnote 5 , Debt . Prior Credit Agreement On May 5, 2021, we entered into the Prior Credit Agreement.
As of December 31, 2025, we were in compliance with our covenants under the Credit Agreement. 37 Table of Conte nt s As of December 31, 2025, we had $44.6 million outstanding under the Term Loan and no borrowings outstanding under the Revolving Facility, with a remaining borrowing capacity of $15.0 million.
For further information refer to Footnote 15 , Organizational Restructuring . Interest Expense, Net Interest expense, net consists of interest income and interest expense. Interest income primarily consists of interest earned from our cash and cash equivalent balances. Interest expense relates to interest on our Prior Credit Agreement and our finance leases.
Interest Expense, Net Interest expense, net consists of interest income and interest expense. Interest income primarily consists of interest earned from our cash and cash equivalent balances.
General and administrative expenses for the years ended December 31, 2023 and 2022 are as follows: Years Ended December 31, (In thousands) 2023 % of Revenue 2022 % of Revenue $ Variance % Variance Employee costs $ 26,770 7.2 % $ 31,298 8.3 % $ (4,528) (14.5) % Professional fees 14,341 3.9 % 15,706 4.2 % (1,365) (8.7) % Technology 3,385 0.9 % 3,379 0.9 % 6 0.2 % Lease expense and depreciation 1,444 0.4 % 1,668 0.4 % (224) (13.4) % Other 5,252 1.4 % 9,149 2.4 % (3,897) (42.6) % Total general and administrative expenses $ 51,192 13.8 % $ 61,200 16.3 % $ (10,008) (16.4) % General and administrative expenses decreased by $10.0 million, or 16.4%, for the year ended December 31, 2023 as compared to 2022.
General and administrative expenses for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, (In thousands) 2025 % of Revenue 2024 % of Revenue $ Variance % Variance Employee costs $ 27,071 7.5 % $ 24,659 6.9 % $ 2,412 9.8 % Professional fees 11,782 3.3 % 12,338 3.5 % (556) (4.5) % Technology 3,445 1.0 % 3,328 0.9 % 117 3.5 % Lease expense and depreciation 1,030 0.3 % 1,329 0.4 % (299) (22.5) % Other 4,266 1.2 % 6,025 1.7 % (1,759) (29.2) % Total general and administrative expenses $ 47,594 13.3 % $ 47,679 13.4 % $ (85) (0.2) % General and administrative expenses decreased by $0.1 million, or 0.2%, for the year ended December 31, 2025 as compared to 2024.
For additional information about the change in fair value of warrants liability, refer to Footnote 4 , Convertible Redeemable Preferred Stock and Stockholders' Equity (Deficit). Gain (Loss) From Foreign Currency Transactions Our foreign currency transactions are recorded as a result of fluctuations in the exchange rate between the transactional currency and the functional currency of foreign subsidiary transactions.
(Loss) Gain From Foreign Currency Transactions Our foreign currency transactions are recorded as a result of fluctuations in the exchange rate between the transactional currency and the functional currency of foreign subsidiary transactions, primarily resulting in non-cash unrealized gains and losses. Our foreign currency exposures that relate to the translation to and from U.S.
Included within tax expense for the year ended December 31, 2022 is income tax benefit of $2.6 million for permanent differences in the book and tax treatment of nontaxable gain on fair market value adjustment of stock warrants, offset by certain nondeductible stock-based compensation and executive compensation.
Income tax expense of $0.7 million has also been included for permanent differences in the book and tax treatment of certain stock-based compensation, executive compensation, and other nondeductible expenses.
Selling and marketing expenses for the years ended December 31, 2023 and 2022 are as follows: Years Ended December 31, (In thousands) 2023 % of Revenue 2022 % of Revenue $ Variance % Variance Employee costs $ 50,337 13.6 % $ 55,416 14.7 % $ (5,079) (9.2) % Technology 3,149 0.8 % 3,360 0.9 % (211) (6.3) % Professional fees 3,120 0.8 % 2,464 0.7 % 656 26.6 % Lease expense and depreciation 3,106 0.9 % 3,849 1.0 % (743) (19.3) % Marketing and advertising 2,155 0.6 % 1,751 0.5 % 404 23.1 % Other 1,455 0.4 % 1,613 0.4 % (158) (9.8) % Total selling and marketing expenses $ 63,322 17.1 % $ 68,453 18.2 % $ (5,131) (7.5) % Selling and marketing expenses decreased by $5.1 million, or 7.5%, for the year ended December 31, 2023 as compared to 2022.
Selling and marketing expenses for the years ended December 31, 2025 and 2024 are as follows: Years Ended December 31, (In thousands) 2025 % of Revenue 2024 % of Revenue $ Variance % Variance Employee costs $ 46,847 13.2 % $ 44,672 12.5 % $ 2,175 4.9 % Technology 3,344 0.9 % 3,188 0.9 % 156 4.9 % Professional fees 2,958 0.8 % 2,550 0.7 % 408 16.0 % Marketing and advertising 2,633 0.7 % 2,685 0.8 % (52) (1.9) % Lease expense and depreciation 2,092 0.6 % 2,820 0.8 % (728) (25.8) % Other 2,028 0.6 % 1,707 0.5 % 321 18.8 % Total selling and marketing expenses $ 59,902 16.8 % $ 57,622 16.2 % $ 2,280 4.0 % Selling and marketing expenses increased by $2.3 million, or 4.0%, for the year ended December 31, 2025 as compared to 2024.
On and after April 1, 2026, the Credit Agreement imposes certain limitations on cash dividends, including a heightened liquidity requirement. Macroeconomic Factors In recent years, macroeconomic challenges such as inflation, rising interest rates, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures.
Macroeconomic Factors In recent years, macroeconomic challenges such as inflation, capital market disruptions and recession concerns have caused some advertisers to reduce or delay advertising expenditures. Recent geopolitical conflicts and developments in U.S. trade policy have created additional uncertainty, contributing to further spending delays by advertisers.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeForeign Currency Risk We operate globally, and we predominantly generate revenues and expenses in local currencies. We operate in several countries in Europe, as well as countries throughout South America and Asia Pacific. As such, we have exposure to adverse changes in exchange rates associated with revenues and operating expenses of our foreign operations.
Biggest changeWe operate in several countries in Europe, as well as countries throughout South America and Asia Pacific. As such, we have exposure to adverse changes in exchange rates associated with revenues and operating expenses of our foreign operations. We have not engaged in any transactions that hedge foreign currency exchange rate risk.
Interest Rate Risk Under the Credit Agreement, borrowings bear interest at rates determined based on either the Adjusted Term SOFR rate or the Reference Rate (each as defined in the Credit Agreement). As of December 31, 2024, our Term Loan bore interest at a variable rate based on the Adjusted Term SOFR rate.
Interest Rate Risk Under the Credit Agreement, borrowings bear interest at rates determined based on either the Adjusted Term SOFR rate or the Reference Rate (each as defined in the Credit Agreement). As of December 31, 2025, our Term Loan bore interest at a variable rate based on the Adjusted Term SOFR rate.
As of December 31, 2024, we have interest rate risk in connection with the Term Loan under the Credit Agreement and foreign currency exchange rate risk from our global operations.
As of December 31, 2025, we have interest rate risk in connection with the Term Loan under the Credit Agreement and foreign currency exchange rate risk from our global operations.
As a result, we are subject to interest rate risk based on the Adjusted Term SOFR rate (or the Reference Rate, as applicable), and our interest obligation on outstanding borrowings will fluctuate with movements in the Adjusted Term SOFR rate (or the Reference Rate, as applicable).
As a result, we are subject to interest rate risk based on the Adjusted Term SOFR rate, and our interest obligation on outstanding borrowings will fluctuate with movements in the Adjusted Term SOFR rate.
We determined that a 10% decrease in value would have resulted in a decrease to our net loss of approximately $10.9 million and a 10% increase in value would have resulted in an increase to our net loss of approximately $7.3 million for the year ended December 31, 2024.
We determined that a 10% decrease in value would have resulted in a decrease to our net loss of approximately $9.3 million and a 10% increase in value would have resulted in an increase to our net loss of approximately $11.2 million for the year ended December 31, 2025.
As of December 31, 2024, of our total $33.5 million in cash and cash equivalents, including restricted cash, $9.1 million was held by foreign subsidiaries. Of this amount, we believe $2.0 million could be subject to income tax withholding of 5% to 15% if the funds were repatriated to the U.S. 41 Table of Conte nt s
As of December 31, 2025, of our total $26.8 million in cash and cash equivalents, including restricted cash, $11.9 million was held by foreign subsidiaries. Of this amount, we believe $3.0 million could be subject to income tax withholding of 5% to 15% if the funds were repatriated to the U.S. 41 Table of Conte nt s
Certain voluntary or mandatory prepayments of the Term Loan, as prescribed by the Credit Agreement, are subject to prepayment premiums as follows: (i) with respect to any such payment occurring on or before December 31, 2025, a 3.0% prepayment premium plus a make-whole amount based on U.S.
As of December 31, 2025, the stated interest rate on the Term Loan was 10.93%, per annum. 40 Table of Conte nt s Certain voluntary or mandatory prepayments of the Term Loan, as prescribed by the Credit Agreement, are subject to prepayment premiums as follows: (i) with respect to any such payment occurring on or before December 31, 2025, a 3.0% prepayment premium plus a make-whole amount based on U.S.
Dollar and various South American, Asia Pacific and other European currencies. We performed a sensitivity analysis, assuming a 10% decrease or increase in the value of foreign currencies in which we operate.
We performed a sensitivity analysis, assuming a 10% decrease or increase in the value of foreign currencies in which we operate.
We have not engaged in any transactions that hedge foreign currency exchange rate risk. There can be no guarantee that exchange rates will remain constant in future periods. In addition to the impact from the U.S. Dollar to Euro exchange rate movements, we are also impacted by the movements in the exchange rates between the U.S.
There can be no guarantee that exchange rates will remain constant in future periods. In addition to the impact from the U.S. Dollar to Euro exchange rate movements, we are also impacted by the movements in the exchange rates between the U.S. Dollar and various South American, Asia Pacific and other European currencies.
As of December 31, 2024, our exposure to interest rate risk calculated using the Adjusted Term SOFR rate or the Reference Rate was not material. As of December 31, 2024, our exposure to interest rate risk related to prepayment breakage costs and prepayment premiums was not material.
As of December 31, 2025, our exposure to interest rate risk calculated using the Adjusted Term SOFR rate was not material. As of December 31, 2025, our exposure to interest rate risk related to prepayment breakage costs and prepayment premiums was not material. Foreign Currency Risk We operate globally, and we predominantly generate revenues and expenses in local currencies.
Removed
As of December 31, 2024, the stated interest rate on the Term Loan was 11.59%, per annum.

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