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

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Paragraph-level year-over-year comparison of MAGNITE, 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.

+369 added−338 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

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

369 paragraphs added · 338 removed · 277 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeIndependence We are fully aligned with the interests of our publisher clients. Unlike some large industry participants, we do not have our own media properties that compete for advertising spending with our sellers. Therefore, we are agnostic and have no 9 Table of Contents preference towards delivering demand to any specific pub lisher.
Biggest changeAs such, we believe our SPO and other buyer-facing initiatives allow us to provide sellers with access to a pool of differentiated demand. Independence We are fully aligned with the interests of our publisher clients. Unlike some large industry participants, we do not have our own media properties that compete for advertising spending with our sellers.
We believe we are well positioned to benefit from SPO in the long run as a result of our transparency, broad and unique inventory supply across all channels and formats, buyer tools, such as our ClearLine product offering, traffic filtering technology that reduces the cost of working with us, and brand safety measures.
We believe we are well positioned to benefit from SPO in the long run as a result of our transparency, our broad and unique inventory supply across all channels and formats, buyer tools, such as our ClearLine product offering and buyer marketplaces, traffic filtering technology that reduces the cost of working with us, and brand safety measures.
These reserve auctions may be “guaranteed,” where a buyer has negotiated a pre-established price and volume with a seller, otherwise referred to as "programmatic guaranteed." Convergence of TV and Digital CTV viewership is growing rapidly and the pace of adoption is accelerating the transition of linear television to CTV programming.
These reserve auctions may also be “guaranteed,” where a buyer has negotiated a pre-established price and volume with a seller, otherwise referred to as "programmatic guaranteed." Convergence of TV and Digital CTV viewership is growing rapidly and the pace of adoption is accelerating the transition of linear television to CTV programming.
We provide sellers with detailed analytics, which allows them to effectively monitor buying patterns and make real-time changes to take advantage of market dynamics and maximize their yield. Self-Service Model We offer a self-service model that lets sellers access our platform without extensive involvement by our personnel.
We provide sellers with detailed analytics, which allows them to effectively monitor buying patterns and make real-time changes to take advantage of market dynamics and maximize their yield. Self-Service Model We offer a self-service model that allows sellers to access our platform without extensive involvement by our personnel.
Custom auction packages and audience tools give buyers a versatile and cost-effective way to curate and target inventory, using categories such as audience, context, and viewability, while our deal discovery platform allows buyers to connect directly with sellers to arrange direct reserve auctions.
Our custom auction packages and audience tools give buyers a versatile and cost-effective way to target inventory, using categories such as audience, context, and viewability, while our deal discovery platform allows buyers to connect directly with sellers to arrange direct reserve auctions.
In the long term, we believe that a decreased reliance on third-party cookies and other non-transparent tracking methods are a positive for the industry, and offer the potential to shift the programmatic ecosystem from an identity model powered by buyers that are able to aggregate and target audiences through cookies to one enabled by sellers that have direct relationships with consumers and are therefore better positioned to obtain user data and consent for implementing first party identifiers.
In the long term, we believe that a decreased reliance on third-party cookies and other non-transparent tracking methods would be a positive for the industry, and offer the potential to shift the programmatic ecosystem from an identity model powered by buyers that are able to aggregate and target audiences through cookies to one enabled by sellers that have direct relationships with consumers and are therefore better positioned to obtain user data and consent for implementing first party identifiers.
Identity Solutions As the largest independent supply side platform, we believe we are well positioned to take a leadership role in advancing the shift away from third-party cookies and other identifiers to a model that is powered by sellers that have access to valuable first-party data, creating additional opportunities for our clients.
Identity Solutions As the largest independent supply side platform, we believe we are well positioned to take a leadership role in advancing the shift away from third-party cookies and similar third-party identifiers to a model that is powered by sellers that have access to valuable first-party data, creating additional opportunities for our clients.
Generally, our revenue is based on a percentage of the ad spend that runs through our platform, although for certain clients, services, or transaction types, we may receive a fixed CPM for each impression sold, and for advertising campaigns that are transacted through insertion orders, we earn revenue based on the full amount of ad spend that runs through our platform.
Generally, our revenue is based on a percentage of the ad spend that runs through our platform, although for certain clients, services, or transaction types, including ad serving, we may receive a fixed CPM for each impression sold, and for advertising campaigns that are transacted through insertion orders, we earn revenue based on the full amount of ad spend that runs through our platform.
For detailed information regarding our revenue, property and equipment, net, and right-of-use assets by geographical region, see Note 4, Note 6, and Note 15 of the "Notes to Consolidated Financial Statements." Regulation Our business is highly susceptible to existing and emerging privacy regulations and oversight concerning the collection, use and sharing of data.
For detailed information regarding our revenue, property and equipment, net, and right-of-use assets by geographical region, see Note 4, Note 6, and Note 11 of the "Notes to Consolidated Financial Statements." Regulation Our business is highly susceptible to existing and emerging privacy regulations and oversight concerning the collection, use and sharing of data.
Data protection authorities in the United States and around the world continue to focus on the advertising technology ecosystem. Because we, and our clients, rely upon large volumes of such data, it is essential that we monitor developments in this area domestically and globally, and engage in responsible privacy practices.
Data protection authorities in the United States and around the world continue to focus on the advertising technology ecosystem. Because we, and our clients, rely upon large volumes of such data, it is essential that we monitor developments in this area domestically and globally, and engage in responsible data processing practices.
Despite the dominance of large companies, there is still a large addressable market that is highly fragmented and includes many providers of transaction services with which we compete, including supply side platforms, video ad servers, and advertising exchanges.
Despite the dominance of large companies in digital advertising, there is still a large addressable market that is highly fragmented and includes many providers of transaction services with which we compete, including supply side platforms, video ad servers, and advertising exchanges.
Identity Solutions We offer identity solutions that help buyers and sellers create better matches and increase advertising return on investment ("ROI") and the value of the underlying impression. Our tools enable sellers to create audience segments based on 8 Table of Contents first-party data, which makes their advertising inventory more valuable to buyers looking to achieve specific campaign goals.
Identity Solutions We offer identity solutions that help buyers and sellers create better matches and increase advertising return on investment ("ROI") and the value of the underlying impression. Our tools enable sellers to create audience segments based on first-party data, which makes their advertising inventory more valuable to buyers looking to achieve specific campaign goals.
Our Technology To support a majority of our non-CTV transactions, we have developed a globally distributed infrastructure hosted at on-prem data centers in the U.S., Europe, and Asia that run our proprietary software. Currently, our CTV transactions run primarily on the cloud.
Our Technology To support a majority of our non-CTV transactions, we have developed a globally distributed infrastructure hosted at on-prem data centers in the U.S., Europe, and Asia that run our proprietary software.
These laws have caused, and will likely continue to cause, us to incur additional compliance costs and impose additional restrictions on us and on our industry partners. Additionally, our compliance with our privacy policies and our general consumer privacy practices are also subject to review by the Federal Trade Commission and certain State Attorneys General.
These laws have caused, and will likely continue to cause, us to incur additional compliance costs and impose additional restrictions on us and on our industry partners. Additionally, our compliance with our privacy policies and our general consumer privacy practices are also 14 Table of Contents subject to review by the Federal Trade Commission and certain State Attorneys General.
Header Bidding and Demand Manager Solutions We are integrated with all of the major header-bidding standards, including Prebid.org, which we co-founded, as well as the solutions offered by Google and Amazon.
Header Bidding and Demand Manager Solutions We are integrated with all of the major header-bidding standards for display inventory, including Prebid.org, which we co-founded, as well as the solutions offered by Google and Amazon.
Instead, we rely on pseudonymous forms of data, such as IP addresses, general geo-location information, and persistent identifiers about Internet users, and do not attempt to associate this data with other data that can be used to identify real people.
Instead, we rely on anonymous or pseudonymous forms of data, such as IP addresses, general geo-location information, and unique identifiers about Internet users, and do not attempt to associate this data with other data that can be used to identify real people.
We expect programmatic advertising to grow at different rates in different geographic markets, and are constantly evaluating new markets with a strategy to use our existing infrastructure and adjacent sales offices or by expanding our infrastructure footprint and placing personnel directly in those markets.
We expect programmatic advertising to grow at different rates in 10 Table of Contents different geographic markets, and are constantly evaluating new markets with a strategy to use our existing infrastructure and adjacent sales offices or by expanding our infrastructure footprint and placing personnel directly in those markets.
However, in recent years the use of third-party cookies and other tracking technologies that collect user information have come under greater scrutiny due to privacy concerns, and a number of participants in the advertising technology ecosystem, in particular web browsers and device manufacturers, have taken steps to eliminate or restrict the use of these technologies.
However, in recent years the use of third-party cookies and other tracking technologies that collect user information have come under greater scrutiny due to privacy concerns, and a number of participants in the advertising technology ecosystem have taken steps to eliminate or restrict the use of these technologies.
We do not tolerate harassment or discrimination. Our employees are required to take annual harassment and discrimination training as well as acknowledge our Code of Business and Ethics Policy. As of December 31, 2024, we had 905 full-time employees.
We do not tolerate harassment or discrimination. Our employees are required to take annual harassment and discrimination training as well as acknowledge our Code of Business and Ethics Policy. As of December 31, 2025, we had 971 full-time employees.
In addition to the GDPR and UK GDPR, other regions have begun to promulgate data protection laws and reforms, including India and Australia, and state lawmakers in the United States continue to actively focus on consumer privacy regulations, with a total of 16 comprehensive state privacy laws slated to be effect by the end of 2025.
In addition to the GDPR and UK GDPR, other regions have begun to promulgate data protection laws and reforms, including India and Australia, and state lawmakers in the United States continue to actively focus on consumer privacy regulations, with a total of 20 comprehensive state privacy laws in effect as of the end of 2025.
The adoption of header bidding has created a number of challenges and technical complexities for both sellers and buyers, which require sophisticated tools to manage.
The adoption of header bidding in desktop and mobile display has created a number of challenges and technical complexities for both sellers and buyers, which require sophisticated tools to manage.
Continue to Innovate and Enhance our Platform We are working on a number of platform innovations and enhancements designed to improve the value of our services to our clients, including new features and ad formats on our streaming ad server, tools that facilitate the creation of audience 10 Table of Contents segments, such as our recently launched Magnite Curator Marketplace, as well as developing a product suite specifically to address the challenges of live streaming.
Continue to Innovate and Enhance our Platform We are working on a number of platform innovations and enhancements designed to improve the value of our services to our clients, including new features and ad formats on our streaming ad server, tools that facilitate the creation of audience segments, as well as developing a product suite specifically to address the challenges of live streaming.
Buyer Tools We provide a suite of buyer tools designed to help buyers discover and curate inventory, append data and improve ROI in order to meet their campaign strategies. For instance, our agency marketplace tools enable agency holding companies and major brands to create their own private label marketplaces and establish direct connections with sellers.
Buyer Tools We provide a suite of buyer tools designed to help buyers discover and curate inventory, append data and improve ROI in order to meet their campaign strategies. For instance, our buyer marketplace tools enable agency holding companies and other large buyers to create their own private label marketplaces for their advertiser clients, while establishing direct connections with sellers.
This solution helps agencies maximize the spend going towards working media, makes it easier for sellers and agencies to securely share data, improves workflow for campaigns traditionally transacted manually, and helps publishers generate more revenue and develop new sources of unique demand.
This solution helps buyers maximize the spend going towards working media, makes it easier for sellers and agencies to securely share data, improves workflow for campaigns traditionally transacted manually, and helps publishers generate more revenue and develop new sources of unique demand. In September 2025, the Company completed the acquisition of Streamrai, Inc.
We have made and plan to continue to make significant investments in technology, sales and support related to our CTV growth initiatives, and believe CTV will be a significant driver of our revenue growth for the foreseeable future.
We have made and plan to continue to make significant investments in technology, sales and support related to our CTV growth initiatives, and believe CTV will be a significant driver of our revenue growth for the foreseeable future. In April 2025, we announced the introduction of our next generation SpringServe CTV platform.
Key competitive strengths of our platform include: Leadership in CTV Our Magnite Streaming platform has been strategically built to meet the unique requirements of CTV sellers and we have invested significant time and resources in cultivating relationships with these sellers through our specialized team of CTV experts.
Key competitive strengths of our platform include: Leadership in CTV Our Magnite SpringServe platform, which combines programmatic, ad serving, and mediation functionality, has been built to meet the unique requirements of CTV sellers and we have invested significant time and resources in cultivating relationships with these sellers through our specialized team of CTV experts.
Scaled Omni-Channel Platform We offer a scaled omni-channel platform that brings value to both buyers and sellers of ad inventory. For buyers, we offer a single omni-channel partner to reach target audiences globally acr oss all channels, including CTV, mobile, and desktop, and formats, including video, display, and audio.
For buyers, we offer a single omni-channel partner to reach target audiences globally acr oss all channels, including CTV, mobile, and desktop, and formats, including video, display, and audio.
One of the ways we attract demand to our platform is through entering into SPO agreements directly with major agency holding companies, which provide for custom integrations, data flows or volume-based discounts. Under these SPO agreements, we may be designated as a preferred partner or otherwise enter into terms intended to increase the overall spend on our platform.
We typically enter into SPO agreements directly with agencies or agency holding companies, as well as brands and DSPs, which may 7 Table of Contents provide for custom integrations, data flows or volume-based discounts. Under these SPO agreements, we may be designated as a preferred partner or otherwise enter into terms intended to increase the overall spend on our platform.
Header Bidding and Data Processing Header bidding is a programmatic technique by which sellers offer inventory to multiple ad exchanges and supply side platforms, such as our platform, simultaneously. Header bidding has been rapidly adopted in recent years in the desktop and mobile channels and has experienced modest adoption in CTV.
Header Bidding and Data Processing Header bidding is a programmatic technique by which sellers offer inventory to multiple ad exchanges and supply side platforms, such as our platform, simultaneously. Header bidding has been adopted in the desktop and mobile channels, largely as a counterweight to Google's dominance in the display ad server market.
We provide sellers with a full suite of tools to protect the consumer viewing experience and brand safety expectations, while increasing revenue opportunities, including forecasting tools, customized ad experiences and ad formats, and advanced podding logic. These tools are particularly important to CTV sellers who need to provide a TV-like viewing and advertising experience for consumers.
We provide sellers with a full suite of tools to protect the consumer viewing experience and brand safety expectations, while increasing revenue opportunities, including tools for mediation and yield optimization, forecasting tools, customized ad experiences and ad formats, and advanced podding logic.
We believe these two approaches optimize the type of traffic we handle - hosted data centers for high-frequency, low-latency transactions and cloud-supported for lower frequency transactions subject to more volatile viewing patterns, for example CTV prime-time viewing spikes.
We believe these two approaches optimize the type of traffic we handle - hosted data centers for high-frequency, low-latency transactions and cloud-supported for lower frequency transactions subject to more volatile viewing patterns, for example CTV prime-time viewing spikes or live-events. We believe our approach supports the volume, diversity, and complexity of buyers’ bidding patterns, which increases market liquidity.
Our access to data puts us in a unique position to develop differentiated insights to help both buyers and sellers. Our solution utilizes artificial intelligence in order to constantly self-improve as we process more volume and accumulate more data, which in turn helps make our machine-learning algorithms more intelligent and contributes to higher-quality matching between buyers and sellers.
Our solution utilizes artificial intelligence in order to constantly self-improve as we process more volume and accumulate more data, which in turn helps make our machine-learning algorithms 8 Table of Contents more intelligent and contributes to higher-quality matching between buyers and sellers.
SPO and Demand Generation We expend a significant amount of resources cultivating relationships directly with brands and advertising agencies in order to increase revenue opportunities for sellers on our platform.
These self-service tools help enable a wider range of local and regional businesses to advertise on CTV. SPO and Demand Generation We expend a significant amount of resources cultivating relationships directly with brands and advertising agencies in order to increase revenue opportunities for sellers on our platform.
For instance, our ad-pod feature provides publishers with a tool analogous to commercial breaks in traditional linear television so that they can request and manage several ads at once from different demand sources.
These tools are particularly important to CTV sellers who need to provide a TV-like viewing and advertising experience for consumers. For instance, our ad-pod feature provides publishers with a tool analogous to commercial breaks in traditional linear television so that they can request and manage several ads at once from different demand sources.
We believe that our scale and expertise in CTV position us well to take a leadership position in advancing this shift to a first-party identity model and creating additional value opportunities for our clients. Accordingly, we have invested and intend to further invest in the development and enhancement of industry leading identity and audience solutions.
We believe that our scale and expertise in CTV position us well to take a leadership position in advancing this shift to a first-party identity model and creating additional value opportunities for our clients.
Our systems collect and analyze a myriad of information such as historical clearing prices, bid responses, buyer preferences, ad formats, user location, buyer audience preferences, how many ads the user has seen, browser or device information, and sellers’ first party data about users.
Our systems collect and analyze a myriad of information such as historical clearing prices, bid responses, ad formats, user location, how many ads the user has seen, browser or device information, and sellers’ first party data about users. Our access to data puts us in a unique position to develop differentiated insights to help both buyers and sellers.
We 7 Table of Contents continuously work to increase the operational efficiency of our platform, so as to enable buyers and sellers to achieve their campaign and monetization objectives in a cost-effective manner. While header-bidding technologies have not been largely adopted by CTV sellers, such solutions or similar solutions geared towards increasing demand competition have become more prevalent.
We continuously work to increase the operational efficiency of our platform, so as to enable buyers and sellers to achieve their campaign and monetization objectives in a cost-effective manner. In CTV, solutions similar to header bidding that are geared towards increasing demand competition have largely been built directly within the ad server.
In addition, our marketing team advertises online, in print, and in other forms of media, creates case studies, sponsors research, writes whitepapers, publishes marketing collateral, generates blog posts, and undertakes client research studies. Competition Our industry is highly competitive.
In addition, our marketing team advertises online, in print, and in other forms of media, creates case studies, sponsors research, writes whitepapers, publishes marketing collateral, generates blog posts, and undertakes client research studies. Competition Our industry is highly competitive. We compete for digital advertising spending against competitors that, in some cases, are also buyers and/or sellers on our platform.
Outside of the United States, our 14 Table of Contents privacy and data practices are subject to regulation by data protection authorities and other regulators in the countries in which we do business.
Outside of the United States, our privacy and data practices are subject to regulation by data protection authorities and other regulators in the countries in which we do business. In the EU, in addition to privacy laws, our business is also subject to further digital regulation such as the Digital Services Act ("DSA").
In addition, we also offer brands and agencies the ability to access our platform directly, including on a managed service basis through the use of insertion orders and programmatically through our ClearLine product offering. As such, we believe our SPO and other buyer-facing initiatives allow us to provide sellers with access to a pool of differentiated demand.
In addition, we also offer brands and 9 Table of Contents agencies the ability to access our platform directly, including on a managed service basis through the use of insertion orders and programmatically through our ClearLine product offering.
In addition, our SpringServe Tiles product is an innovative new feature that allows publishers to showcase custom creative and highlight content recommendations within streaming programming guides in any size and a wide variety of formats.
In addition, SpringServe Home Screen Ads is an innovative feature that allows publishers to showcase custom creative and highlight content recommendations within streaming programming guides in any size and a wide variety of formats. Scaled Omni-Channel Platform We offer a scaled omni-channel platform that brings value to both buyers and sellers of ad inventory.
In order to realize additional cost savings and operational efficiencies, we are investing in additional on-prem data centers to support a higher percentage of our CTV transactions. We believe our approach supports the volume, diversity, and complexity of buyers’ bidding patterns, which increases market liquidity.
Currently, our CTV transactions run primarily on the cloud; however, in order to realize additional cost savings and operational efficiencies, we are continuing to invest in additional on-prem data centers to support a higher percentage of our CTV transactions.
For example, the Children’s Online Privacy Protection Act ("COPPA"), imposes restrictions on the collection and use of data about users of child-directed websites. Other regulators and lawmakers continue to focus on activities involving data perceived as particularly sensitive such as data based on race, ethnicity or health information.
Other regulators and lawmakers continue to focus on activities involving data perceived as particularly sensitive such as data based on race, ethnicity or health information.
Moreover, we believe that as the amount of CTV inventory continues to scale, CTV sellers will make a greater percentage of inventory available through biddable auction environments with multiple buyers rather than programmatic guaranteed, in order to attract a broader set of advertisers that have not historically advertised on linear TV.
As the advertiser base for CTV expands and diversifies, we believe CTV sellers will make a greater percentage of inventory available through biddable auction environments with multiple buyers rather than programmatic guaranteed.
We recently launched Magnite Curator Marketplace, a self-service platform that allows buyers to create custom marketplaces that include curated pools of inventory that are enriched with the buyer's first-party or third-party data.
The Magnite Curator Marketplace allows the creation of custom deal packages for buyers that include curated pools of premium inventory that can be enriched with the curator's first-party or third-party data.
Finally, our ClearLine product is a self-service solution that provides buyers with direct access to premium CTV and video inventory.
Finally, our ClearLine product is a self-service solution that provides buyers with direct access to premium CTV and integrated curation capabilities, enabling buyers to build custom deal packages that can be enriched with high-fidelity first-party or third-party data.
Our streaming SSP and ad server offers CTV sellers a holistic solution for workflow, yield management and monetization, across both programmatic and direct-sold video inventory.
Our SpringServe CTV platform offers CTV sellers a holistic solution to manage and monetize their entire portfolio of CTV ad inventory, across both programmatic and direct-sold video inventory.
Notably, California's Delete Act, dramatically increases obligations and potential penalties relative to the state’s preexisting data broker statute. There are also a number of specific laws and regulations governing the collection and use of certain types of consumer data relevant to our business.
There are also a number of specific laws and regulations governing the collection and use of certain types of consumer data relevant to our business. For example, the Children’s Online Privacy Protection Act ("COPPA"), imposes restrictions on the collection and use of data about users of child-directed websites.
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Buyers leverage our platform to manage their advertising spend and reach their target audiences on brand-safe premium inventory, simplify order management and campaign tracking, obtain actionable insights into audiences for their advertising, and access impression-level purchasing from thousands of sellers. We believe that our scale, platform features, and omni-channel offering makes us an essential partner for buyers.
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Buyers leverage our platform to reach their target audiences across thousands of sellers in a premium brand-safe environment. We offer a suite of tools designed to help buyers discover and curate inventory, simplify workflow and execute on their campaign objectives in a cost effective manner.
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Programmatic advertising allows buyers and sellers to transact on an impression-by-impression basis through the use of real-time bidding technology, and allows for the use of advanced data and identity solutions to better target ad campaigns.
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For instance, our ClearLine product provides buyers with direct access to premium CTV inventory and integrated curation capabilities, enabling buyers to build custom deal packages that can be enriched with high-fidelity first-party or third-party data. We believe that our scale, platform features, and omni-channel offering makes us an essential partner for buyers.
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For instance, Google had previously announced plans to fully deprecate third-party cookies by the end of 2024. However, recently Google announced that they will no longer be deprecating third-party cookies and instead will be introducing features that allow consumers to opt out of third-party cookies, while further investing in their own proprietary solution, Privacy Sandbox, which remains in development.
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Moreover, we believe that as the amount of CTV inventory continues to scale, it will become increasingly more accessible to small and medium sized businesses, many of whom have no experience advertising on linear TV. This transition is likely to be accelerated by advancements in AI, which have simplified the process and reduced the cost of producing TV-ready ad creatives.
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We would expect these new features to result in an increase in the number of users opting out of third-party cookies on Chrome browsers, which could lead to some short-term uncertainty as well as a decrease in CPMs.
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We believe that this shift, if it were to occur, would likely be beneficial to our CTV growth as biddable transactions tend to require a higher level of service and therefore carry a higher take-rate compared to reserve auctions.
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SPO is important to buyers because it can increase the proportion of their advertising ultimately spent on working media, with the goal of increasing return on their advertising spend, and can help them gain efficiencies by reducing the number of vendors with which they work in a complex ecosystem.
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The new SpringServe platform combines the features and functionalities of our streaming SSP and ad server to provide a more efficient connection for buyers to premium CTV supply, while offering powerful mediation tools and streamlined workflow for sellers through a single user interface.
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We have addressed this, in part, through our ad server, which offers sellers a unified programmatic demand solution for CTV that leverages our existing programmatic SSP capabilities as well as connects with third party programmatic demand sources. Magnite: Competitive Strengths of Our Platform.
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Accordingly, we have invested and intend to further invest in the development and enhancement of industry leading identity and audience solutions, such as our Magnite Curator Marketplace, a self-service solution integrated within ClearLine.
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We believe the combination of our Magnite Streaming platform with our ad server is highly strategic as it allows us to offer publishers an independent full-stack solution to the walled gardens, which can be leveraged for yield-management across their entire video advertising business.
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Our SPO efforts with buyers are important because they allow us to build deeper relationships with buyers and potentially attract unique advertising demand, which, in turn, increase revenue opportunities for our seller clients.
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Overall digital advertising spending is highly concentrated in a small number of very large companies that have their own inventory, including Google, Facebook, Microsoft, Comcast, and Amazon, with which we compete for digital advertising inventory and demand.
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For instance, our SpringServe CTV platform enables sellers to offer their inventory to multiple programmatic demand sources to compete in a unified auction. Magnite: Competitive Strengths of Our Platform.
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These companies are formidable competitors due to their large resources and direct user relationships, and could become even more dominant as third-party cookie use decreases.
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As described above, i n 2025, we launched the Magnite Curator Marketplace, which allows for the creation of custom deal packag es that can be enriched with first-party or third-party data.
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("Streamr.ai"), a platform that specializes in artificial intelligence tools that make CTV advertising accessible to small and medium-sized businesses. The Streamr.ai technology leverages generative AI to automate the creation of broadcast-quality video ads and streamline campaign setup, allowing advertisers to launch CTV campaigns in significantly less time than traditional methods.
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One of the ways we attract demand to our platform is through entering into SPO agreements directly with buyers, such as major agency holding companies, which provide for custom integrations, data flows or volume-based discounts.
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Under these SPO agreements, we may be designated as a preferred partner or otherwise enter into terms intended to increase the overall spend on our platform.
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Many of our competitors, including Google, Facebook, Comcast, and Amazon, are significantly larger than us, with more established name recognition and access to greater financial resources. In addition, they benefit from direct relationships with users, own their own content, and have access to tremendous amounts of proprietary data.
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Notably, California's Delete Act, dramatically increases obligations and potential penalties relative to the state’s preexisting data broker statute, including by requiring us to integrate with the state’s to-be-released Deletion Request and Opt-out Platform ("DROP") and delete personal data submitted through DROP mechanisms.
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The DSA establishes further transparency requirements concerning the use of data for profile-based advertising that may result in new compliance obligations and sets out significant fines in case of a violation.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

97 edited+38 added−33 removed280 unchanged
Biggest changeAdditionally, these changes could create some variability in our revenue across certain buyers or sellers, depending on the timing of changes and developed solutions, and even if there is an increase in the proliferation of first-party publisher segments, we may still incur substantial re-engineering costs to optimize our solution for use with such segments.
Biggest changeAdditionally, these changes could create some variability in our revenue across certain buyers or sellers, depending on the timing of changes and developed solutions, and even if there is an increase in the proliferation of first-party publisher segments, we may still incur substantial re-engineering costs to optimize our solution for use with such segments. 26 Table of Contents Risks Related to Regulation More legislation and regulation of digital businesses, including privacy and data protection regimes, could create unexpected additional costs, subject us to enforcement actions for compliance failures, or cause us to change our technology solution or business model, which may have an adverse effect on the demand for our solution.
For example, users may delete or block the use of the cookies and similar technologies used to collect data, including through their browser or connected device settings.
For example, users may delete or block the use of cookies and similar technologies used to collect data, including through their browser or connected device settings.
Factors that could cause fluctuations in the trading price of our common stock include the following: • announcements of new offerings, products, services or technologies, commercial relationships, acquisitions, or other events by us or our competitors; • price and volume fluctuations in the overall stock market from time to time; • significant volatility in the market price and trading volume of technology companies in general and of companies in the digital advertising industry in particular; • fluctuations in the trading volume of our shares or the size of our public float; • actual or anticipated changes or fluctuations in our results of operations; • actual or anticipated changes in the expectations of investors or securities analysts, and whether our results of operations meet these expectations; • issuance of research reports by analysts or investors; • litigation involving us, our industry, or both; • regulatory developments in the United States, foreign countries, or both; 35 Table of Contents • general economic conditions and trends; • major catastrophic events; • political uncertainty; • breaches or system outages; • departures of officers or other key employees; or • an adverse impact on the company resulting from other causes, including any of the other risks described in this report.
Factors that could cause fluctuations in the trading price of our common stock include the following: • announcements of new offerings, products, services or technologies, commercial relationships, acquisitions, or other events by us or our competitors; • price and volume fluctuations in the overall stock market from time to time; • significant volatility in the market price and trading volume of technology companies in general and of companies in the digital advertising industry in particular; • fluctuations in the trading volume of our shares or the size of our public float; 36 Table of Contents • actual or anticipated changes or fluctuations in our results of operations; • actual or anticipated changes in the expectations of investors or securities analysts, and whether our results of operations meet these expectations; • issuance of research reports by analysts or investors; • litigation involving us, our industry, or both; • regulatory developments in the United States, foreign countries, or both; • general economic conditions and trends; • major catastrophic events; • political uncertainty; • breaches or system outages; • departures of officers or other key employees; or • an adverse impact on the company resulting from other causes, including any of the other risks described in this report.
Any failure to protect, and comply with applicable laws and regulations or industry standards applicable to, personal data or other data relating to consumers could result in enforcement action against us, including fines, imprisonment of our officers, and public censure, claims for damages by consumers and other affected individuals, damage to our reputation, and loss of goodwill. 26 Table of Contents The GDPR and UK GDPR impose strict requirements for transferring personal data from the European Economic Area and United Kingdom to the United States and other countries, and regulatory guidance and case law on international transfers is continually evolving; this increases uncertainty and may require us to change our EEA and UK data practices and/or change our technology solution or business model, which may in turn adversely affect demand for our solution.
Any failure to protect, and comply with applicable laws and regulations or industry standards applicable to, personal data or other data relating to consumers could result in enforcement action against us, including fines, imprisonment of our officers, and public censure, claims for damages by consumers and other affected individuals, damage to our reputation, and loss of goodwill. 27 Table of Contents The GDPR and UK GDPR impose strict requirements for transferring personal data from the European Economic Area and United Kingdom to the United States and other countries, and regulatory guidance and case law on international transfers is continually evolving; this increases uncertainty and may require us to change our EEA and UK data practices and/or change our technology solution or business model, which may in turn adversely affect demand for our solution.
While we aim to achieve these goals, we could face scrutiny from certain stakeholders for the scope, ambition, or execution of such initiatives, and stakeholders and regulators have increasingly expressed or pursued opposing views, legislation, and investment expectations with respect to ESG initiatives, including the enactment or proposal of "anti-ESG" legislation or policies.
While we aim to achieve these goals, we could face scrutiny from certain stakeholders for the scope, ambition, or execution of such initiatives, and stakeholders and regulators have increasingly expressed or pursued opposing views, legislation, and investment expectations with respect to sustainability initiatives, including the enactment or proposal of "anti-ESG" legislation or policies.
Proliferation of consumer tools, regulatory restrictions and technological limitations all threaten our ability to use and disclose data. The more informed advertising is about its audience, the more valuable it is. Programmatic advertising enables more precise audience targeting based on the interests and actions of the user.
Proliferation of consumer tools, regulatory restrictions and technological limitations all threaten our ability to use and disclose data. The more informed advertising is about its audience, the more valuable it is. Programmatic advertising enables audience targeting based on the interests and actions of the user.
These provisions could delay the ability of stockholders to change the membership of a majority of our board of directors. 36 Table of Contents • Under our bylaws, only the board of directors or a majority of remaining directors, even if less than a quorum, may fill vacancies resulting from an increase in the authorized number of directors or the resignation, death or removal of a director. • Our certificate of incorporation prohibits stockholder action by written consent, so any action by stockholders may only be taken at an annual or special meeting. • Our certificate of incorporation provides that a special meeting of stockholders may be called only by the board of directors.
These provisions could delay the ability of stockholders to change the membership of a majority of our board of directors. • Under our bylaws, only the board of directors or a majority of remaining directors, even if less than a quorum, may fill vacancies resulting from an increase in the authorized number of directors or the resignation, death or removal of a director. • Our certificate of incorporation prohibits stockholder action by written consent, so any action by stockholders may only be taken at an annual or special meeting. 37 Table of Contents • Our certificate of incorporation provides that a special meeting of stockholders may be called only by the board of directors.
If we are unable to obtain adequate financing on terms satisfactory to us when we require it or are unable to renew our credit facility when it matures or enter into a new one or we are unable to refinance our Convertible Senior Notes before they come due, on terms satisfactory to us or at all, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business and financial condition may be adversely affected.
If we are unable to obtain adequate financing on terms satisfactory to us when we require it or are unable to renew our credit facility when it matures or enter into a new one or we are unable to refinance or otherwise satisfy our Convertible Senior Notes before they come due, on terms satisfactory to us or at all, our ability to continue to support our business growth and respond to business challenges could be significantly impaired, and our business and financial condition may be adversely affected.
Generally, we invoice and collect from buyers the full purchase price for impressions they have purchased, retain our fees, and remit the balance to sellers. However, in some cases, we may be required or choose to pay sellers for impressions delivered before we have collected, or even if we are unable to collect, from the buyer of those impressions.
Generally, we invoice and collect from buyers the full purchase price for impressions they have purchased, retain our fees, and remit the balance to sellers. However, in some cases, we may be required or elect to pay sellers for impressions delivered before we have collected, or even if we are unable to collect, from the buyer of those impressions.
Some existing and potential buyers have their own direct relationships with sellers or are seeking to establish such relationships, and many sellers are investing in capabilities that enable them to connect more effectively directly with buyers without the use of intermediaries such as us.
Some existing and potential buyers that we work with have their own direct relationships with sellers or are seeking to establish such relationships, and many sellers are investing in capabilities that enable them to connect more effectively directly with buyers without the use of intermediaries such as us.
For instance, ClearLine, a self-service buying tool that provides agencies direct access to premium advertising on our platform helps agencies maximize the spend going towards working media, makes it easier for sellers and agencies to securely share data, improves workflow for campaigns traditionally transacted 22 Table of Contents manually, and helps publishers generate more revenue and develop new sources of unique demand.
For instance, ClearLine, a self-service buying tool that provides agencies direct access to premium advertising on our platform helps agencies maximize the spend going towards working media, makes it easier for sellers and agencies to securely share data, improves workflow for campaigns traditionally transacted manually, and helps publishers generate more revenue and develop new sources of unique demand.
Accordingly, our business and operations have been, and could in the future be, adversely affected by events beyond our control, such as health epidemics or pandemics, geopolitical events, and economic and macroeconomic factors like labor strikes, labor shortages, supply chain disruptions, capital market disruptions and instability of financial institutions, inflation and recessionary concerns impacting the markets and communities in which our clients operate.
Accordingly, our business and operations have been, and could in the future be, adversely affected by events beyond our control, such as health epidemics or pandemics, geopolitical events, and economic and macroeconomic factors like labor strikes, labor shortages, supply chain disruptions, tariffs, trade wars, capital market disruptions and instability of financial institutions, inflation and recessionary concerns impacting the markets and communities in which our clients operate.
There can be no assurances that we will not experience bad debt in the future, and write-offs for bad debt could have a materially negative effect on our results of operations for the periods in which the write-offs occur.
There can be no assurance that we will not experience bad debt in the future, and write-offs for bad debt could have a materially negative effect on our results of operations for the periods in which the write-offs occur.
In particular, intentional cyber-attacks present a serious issue because they are difficult to prevent and remediate and can be used to defraud our buyers and sellers and their clients and to steal confidential or proprietary data from us, our clients, or their users. The use of artificial intelligence has the potential to further exacerbate these cyber security threats.
In particular, intentional cyber-attacks present a serious issue because they are difficult to prevent and remediate and can be used to defraud our buyers and sellers and their clients and to steal confidential or proprietary data from us, our clients, or their users. The use of AI has the potential to further exacerbate these cyber security threats.
Compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business abroad, and violation of these laws or regulations may interfere with our ability to offer our solution competitively in one or more countries, expose us or our employees to fines and penalties, and result in the limitation or prohibition of our conduct of business.
Compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business abroad, and violation of these laws or regulations may interfere with our ability to offer our solution competitively in one or more countries, expose us or our employees to fines and penalties, and result in the limitation or 34 Table of Contents prohibition of our conduct of business.
To the extent we do not manage our development efforts efficiently and effectively, we may fail to produce solutions that respond appropriately to the needs of buyers and sellers, and competitors may more successfully develop responsive offerings. If our solution is not competitive, buyers and sellers can be expected to shift their business to competing solutions.
To the extent we do not manage our development 19 Table of Contents efforts efficiently and effectively, we may fail to produce solutions that respond appropriately to the needs of buyers and sellers, and competitors may more successfully develop responsive offerings. If our solution is not competitive, buyers and sellers can be expected to shift their business to competing solutions.
In the mobile and desktop channels, the vast majority of sellers have embraced header bidding technology, a solution by which impressions that would have previously been exposed to different potential sources of demand in a sequence dictated 18 Table of Contents by ad server priorities are instead available for concurrent competitive bidding by demand sources.
In the mobile and desktop channels, the vast majority of sellers have embraced header bidding technology, a solution by which impressions that would have previously been exposed to different potential sources of demand in a sequence dictated by ad server priorities are instead available for concurrent competitive bidding by demand sources.
Further, because our Los Angeles office and San Francisco offices 28 Table of Contents and our California data center sites are in seismically active areas, earthquakes present a particularly serious risk of business disruption. These vulnerabilities may increase with the complexity and scope of our systems and their interactions with buyer and seller systems.
Further, because our Los Angeles office and San Francisco offices and our California data center sites are in seismically active areas, earthquakes present a particularly serious risk of business disruption. These vulnerabilities may increase with the complexity and scope of our systems and their interactions with buyer and seller systems.
Generally, our buyers and sellers are not obligated to provide us with any minimum volumes of business, may do business with our competitors as well as with us, may reduce or cancel their business with us or terminate our contracts without 16 Table of Contents penalty, and may bypass us and transact directly with each other or through other intermediaries that compete with us.
Generally, our buyers and sellers are not obligated to provide us with any minimum volumes of business, may do business with our competitors as well as with us, may reduce or cancel their business with us or terminate our contracts without penalty, and may bypass us and transact directly with each other or through other intermediaries that compete with us.
Furthermore, sellers may enter into exclusive relationships with our competitors or with DSPs directly, which may preclude us from offering their inventory. These risks are particularly pronounced with CTV sellers.
Furthermore, sellers may enter into exclusive relationships with our competitors or with DSPs directly, which may limit us from offering their inventory. These risks are particularly pronounced with CTV sellers.
Because significant portions of our expenses are relatively fixed, variation in our quarterly revenue can cause significant variations in operating results and resulting stock price volatility from period to period. Period-to-period comparisons of our historical results of operations are not necessarily meaningful, and historical operating results may not be indicative of future performance.
Because significant portions of our expenses are relatively fixed, variation in our quarterly revenue can cause significant variations in operating results and resulting stock price volatility from period to period. Period-to-period comparisons of our historical results of operations are not necessarily meaningful, and historical operating results may not be 22 Table of Contents indicative of future performance.
Competition may be further impacted by advancements in artificial intelligence, and our ability to compete in the future may be dependent, in part, on our ability to further develop artificial intelligence into our solutions. In addition, our competitors or potential competitors may adopt certain aspects of our business model, which could reduce our ability to differentiate our solutions.
Competition may be further impacted by advancements in AI, and our ability to compete in the future may be dependent, in part, on our ability to further develop AI into our solutions. In addition, our competitors or potential competitors may adopt certain aspects of our business model, which could reduce our ability to differentiate our solutions.
We face intense competition in the marketplace and are confronted by rapidly changing technology (including advancements in artificial intelligence), evolving industry standards and consumer needs, regulatory changes, and the frequent introduction of new solutions by our competitors to which we must adapt and respond.
We face intense competition in the marketplace and are confronted by rapidly changing technology (including advancements in AI), evolving industry standards and consumer needs, regulatory changes, and the frequent introduction of new solutions by our competitors to which we must adapt and respond.
Our belief that the elimination of third-party cookies will lead to an increased use of first-party publisher data may be incorrect. 25 Table of Contents Even though third-party cookies remain supported, the programmatic ecosystem is increasingly shifting toward privacy-centric approaches that prioritize first-party data.
Our belief that the elimination of third-party cookies will lead to an increased use of first-party publisher data may be incorrect. Even though third-party cookies remain supported, the programmatic ecosystem is increasingly shifting toward privacy-centric approaches that prioritize first-party data.
Emerging regulations in various jurisdictions, including mandatory disclosure requirements and carbon reporting obligations, as well as related uncertainty from modifications to or reversals of such regulations or inconsistency between regulatory requirements in different jurisdictions, may further increase the complexity and cost of compliance.
Emerging regulations in various jurisdictions, including mandatory disclosure requirements and carbon reporting obligations, as well as related uncertainty from modifications to or 28 Table of Contents reversals of such regulations or inconsistency between regulatory requirements in different jurisdictions, may further increase the complexity and cost of compliance.
Moreover, the failure of our data center hosting facilities or any other third-party providers to meet our capacity requirements, or dramatically increased costs of such resources, could result in interruptions in the availability or functionality of our solutions or impede our ability to scale our operations.
Moreover, the failure of our data center hosting facilities or any other third-party providers to meet 29 Table of Contents our capacity requirements, or dramatically increased costs of such resources, could result in interruptions in the availability or functionality of our solutions or impede our ability to scale our operations.
We have experienced significant variations in revenue and operating results from period to period, and operating results may continue to fluctuate and be difficult to predict due to a number of factors, including: • seasonality in demand for digital advertising, as many advertisers devote a disproportionate amount of their advertising budgets to the fourth quarter of the calendar year; • changes in pricing of advertising inventory or pricing for our solution and our competitors' offerings, including potential further reductions in our pricing and overall take rate as a result of competitive pressure, changes in supply, improvements in technology and extension of automation to higher-value inventory, uncertainty regarding rate of adoption, changes in the allocation of demand spend by buyers, changes in revenue mix, auction dynamics, pricing discussions or negotiations with clients and potential clients, header bidding and other factors; • the variability and unpredictability of our managed service business, which depends on seasonal advertising trends and discretionary advertising budgets, and are typically tied to one-off or seasonal campaigns rather than recurring revenue models; • diversification of our revenue mix to include new services, some of which may have lower pricing or may cannibalize existing business; • the effect of political advertising, which has an intermittent impact on our business depending on election cycles, and may be highly unpredictable and variable based on circumstances outside of our control; • the addition or loss of buyers or sellers; • general economic conditions and the economic health of our current and prospective sellers and buyers; • changes in the advertising strategies or budgets or financial condition of advertisers; • the performance of our technology and the cost, timeliness, and results of our technology innovation efforts; • advertising technology and digital media industry conditions and the overall demand for advertising, or changes and uncertainty in the regulatory environment for us or buyers or sellers, including with respect to privacy regulation; • the introduction of new technologies or service offerings by our competitors and market acceptance of such technologies or services; • the phasing out of third-party cookies throughout the industry; • our level of expenses, including investment required to support our technology development, scale our technology infrastructure and business expansion efforts, including acquisitions, hiring and capital expenditures, or expenses related to litigation; • the impact of changes in our stock price on valuation of stock-based compensation or other instruments that are marked to market; • the effectiveness of our financial and information technology infrastructure and controls; • geopolitical and social factors, such as concerns regarding negative, unstable or changing economic conditions in the countries and regions where we operate, global and regional recessions, political instability, and trade disputes; • foreign exchange rate fluctuations; and • changes in accounting policies and principles and the significant judgments and estimates made by management in the application of these policies and principles.
We have experienced significant variations in revenue and operating results from period to period, and operating results may continue to fluctuate and be difficult to predict due to a number of factors, including: • seasonality in demand for digital advertising, as many advertisers devote a disproportionate amount of their advertising budgets to the fourth quarter of the calendar year; • changes in pricing of advertising inventory or pricing for our solution and our competitors' offerings, including potential further reductions in our pricing and overall take rate, uncertainty regarding rate of adoption, changes in the allocation of demand spend by buyers, changes in revenue mix, auction dynamics, pricing discussions or negotiations with clients and potential clients, and other factors; • the variability and unpredictability of our managed service business, which depends on seasonal advertising trends and discretionary advertising budgets, and are typically tied to one-off or seasonal campaigns rather than recurring revenue models; • diversification of our revenue mix to include new services, some of which may have lower pricing or may cannibalize existing business; • the effect of political advertising, which has an intermittent impact on our business depending on election cycles, and may be highly unpredictable and variable based on circumstances outside of our control; • the effect of AI on our business; • the addition or loss of buyers or sellers; • the ability of buyers to integrate demand directly with sellers without the use of our platform; • general economic conditions and the economic health of our current and prospective sellers and buyers; • changes in the advertising strategies or budgets or financial condition of advertisers; • the performance of our technology and the cost, timeliness, and results of our technology innovation efforts; • advertising technology and digital media industry conditions and the overall demand for advertising, or changes and uncertainty in the regulatory environment for us or buyers or sellers, including with respect to privacy regulation; • the introduction of new technologies or service offerings by our competitors and market acceptance of such technologies or services; • the phasing out of third-party cookies throughout the industry; • our level of expenses, including investment required to support our technology development, scale our technology infrastructure and business expansion efforts, including acquisitions, hiring and capital expenditures, or expenses related to litigation; • the impact of changes in our stock price on valuation of stock-based compensation or other instruments that are marked to market; • the effectiveness of our financial and information technology infrastructure and controls; • geopolitical and social factors, such as concerns regarding negative, unstable or changing economic conditions in the countries and regions where we operate, global and regional recessions, political instability, and trade disputes; • foreign exchange rate fluctuations; and • changes in accounting policies and principles and the significant judgments and estimates made by management in the application of these policies and principles.
Risks Related to Our Internal Controls and Finances 33 Table of Contents If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations.
Risks Related to Our Internal Controls and Finances If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations.
Accordingly, our business is highly vulnerable to changes in the macro environment, price competition, and development of new or more compelling offerings by our competitors, which could reduce business generally or motivate buyers or sellers to migrate to competitors’ offerings.
Accordingly, our business is highly vulnerable to changes in the macro environment, price competition, and development of 16 Table of Contents new or more compelling offerings by our competitors, which could reduce business generally or motivate buyers or sellers to migrate to competitors’ offerings.
Furthermore, the Indenture prohibits us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Convertible Senior Notes. These and other provisions in the Indenture could deter or prevent a third party from acquiring the Company even when the acquisition may be favorable to our stockholders.
Furthermore, the Indenture prohibits us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Convertible Senior Notes. These and other provisions in the Indenture 33 Table of Contents could deter or prevent a third party from acquiring the Company even when the acquisition may be favorable to our stockholders.
Continued technological evolution in the availability and use of more data to inform buying and selling decisions necessitates that we, as an intermediary, use data in a manner that complies with the expectations of both our seller and buyer clients.
Continued technological evolution in the availability and use of more data to inform buying and selling decisions necessitates that we, as an intermediary, use data in a manner that complies with the expectations 23 Table of Contents of both our seller and buyer clients.
In addition, the existence of the Convertible Senior Notes may 31 Table of Contents encourage short selling by market participants because the conversion of the Convertible Senior Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Senior Notes into shares of our common stock could depress the price of our common stock.
In addition, the existence of the Convertible Senior Notes may encourage short selling by market participants because the conversion of the Convertible Senior Notes could be used to satisfy short positions, or anticipated conversion of the Convertible Senior Notes into shares of our common stock could depress the price of our common stock.
We serve many buyers and sellers, but certain large buyers and sellers have accounted for and will continue to account for a disproportionate share of business transacted through our solution. In 2024, there were two buyers of advertising inventory that indirectly contributed to approximately 39% of revenue through their buying activity from sellers on our platform.
We serve many buyers and sellers, but certain large buyers and sellers have accounted for and will continue to account for a disproportionate share of business transacted through our solution. In 2025, there were two buyers of advertising inventory that indirectly contributed to approximately 44% of revenue through their buying activity from sellers on our platform.
Attracting new buyers and sellers and increasing our business with existing buyers and sellers involves substantial time, expense, and personnel investments, and we may not be successful in our efforts. This is particularly true with respect to 23 Table of Contents our managed service business, which relies on direct relationships with advertisers, and is therefore more resource intensive.
Attracting new buyers and sellers and increasing our business with existing buyers and sellers involves substantial time, expense, and personnel investments, and we may not be successful in our efforts. This is particularly true with respect to our managed service business, which relies on direct relationships with advertisers, and is therefore more resource intensive.
Sellers are generally not required to offer a specified level of inventory on our platform, and we cannot be assured that any publisher will continue to 17 Table of Contents make their ad inventory available on our platform.
Sellers are generally not required to offer a specified level of inventory on our platform, and we cannot be assured that any publisher will continue to make their ad inventory available on our platform.
U.S. federal NOLs generated for tax years beginning before 34 Table of Contents December 31, 2018 can offset 100% of taxable income, however, these NOLs can only be carried forward for 20 years. U.S. federal NOLs generated for tax years beginning after December 31, 2018 can offset 80% of taxable income, however, these NOLs can be carried forward indefinitely.
U.S. federal NOLs generated for tax years beginning before December 31, 2018 can offset 100% of taxable income, however, these NOLs can only be carried forward for 20 years. U.S. federal NOLs generated for tax years beginning after December 31, 2018 can offset 80% of taxable income, however, these NOLs can be carried forward indefinitely.
Our business depends on the overall demand for advertising and on the economic health of our current and prospective sellers and buyers. If advertisers reduce their overall advertising spending, our revenue and results of operations are directly 15 Table of Contents affected.
Our business depends on the overall demand for advertising and on the economic health of our current and prospective sellers and buyers. If advertisers reduce their overall advertising spending, our revenue and results of operations are directly affected.
Despite our efforts, it can be difficult to detect fraudulent or malicious activity for various reasons and advancements in artificial intelligence are likely to exacerbate these challenges.
Despite our efforts, it can be difficult to detect fraudulent or malicious activity for various reasons and advancements in AI are likely to exacerbate these challenges.
Our ability to collect, use, and disclose data about advertising purchase and sale transactions and user behavior and interaction with content is critical to the value of our services, and any limitation on our data practices could impair our ability to deliver effective solutions to our clients.
Our ability to collect, use, and disclose data about user behavior and interaction with content is critical to the value of our services, and any limitation on our data practices could impair our ability to deliver effective solutions to our clients.
It is important to buyers that their advertisements are placed on appropriate media, in proximity with appropriate content, that the impressions for which they are charged are legitimate, and that their advertising campaigns yield their desired results.
It is 30 Table of Contents important to buyers that their advertisements are placed on appropriate media, in proximity with appropriate content, that the impressions for which they are charged are legitimate, and that their advertising campaigns yield their desired results.
Further, numerous comprehensive state privacy laws across the U.S. require businesses that engage in certain advertising uses of personal data to offer and honor an opt-out of such activities, including, in some states, through browser or device-based opt-out signals, such as the Global Privacy Control (“GPC”).
Further, numerous comprehensive state privacy laws across the U.S. require businesses that engage in certain advertising uses of personal data to offer and honor an opt-out of such activities, including, in some states, through browser or device-based opt-out signals, such as the Global Privacy Control (“GPC”). Similar regulations have been proposed in the EU.
Supply of advertising inventory is also limited for some sellers, such as special sites or new technologies, and sellers may request higher prices, fixed price arrangements or guarantees that we cannot provide as effectively as our competitors, or that would reduce the profitability of that business.
Supply of advertising inventory is also limited for some sellers, and sellers may request higher prices, fixed price arrangements or guarantees that we cannot provide as effectively as our competitors, or that would reduce the profitability of that business.
The Repurchase Plan does not obligate us to repurchase any particular amount of common stock or Convertible Senior Notes and may be suspended, modified or discontinued at any time at our discretion. The Repurchase Plan could affect the price of our common stock and Convertible Senior Notes, increase volatility and diminish our cash reserves.
The February 2026 Repurchase Plan does not obligate us to repurchase any particular amount of common stock and may be suspended, modified or discontinued at any time at our discretion. The February 2026 Repurchase Plan could affect the price of our common stock, increase volatility and diminish our cash reserves.
Risks Related to Our International Business Strategy. 32 Table of Contents Our international operations require increased expenditures and impose additional risks and compliance imperatives, and failure to successfully execute our international plans will adversely affect our growth and operating results.
Risks Related to Our International Business Strategy. Our international operations require increased expenditures and impose additional risks and compliance imperatives, and failure to successfully execute our international plans will adversely affect our growth and operating results.
In addition, in order to achieve increased advertising spend or prevent loss of business to a competitor, we may negotiate discounts, rebates, or similar incentives with advertisers or agencies.
In addition, in order to achieve increased advertising spend or prevent loss of business to a competitor, we may negotiate discounts, rebates, or similar incentives with advertisers or agencies, which we may be unable to recoup.
If 29 Table of Contents we do not handle viewability well, or if we are not positioned to transact the higher viewability inventory competitively, our revenue and profitability could be adversely affected and we could be competitively disadvantaged.
If we do not handle viewability well, or if we are not positioned to transact the higher viewability inventory competitively, our revenue and profitability could be adversely affected and we could be competitively disadvantaged.
We may be unsuccessful in our Supply Path Optimization efforts. Supply path optimization refers to efforts by buyers to consolidate the number of vendors with which they work to find the most effective and cost-efficient paths to procure media. There are a number of criteria that buyers use to evaluate supply partners.
Supply path optimization refers to efforts by buyers to consolidate the number of vendors with which they work to find the most effective and cost-efficient paths to procure media. There are a number of criteria that buyers use to evaluate supply partners.
The Repurchase Plan allows us to repurchase our common stock or Convertible Senior Notes using open market stock purchases, privately negotiated transactions, block trades or other means in accordance with U.S. securities laws.
The February 2026 Repurchase Plan allows us to repurchase our common stock using open market stock purchases, privately negotiated transactions, block trades or other means in accordance with U.S. securities laws.
The number of securities repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, share price, trading volume and general market conditions, along with working capital requirements, general business conditions, other opportunities that we may have for the use or investment of our capital and other factors.
The number of securities repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, share price, trading volume and general market conditions, along with working capital requirements, general business conditions, other opportunities that we may have for the use or investment of our capital and other factors, and there is no guarantee that any repurchases will enhance shareholder value.
To the extent any seller does not adequately satisfy its consent obligations for our technology, we may face regulatory risk. Further, emerging regulatory guidance in the EU has challenged this method of obtaining consent.
To the extent any seller does not adequately satisfy its consent obligations for our technology, we may face regulatory risk. Further, emerging regulatory guidance in the EU has challenged this method of obtaining consent. Legal standards and regulatory guidance will continue to evolve.
We expect mobile applications to be the largest driver of our mobile business. Many mobile apps utilize software development kits, or SDKs, and other proprietary technology of third parties, such as aggregators, and it is those third parties, not the application providers themselves, that contract with us to provide exchange services to help monetize the inventory.
Many mobile apps utilize software development kits, or SDKs, and other proprietary technology of third parties, such as aggregators, and it is those third parties, not the application providers themselves, that contract with us to provide exchange services to help monetize the inventory.
These state laws require all businesses that engage in certain advertising uses of consumer personal data to offer and honor an opt-out of such activities, including, in some states, through universal browser or device-based preference signals such as GPC.
These state laws require all businesses that engage in certain advertising uses of consumer personal data to offer and honor an opt-out of such activities, including, in some states, through universal browser or device-based preference signals such as GPC. Some state laws may also restrict use of sensitive information, including precise location information, for advertising purposes.
On September 18, 2024, we amended our New Credit Agreement to reduce the interest rate margin applicable to our term loan by 0.75%.
On September 18, 2024, we amended our New Credit Agreement to reduce the interest rate margin applicable to our term loan by 0.75%. On March 18, 2025, we again amended our New Credit Agreement to further reduce the interest rate margin applicable to our term loan by an additional 0.75%.
The Company believes that the ownership changes will not impact the ability to utilize substantially all of our NOLs and state research and development tax credits to the extent we generate taxable income that can be offset by such losses. The Company reasonably expects its federal research and development tax credits will not be recovered prior to expiration.
The Company believes 35 Table of Contents that the ownership changes will not impact the ability to utilize substantially all of our NOLs and state research and development tax credits to the extent we generate taxable income that can be offset by such losses.
We reported net income of $22.8 million during the year ended December 31, 2024 and net loss of $159.2 million and $130.3 million during the years ended December 31, 2023, and 2022, respectively. As of December 31, 2024, we had an accumulated deficit of $661.2 million.
We reported net income of $144.6 million and $22.8 million during the years ended December 31, 2025 and December 31, 2024, respectively, and net loss of $159.2 million during the year ended December 31, 2023. As of December 31, 2025, we had an accumulated deficit of $516.6 million.
We may not be able to sustain growth or to achieve or sustain profitability in the future. Our business and the businesses of our advertiser clients may be subject to sales and use tax, advertising and other taxes.
We may not be able to sustain growth or to achieve or sustain profitability in the future. 21 Table of Contents Our business and the businesses of our advertiser clients may be subject to sales and use tax, value-added/goods and services, advertising, digital services, withholding and other taxes.
We must operate our technology infrastructure without interruption to support the needs of sellers and buyers. Because our software is complex, undetected errors and failures may occur, especially when new versions or updates are made to our software or network infrastructure, changes are made to sellers' or buyers' software interfacing with our solution, or as we further integrate acquired technologies.
Because our software is complex, undetected errors and failures may occur, especially when new versions or updates are made to our software or network infrastructure, changes are made to sellers' or buyers' software interfacing with our solution, or as we further integrate acquired technologies.
Moreover, alternative identification solutions may require substantial development and commercial changes for us to support. There is also a risk that such tools will favor proprietary ad tech ecosystems, including Google’s, potentially disadvantaging independent platforms like Magnite. Furthermore, market dynamics may still shift as buyers explore first-party data strategies, proprietary identifiers, and other solutions that reduce reliance on cookies.
There is also a risk that such tools will favor proprietary ad tech ecosystems potentially disadvantaging independent platforms like Magnite. Furthermore, market dynamics may still shift as buyers explore first-party data strategies, proprietary identifiers, and other solutions that reduce reliance on cookies.
These fee concessions may be more prevalent among CTV publishers where inventory is scarce and concentrated among large sellers with significant negotiating leverage. Moreover, the majority of CTV transactions are currently executed through reserve auctions and we expect reserve auctions to grow as a percentage of revenue in mobile and desktop as well.
These fee concessions may be more prevalent among CTV publishers where inventory is scarce and concentrated among large sellers with significant negotiating leverage. Moreover, the majority of CTV transactions are currently executed through reserve auctions.
Our business suffers to the extent that buyers and sellers purchase and sell advertising inventory directly from one another or through intermediaries other than us, reducing the amount of advertising spend on our platform. New or stronger competitors may emerge through acquisitions and industry consolidation or through development of disruptive technologies.
Our business suffers to the extent that buyers and sellers purchase and sell advertising inventory directly from one another or through intermediaries other than us, reducing the amount of advertising spend on our platform.
On February 1, 2024, our Board of Directors approved a repurchase program (the "Repurchase Plan"), under which we are authorized to repurchase common stock or Convertible Senior Notes, with an aggregate market value of up to $125.0 million, through February 2026.
On February 23, 2026, our Board of Directors approved a repurchase program (the "February 2026 Repurchase Plan"), under which we are authorized to repurchase common stock with an aggregate market value of up to $200.0 million, through February 29, 2028.
Beyond additional transparency requirements, beginning in August 2026, companies registered as data brokers in California (including Magnite), must honor universal deletion requests consumers make of all data brokers via a deletion mechanism the state will create.
Beyond additional transparency requirements, beginning in August 2026, companies registered as data brokers in California (including Magnite), must honor universal deletion requests consumers make of all data brokers via the state's Delete Request and Opt-out Platform mechanism.
At December 31, 2024, we had U.S. federal net operating loss carryforwards, or NOLs, of approximately $263.9 million, state NOLs of approximately $204.8 million, foreign NOLs of approximately $17.7 million, federal research and development tax credit carryforwards of approximately $6.2 million, and state research and development tax credit carryforwards of approximately $10.2 million.
At December 31, 2025, we had U.S. federal net operating loss carryforwards, or NOLs, of approximately $252.6 million, state NOLs of approximately $205.3 million, foreign NOLs of approximately $17.6 million, federal research and development tax credit carryforwards of approximately $8.1 million, and state research and development tax credit carryforwards of approximately $10.1 million.
In some jurisdictions we may determine not to serve political advertisements due to uncertainty around these requirements and potential burdens of compliance. In addition, our sellers may impose restrictions on receiving political advertising.
Online political advertising laws are rapidly evolving and in certain jurisdictions we have compliance requirements with respect to political ads delivered on our platform. In some jurisdictions we may determine not to serve political advertisements due to uncertainty around these requirements and potential burdens of compliance. In addition, our sellers may impose restrictions on receiving political advertising.
We may also communicate certain initiatives and goals regarding environmental matters, diversity, responsible advertising, social investments and other ESG matters in our SEC filings or in other public disclosures.
We may also communicate certain initiatives and goals regarding sustainability matters in our SEC filings or in other public disclosures.
Consumers may also download "ad blocking" software that prevents certain cookies and other tracking technologies from being stored on a user’s computer or mobile device or from making calls to advertising partners, which may prevent the delivery of targeted or other advertisements. 24 Table of Contents In addition, device manufacturers, browsers and other tools are increasingly promoting features that allow users to disable the collection of data.
Consumers may also download "ad blocking" software that prevents certain cookies and other tracking technologies from being stored on a user’s computer or mobile device or from making calls to advertising partners, which may prevent the delivery of targeted or other advertisements.
These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.
Regulators, customers, investors, employees and other stakeholders are increasingly focusing on sustainability matters and related disclosures. These changing rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in, increased general and administrative expenses and increased management time and attention spent complying with or meeting such regulations and expectations.
Network carriers may also affect the ability to access specified content on mobile devices. To the extent our solution is unable to work on these devices, operating systems, applications, or Internet browsers for any reason, our ability to generate revenue through mobile advertising is significantly impaired, and that impairment may be material.
To the extent our solution is unable to work on these devices, operating systems, applications, or internet browsers for any reason, our ability to generate revenue through mobile advertising is significantly impaired, and that impairment may be material. 20 Table of Contents We expect mobile applications to be the largest driver of our mobile business.
Additionally, any unexpected surges in traffic, inefficiencies in scaling, or disruptions to our infrastructure could degrade platform performance, harm our reputation, and cause us to lose business to competitors with more resilient or cost-effective solutions.
Additionally, any unexpected surges in traffic, inefficiencies in scaling, or disruptions to our infrastructure could degrade platform performance, harm our reputation, and cause us to lose business to competitors with more resilient or cost-effective solutions. The emergence of header bidding has increased competition from other demand sources and may cause infrastructure strain and added cost.
Such restrictions could, depending upon their scope, limit our ability to utilize technology infrastructure consolidation, redundancy, and load-balancing techniques, resulting in increased infrastructure costs, decreased operational efficiencies and performance, and increased risk of system failure. These laws and regulations are continually evolving, not always clear, and not always consistent across the jurisdictions in which we do business.
Such restrictions could, depending upon their scope, limit our ability to utilize technology infrastructure consolidation, redundancy, and load-balancing techniques, resulting in increased infrastructure costs, decreased operational efficiencies and performance, and increased risk of system failure.
Risks Related to Our Business, Growth Prospects and Operating Results Our revenue and operating results are highly dependent on the overall demand for advertising and any macroeconomic challenges may adversely affect our business, financial position, results of operations and/or cash flows.
Accordingly, you are advised to consider additional sources of information and exercise your own judgment in addition to the information we provide. 15 Table of Contents Risks Related to Our Business, Growth Prospects and Operating Results Our revenue and operating results are highly dependent on the overall demand for advertising and any macroeconomic challenges may adversely affect our business, financial position, results of operations and/or cash flows.
Our contracts with buyers and sellers are generally not exclusive, may be terminated upon relatively short notice, and generally do not require minimum volumes or long-term commitments.
For all of these reasons, we may not be able to compete successfully against our current and future competitors. Our contracts with buyers and sellers are generally not exclusive, may be terminated upon relatively short notice, and generally do not require minimum volumes or long-term commitments.
Due 19 Table of Contents to this consolidation, if our relationships with these third parties decline or are terminated, it may result in a larger than usual loss of access to mobile inventory. Any rapid and/or significant decline in the availability of mobile inventory can adversely affect our mobile advertising spend and growth prospects.
Due to this consolidation, if our relationships with these third parties decline or are terminated, it may result in a larger than usual loss of access to mobile inventory.
Advancements in artificial intelligence ("AI”) present both opportunities and risks to our business, particularly within the context of the open internet and display advertising.
The digital advertising market, and our business, may be negatively impacted by advancements in AI. Advancements in AI present both opportunities and risks to our business, particularly within the context of the open internet and display advertising.
Moreover, we may pursue future acquisitions in an effort to increase revenue, expand our market position, add to our service offering and technological capabilities, respond to dynamic market conditions, or for other strategic or financial purposes.
Moreover, we may pursue future acquisitions in an effort to increase revenue, expand our market position, add to our service offering and technological capabilities, respond to dynamic market conditions, or for other strategic or financial purposes. However, there is no assurance that we will identify suitable acquisition candidates or complete any acquisitions on favorable terms, or at all.
Our revenue, take rate (our fee as a percentage of advertising spend), the value of our business, and the price of our stock could be adversely affected if we cannot maintain and grow our revenue and profitability through volume increases that compensate for price reductions, or if we are forced to make significant fee concessions, rebates, or refunds, or if buyers reduce spending with us or sellers reduce inventory available through our exchange due to fee disputes or pricing issues.
Our revenue and profitability could be adversely affected if we are forced to make significant fee concessions, rebates, or refunds, or if buyers reduce spending with us or sellers reduce inventory available through our exchange due to fee disputes or pricing issues.
In addition, the continual evolution of our services and the expansion of our business offerings may further complicate the determination of the sales taxability of our services in certain jurisdictions.
Other states are looking to follow suit and tax either digital advertising or other goods or services. In addition, the continual evolution of our services and the expansion of our business offerings may further complicate the determination of the sales taxability of our services in certain jurisdictions.
However, there is no assurance that we will identify 21 Table of Contents suitable acquisition candidates or complete any acquisitions on favorable terms, or at all. Further, any acquisitions we do complete would involve a number of risks, which may include the following: • the identification, acquisition, and integration of acquired businesses require substantial attention from management.
Further, any acquisitions we do complete would involve a number of risks, which may include the following: • the identification, acquisition, and integration of acquired businesses require substantial attention from management.
While we believe that CTV sellers will begin to expand their use of biddable inventory to attract a more diverse array of advertisers, there can be no assurance that CTV sellers will adopt such solutions or guarantees regarding the speed at which they may adopt such solutions.
Accordingly, an increase in the percentage of CTV inventory monetized through reserve auctions, at the expense of biddable auctions, could drive a decrease in our overall take rate (our fee as a percentage of advertising spend) which may negatively impact our growth. 17 Table of Contents While we believe that CTV sellers will begin to expand their use of biddable inventory to attract a more diverse array of advertisers, there can be no assurance that CTV sellers will adopt such solutions or guarantees regarding the speed at which they may adopt such solutions.
Finally, with the proliferation of header bidding in desktop and mobile, sellers' inventory is available for purchase through multiple exchanges simultaneously. Buyers, in turn, are free to direct their spend to us or one or more of our competitors, and increasingly are seeking price concessions, rebates, or other consideration to direct more spend towards us.
Buyers, in turn, are free to direct their spend to us or one or more of our competitors, and increasingly are seeking price concessions, rebates, or other consideration to direct more spend towards us.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe also have ongoing engagements with security consultants and other third parties as required to assist with assessing, identifying, and managing cybersecurity risks. These vendors help us with annual penetration testing and other items as needed. We have a robust internal controls framework and process and issue annual SOC 1 Type 2 reports covering our DV+, Streaming, and SpringServe platforms.
Biggest changeWe have a robust internal controls framework and process and issue annual SOC 1 Type 2 reports covering our DV+ and SpringServe platforms. We also delivered an audited SOC2 Type 1 report covering our DV+ and SpringServe platforms in 2025.
Item 1C. Cybersecurity Cybersecurity is a critical aspect of our business. As the world's largest independent omni-channel sell-side advertising platform, we face a multitude of cybersecurity threats, and our customers rely on us to safeguard their data. These challenges make it imperative that we take information security seriously, and we expend considerable resources on cybersecurity.
Item 1C. Cybersecurity Cybersecurity is a critical aspect of our business. As the world's largest independent omni-channel sell-side advertising platform, we face a multitude of cybersecurity threats, and our customers rely on us to safeguard their data. These challenges make it imperative that we take information security seriously and, as such, we expend considerable resources on cybersecurity.
In addition, cybersecurity risks and associated mitigation efforts are assessed by senior management as part of the enterprise risk assessment process that includes reporting to and discussion with the audit committee and our board of directors. In addition, cybersecurity controls have been integrated into our disclosure controls and procedures.
In addition, cybersecurity risks and associated mitigation efforts are assessed by senior management as part of the enterprise risk assessment process that includes reporting to and discussion with the audit committee and our board of directors. Further, cybersecurity controls have been integrated into our disclosure controls and procedures.
Our incident response team includes our CISO and the information security team, along with various business units, as applicable, and undergoes periodic training which includes exercises on monitoring and detection tools. Security incidents are reviewed by the CISO and the information security team as soon as they are discovered or reported.
Our incident response team includes our CISO and the security team, along with various business units as applicable and the team undergoes periodic training which includes exercises on monitoring and detection tools. Security incidents are reviewed by the CISO and the security team as soon as they are discovered or reported.
We have implemented a comprehensive cybersecurity program to assess, identify, and manage risks from cybersecurity threats that may result in adverse effects on the confidentiality, integrity, and availability of our information systems. Cybersecurity matters are overseen by our board of directors, which meets quarterly to review the measures implemented by the Company to identify and mitigate cybersecurity risks.
We have implemented a comprehensive cybersecurity framework to identify, assess, and manage risks from cybersecurity threats that may result in adverse effects on the confidentiality, integrity, and availability of our information systems. Cybersecurity matters are overseen by our board of directors, which meets quarterly to review the measures implemented by the Company to identify and mitigate cybersecurity risks.
To mitigate against such risks, the company carries information security risk insurance that provides protection against potential losses arising from a cybersecurity incident. Refer to Item 1A. "Risk Factors" for additional information related to cybersecurity risks and the impact they may have on our operations. 39 Table of Contents
To mitigate against such risks, the company carries cybersecurity insurance that provides protection against potential losses arising from a cybersecurity incident. Refer to Item 1A. "Risk Factors" for additional information related to cybersecurity risks and the impact they may have on our operations. 40 Table of Contents
Our CISO heads the team responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across our business. Our CISO has extensive background, knowledge and skill in cybersecurity, with over 12 years of experience in establishing and maturing cybersecurity programs in the advertising technology space, from small startups to Fortune 500 companies.
Our CISO leads the team responsible for implementing, monitoring and maintaining cybersecurity and data protection practices across our business. Our CISO has extensive background, knowledge and skill in cybersecurity, with over 12 years of experience in establishing and maturing cybersecurity strategies and safeguards in the advertising technology space, from small startups to Fortune 500 companies.
We use state of the art systems with respect to the type of information processed, and employ processes designed to oversee, identify, and reduce the potential impact of a security incident with a third-party vendor or customer or otherwise implicating the third-party technology and systems we use.
We use state of the art systems with respect to the type of information processed, and employ processes designed to identify and reduce 39 Table of Contents the potential impact of a security incident with a third-party vendor or customer or otherwise impact the third-party technology and systems we use.
The IRP sets out a coordinated approach to investigating, containing, documenting and mitigating incidents, and provides triage workflows for individuals to follow. Our incident response process is generally based on the NIST Cybersecurity Framework and focuses on four phases: preparation; detection and analysis; containment, eradication and recovery; and post-incident remediation.
The IRP sets out a coordinated approach to investigating, containing, documenting and mitigating incidents, and provides triage workflows for individuals to follow. Our incident response process is generally based on the NIST Cybersecurity Framework and customized for our business and focuses on four phases: 1) Preparation; 2) Detection and analysis; 3) Containment, eradication and recovery; and 4) In post-incident remediation.
Despite ongoing efforts to continue improvement of our and our vendors’ ability to protect against 38 Table of Contents cyber-attacks, we may not be able to protect all information systems. Any incidents may lead to reputational harm, revenue and client loss, legal actions, statutory penalties, among other consequences.
Despite ongoing efforts to drive continuous improvement of our and our vendors’ ability to protect against cyber-attacks, we may not be able to protect all information systems at all times. Any incidents may lead to reputational harm, revenue and client loss, legal actions, statutory penalties, among other consequences.
With respect to incident response, we have adopted an Incident Response Playbook that applies in the event of a cybersecurity threat or incident (an “IRP”) to provide a standardized framework for responding to security incidents, including malware, hacking, data breach (including third-party data breach), and other types of vulnerabilities.
With respect to incident response, the Company has adopted an Incident Response Plan (an "IRP") that applies in the event of a cybersecurity threat or incident to provide a standardized framework for responding to security incidents, including malware, hacking, data breach (including third-party data breach), and other types of vulnerabilities.
The CISO also attends meetings of the board of directors to report on any material developments. We have protocols by which certain cybersecurity incidents are reported promptly to management and the legal team.
The CISO attends meetings of the board of directors to report on any material developments. The Company has protocols by which cybersecurity incidents are reported promptly to management and the legal team.
The Company maintains a general security policy, which outlines the relationship between employees and information technologies and systems within the Company, and sets guidelines on how such technologies and systems should and should not be used. This policy is revised regularly by the CISO and reviewed and acknowledged by all Company employees in conjunction with annual cybersecurity training.
The Company maintains information security policies which outline the relationship between employees and information technologies and systems within the Company, and set guidelines on how such technologies and systems should and should not be used. These policies are revised regularly by the CISO and reviewed and acknowledged by all Company employees in conjunction with annual cybersecurity training.
Our Chief Information Security Officer (“CISO”) reports to the board quarterly on cybersecurity matters. These reports and presentations are prepared with input from members of our senior management team responsible for overseeing the company’s cybersecurity risk management, including the Chief Technology Officer, Chief Financial Officer, Chief Legal Officer, Chief People Officer, and SVP, Engineering.
These reports and presentations are prepared with input from members of our senior management team responsible for overseeing the company’s cybersecurity risk management, including the Chief Technology Officer, Chief Financial Officer, Chief Legal Officer, Chief People Officer, and SVP, Engineering, who is responsible for the technical infrastructure and engineering organization.
As detailed elsewhere in this Annual Report on Form 10-K, we also rely on information technology and third-party vendors to support our operations, including our secure processing of personal, confidential, proprietary and other types of information.
In addition to our internal audit team, we have a dedicated governance, risk and compliance manager who helps promote compliance with our control framework. As detailed elsewhere in this Annual Report on Form 10-K, we also rely on information technology and third-party vendors to support our operations, including our secure processing of personal, confidential, proprietary and other types of information.
The Company also has a Systems Security Policy in place, which outlines the requirements for system configuration and administration of systems within the Company, and includes steps for reporting cybersecurity incidents and keeping senior management and other key stakeholders informed and involved as appropriate.
The security policies outline the requirements for system configuration and administration of systems within the Company, and include steps for reporting cybersecurity incidents and informing and involving senior management and other key stakeholders as appropriate.
She holds a bachelors degree, with a certificate in architecture and systems engineering, and a professional education certificate in AI and machine learning. The CISO receives reports on cybersecurity threats from other internal information security personnel on an ongoing basis and in conjunction with management, regularly reviews risk management measures implemented by the Company to identify and mitigate cybersecurity risks.
The CISO receives reports on cybersecurity threats from internal information security personnel and open source intelligence on an ongoing basis and, in conjunction with management, regularly reviews risk management measures implemented by the Company to identify and mitigate cybersecurity risks. These sources all contribute to the building of a comprehensive threat profile for Magnite.
The initial review of a security incident is conducted immediately, in order to appropriately determine the severity and urgency of the event. Key stakeholders and any technical owners of the impacted systems or processes are included in the incident review process and are brought in immediately in the case of potentially critical incidents.
Key stakeholders and owners of the impacted systems or processes are included in the incident review process and are brought in immediately in the case of potentially critical incidents. All phases of the review process are led by the CISO or another member of the security team, as appropriate.
All phases of the review process are led by the CISO or another member of the security team, as appropriate. We perform regular vulnerability scanning of our systems in order to confirm appropriate security controls are in place and function in accordance with established policies.
We perform regular vulnerability scanning of our systems in order to confirm that appropriate security controls are in place and function properly in accordance with established policies. We also have ongoing engagements with security consultants, and vendors help us with annual penetration testing and other tasks as needed.
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In addition to our internal audit team, we have a dedicated compliance manager within the engineering department who helps promote compliance with our control framework.
Added
Our Chief Information Security Officer (“CISO”) reports to the board quarterly on cybersecurity matters.
Added
She holds a bachelors degree, with a certificate in architecture and systems engineering, and a professional education certificate in AI and machine learning.
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The initial review of a security incident is conducted immediately in order to appropriately determine the severity and urgency of the event, provide the most rapid response possible, and meet disclosure obligations.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our corporate headquarters are located in New York, New York, where we occupy office space totaling approximately 41,946 square feet under a lease that expires in 2030. We use these facilities for our principal administration, sales and marketing, technology and development, and engineering activities.
Biggest changeItem 2. Properties Our corporate headquarters are located in New York, New York, where we occupy office space totaling approximately 54,080 square feet under leases that expire in 2038. We use these facilities for our principal administration, sales and marketing, technology and development, and engineering activities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSuch routine matters may include, among other things, assertions of contract breach or intellectual property infringement, claims for indemnity arising in the course of our business, regulatory investigations, audits by taxing authorities, or enforcement proceedings, and claims by persons whose employment has been terminated. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance.
Biggest changeSuch routine matters may include, among other things, assertions of contract breach or intellectual property infringement, claims for indemnity arising in the course of our business, claims relating to our collection or use of data, regulatory investigations, audits by taxing authorities, or enforcement proceedings, and claims by persons whose employment has been terminated.
However, based on our knowledge as of December 31, 2024, we believe that the final resolution of such matters pending at the time of this report, individually and in the aggregate, will not have a material adverse effect upon our consolidated financial position, results of operations or cash flows.
However, based on our knowledge as of December 31, 2025, we believe that the final resolution of such matters pending at the time of this report, individually and in the aggregate, will not have a material adverse effect upon our consolidated financial position, results of operations or cash flows.
Refer to Note 16—"Commitments and Contingencies" for additional information related to legal proceedings.
Refer to Note 13—"Commitments and Contingencies" for additional information related to legal proceedings.
Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability, amounts which may be covered by insurance or recoverable from third parties, or the financial impact with respect to such matters as of December 31, 2024.
Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability or awards, amounts which may be covered by insurance or recoverable from third parties, or the financial impact with respect to such matters as of December 31, 2025.
Added
For example, we have recently been subject to class action lawsuits alleging violations of various privacy statutes. Additionally, on September 16, 2025, we filed the Google Action. For additional information, refer to the "Regulatory Developments and Google Litigation" section in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers Common stock repurchases during the quarter ended December 31, 2024 were as follows (in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price per Share Total number of shares purchased as part of a Publicly Announced Program Maximum Approximate Dollar Value that May Yet be Purchased Under the Program October 1 - October 31, 2024 Equity withholding (1) 4 $ 12.24 — $ — Repurchase program (2) 462 $ 12.03 462 $ 110,427 November 1 - November 30, 2024 Equity withholding (1) 301 $ 15.85 — $ — Repurchase program (2) — $ — — $ 110,427 December 1 - December 31, 2024 Equity withholding (1) — $ — — $ — Repurchase program (2) — $ — — $ 110,427 767 462 (1) Upon vesting of most restricted stock units or stock awards, we are required to deposit minimum statutory employee withholding taxes on behalf of the holders of the vested awards.
Biggest changePurchases of Equity Securities by the Issuer and Affiliated Purchasers Common stock repurchases during the quarter ended December 31, 2025 were as follows (in thousands, except per share amounts): Period Total Number of Shares Purchased Average Price per Share Total number of shares purchased as part of a Publicly Announced Program Maximum Approximate Dollar Value that May Yet be Purchased Under the Program October 1 - October 31, 2025 Equity withholding (1) — $ — — $ — Repurchase program (2) — $ — — $ 87,547 November 1 - November 30, 2025 Equity withholding (1) 400 $ 14.15 — $ — Repurchase program (2) — $ — — $ 87,547 December 1 - December 31, 2025 Equity withholding (1) — $ — — $ — Repurchase program (2) 1,500 $ 15.60 1,500 $ 64,145 1,900 1,500 (1) Upon vesting of most restricted stock units or stock awards, we are required to deposit minimum statutory employee withholding taxes on behalf of the holders of the vested awards.
Shares repurchased under the February 2024 Repurchase Plan in the quarter ended December 31, 2024 have been subsequently retired, which was recorded as a reduction in additional paid in capital. The average price per share purchased under the February 2024 Repurchase Plan includes broker commission costs.
Shares repurchased under the February 2024 Repurchase Plan in the quarter ended December 31, 2025 have been subsequently retired, which was recorded as a reduction in additional paid in capital. The average price per share purchased under the February 2024 Repurchase Plan includes broker commission costs.
Stock Performance Graph This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by 41 Table of Contents reference into any filing of ours under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Stock Performance Graph This performance graph shall not be deemed "soliciting material" or to be "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by 42 Table of Contents reference into any filing of ours under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
The returns shown are based on historical results and are not necessarily indicative of, nor intended to forecast, future stock price performance. COMPARISON OF CUMULATIVE TOTAL RETURN Item 6. Reserved 42 Table of Contents
The returns shown are based on historical results and are not necessarily indicative of, nor intended to forecast, future stock price performance. COMPARISON OF CUMULATIVE TOTAL RETURN Item 6. Reserved 43 Table of Contents
The following graph compares the cumulative total stockholder return on an initial investment of $100 in our common stock between December 31, 2019 and December 31, 2024, with the comparative cumulative total returns of the S&P 500 Index, Nasdaq Composite, Nasdaq Internet Index, S&P Internet Select Industry Index, and Russell 2000 Index over the same period.
The following graph compares the cumulative total stockholder return on an initial investment of $100 in our common stock between December 31, 2020 and December 31, 2025, with the comparative cumulative total returns of the S&P 500 Index, Nasdaq Composite, Nasdaq Internet Index, S&P Internet Select Industry Index, and Russell 2000 Index over the same period.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the Nasdaq Global Select Market of the Nasdaq Stock Market LLC ("Nasdaq") under the symbol "MGNI." Holders of Record As of February 19, 2025, there were approximately 45 holders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the Nasdaq Global Select Market of the Nasdaq Stock Market LLC ("Nasdaq") under the symbol "MGNI." Holders of Record As of February 19, 2026, there were approximately 42 holders of record of our common stock.
As of December 31, 2024, $110.4 million remains available under the February 2024 Repurchase Plan.
As of December 31, 2025, $64.1 million remains available under the February 2024 Repurchase Plan.

Item 7. Management's Discussion & Analysis

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

96 edited+35 added−18 removed87 unchanged
Biggest changeOur effective tax rates could be affected by numerous factors, such as changes in our business operations, acquisitions, investments, entry into new businesses and geographies, intercompany transactions, the relative amount of our foreign earnings, including earnings being lower than anticipated in jurisdictions where we have lower statutory rates and higher than anticipated in jurisdictions where we have higher statutory rates, losses incurred in jurisdictions for which we are not able to realize related income tax benefits, the applicability of special tax regimes, changes in foreign currency exchange rates, changes in our stock price, changes in our deferred tax assets ("DTAs") and liabilities and their valuation, changes in the laws, regulations, administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and accounting rules in various jurisdictions. 46 Table of Contents Results of Operations The following table sets forth our consolidated results of operations: Year Ended Change % December 31, 2024 December 31, 2023 December 31, 2022 2024 vs 2023 2023 vs 2022 (in thousands) Revenue $ 668,170 $ 619,710 $ 577,069 8 % 7 % Expenses: Cost of revenue 258,838 409,906 307,165 (37) % 33 % Sales and marketing 166,142 173,982 200,081 (5) % (13) % Technology and development 95,243 94,318 93,757 1 % 1 % General and administrative 96,860 89,048 81,382 9 % 9 % Merger, acquisition, and restructuring costs — 7,465 7,468 (100) % — % Total expenses 617,083 774,719 689,853 (20) % 12 % Income (loss) from operations 51,087 (155,009) (112,784) NM 37 % Other expense, net 24,603 2,538 22,813 869 % (89) % Income (loss) before income taxes 26,484 (157,547) (135,597) NM 16 % Provision (benefit) for income taxes 3,698 1,637 (5,274) 126 % NM Net income (loss) $ 22,786 $ (159,184) $ (130,323) NM 22 % NM - Not meaningful The following table sets forth our consolidated results of operations for the specified periods as a percentage of our revenue for those periods presented: Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Revenue 100 % 100 % 100 % Cost of revenue 39 66 53 Sales and marketing 25 28 35 Technology and development 14 15 16 General and administrative 14 14 14 Merger, acquisition, and restructuring costs — 1 1 Total expenses 92 125 120 Income (loss) from operations 8 (25) (20) Other expense, net 4 — 4 Income (loss) before income taxes 4 (25) (23) Provision (benefit) for income taxes 1 — (1) Net income (loss) 3 % (26) % (23) % Note: Percentages may not sum due to rounding Comparison of the Years Ended December 31, 2024, 2023, and 2022 Revenue Revenue increased $48.5 million, or 8%, for the year ended December 31, 2024 compared to the prior year.
Biggest changeA material valuation allowance release is not expected to recur in future periods. 47 Table of Contents Results of Operations The following table sets forth our consolidated results of operations: Year Ended Change % December 31, 2025 December 31, 2024 December 31, 2023 2025 vs 2024 2024 vs 2023 (in thousands) Revenue $ 713,953 $ 668,170 $ 619,710 7 % 8 % Expenses: Cost of revenue 266,619 258,838 409,906 3 % (37) % Sales and marketing 171,668 166,142 173,982 3 % (5) % Technology and development 84,712 95,243 94,318 (11) % 1 % General and administrative 93,191 96,860 89,048 (4) % 9 % Merger, acquisition, and restructuring costs 162 — 7,465 NM (100) % Total expenses 616,352 617,083 774,719 — % (20) % Income (loss) from operations 97,601 51,087 (155,009) 91 % NM Other expense, net 26,974 24,603 2,538 10 % 869 % Income (loss) before income taxes 70,627 26,484 (157,547) 167 % NM Provision (benefit) for income taxes (73,986) 3,698 1,637 NM 126 % Net income (loss) $ 144,613 $ 22,786 $ (159,184) 535 % NM NM - Not meaningful The following table sets forth our consolidated results of operations for the specified periods as a percentage of our revenue for those periods presented: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Revenue 100 % 100 % 100 % Cost of revenue 37 39 66 Sales and marketing 24 25 28 Technology and development 12 14 15 General and administrative 13 14 14 Merger, acquisition, and restructuring costs — — 1 Total expenses 86 92 125 Income (loss) from operations 14 8 (25) Other expense, net 4 4 — Income (loss) before income taxes 10 4 (25) Provision (benefit) for income taxes (10) 1 — Net income (loss) 20 % 3 % (26) % Note: Percentages may not sum due to rounding Comparison of the Years Ended December 31, 2025, 2024, and 2023 Revenue Revenue increased $45.8 million, or 7%, for the year ended December 31, 2025 compared to the prior year.
Cost of Revenue Cost of revenue decreased $151.1 million, or 37%, for the year ended December 31, 2024 compared to the prior year, primarily due to decreases of $164.4 million in depreciation and amortization, which was primarily driven by certain acquired intangible assets becoming fully amortized in the third quarter of 2023.
Cost of revenue decreased $151.1 million , or 37%, for the year ended December 31, 2024 compared to the prior year, primarily due to decreases of $164.4 million in depreciation and amortization, which was primarily driven by certain acquired intangible assets becoming fully amortized in the third quarter of 2023.
Our non-GAAP financial measures are discussed below. Revenue and net income (loss) are discussed above under the headings "Components of Our Results of Operations" and "Results of Operations." Contribution ex-TAC Contribution ex-TAC is calculated as gross profit plus cost of revenue excluding traffic acquisition cost ("TAC").
Our non-GAAP financial measures are discussed below. Revenue, cost of revenue, and net income (loss) are discussed above under the headings "Components of Our Results of Operations" and "Results of Operations." Contribution ex-TAC Contribution ex-TAC is calculated as gross profit plus cost of revenue excluding traffic acquisition cost ("TAC").
Investing Activities Our primary investing activities have consisted of acquisitions of businesses, purchases of property and equipment, and capital expenditures in support of creating and enhancing our technology infrastructure.
Investing Activities Our primary investing activities have consisted of purchases of property and equipment, capital expenditures in support of creating and enhancing our technology infrastructure, and acquisitions of businesses.
Generally, our revenue is based on a percentage of the ad spend that runs through our platform, although for certain clients, services, or transaction types we may receive a fixed CPM for each impression sold, and for advertising campaigns that are transacted through insertion orders, we earn revenue based on the full amount of ad spend that runs through our platform.
Generally, our revenue is based on a percentage of the ad spend that runs through our platform, although for certain clients, services, or transaction types we may receive a fixed CPM for each impression sold, and for advertising campaigns that are transacted through insertion orders, we earn revenue based on the full amount of ad spend that runs through our platform.
(3) Includes estimated fees based on current available amounts under our 2024 Revolving Credit Facility and using the current commitment rate as of December 31, 2024, fees based on outstanding but undrawn letters of credit as of December 31, 2024, and fees owed to our administrative agents for both facilities under the 2024 Credit Agreement.
(3) Includes estimated fees based on current available amounts under our 2024 Revolving Credit Facility and using the current commitment rate as of December 31, 2025, fees based on outstanding but undrawn letters of credit as of December 31, 2025, and fees owed to our administrative agents for both facilities under the 2024 Credit Agreement.
In particular, as the pace of consumer adoption has accelerated and the streaming market has proliferated, the largest streaming publishers have adopted ad-supported models leading to a significant increase in the amount of CTV inventory available for advertisers.
In particular, as the pace of adoption has accelerated and the streaming market has proliferated, the largest streaming publishers have adopted ad-supported models leading to a significant increase in the amount of CTV inventory available for advertisers.
Adjusted EBITDA We define Adjusted EBITDA as net income (loss) adjusted to exclude stock-based compensation expense, depreciation and amortization, amortization of acquired intangible assets, impairment charges, interest income or expense, and other cash and non-cash based income or expenses that we do not consider indicative of our core operating performance, including, but not limited to foreign exchange gains and losses, acquisition and related items, gains or losses on extinguishment of debt, other debt refinancing expenses, non-operational real estate and other expenses (income), net, and provision (benefit) for income taxes.
Adjusted EBITDA We define Adjusted EBITDA as net income (loss) adjusted to exclude stock-based compensation expense, depreciation and amortization, including amortization of acquired intangible assets, impairment charges, interest income or expense, provision (benefit) for income taxes, and certain cash and non-cash based income or expenses that we do not consider indicative of our core operating performance, including, but not limited to foreign exchange gains and losses, acquisition and related items, gains or losses on extinguishment of debt, other debt refinancing expenses, certain litigation expenses, and non-operational real estate and other expenses (income), net.
Our primary foreign currency exposures are currencies other than the U.S. Dollar, principally the Australian Dollar, British Pound, Canadian Dollar, Euro, Japanese Yen, and New Zealand Dollar. (Gain) Loss on Extinguishment of Debt .
Our primary foreign currency exposures are currencies other than the U.S. Dollar, principally the Australian Dollar, British Pound, Euro, Japanese Yen, and New Zealand Dollar. (Gain) Loss on Extinguishment of Debt .
The income tax expense for the year ended December 31, 2023 was primarily the result of the domestic valuation allowance and the federal, state, and foreign income tax liabilities.
The income tax expense for the year ended December 31, 2024 was primarily the result of the domestic valuation allowance and the federal, state, and foreign income tax liabilities. The income tax expense for the year ended December 31, 2023 was primarily the result of the domestic valuation allowance and the federal, state, and foreign income tax liabilities.
No demands for indemnification have been made as of December 31, 2024. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures.
No demands for indemnification have been made as of December 31, 2025. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures.
Our sales and marketing expenses primarily consists of personnel costs, including salaries, bonuses, and stock-based compensation, as well as marketing expenses such as brand marketing, travel expenses, trade shows and marketing materials, amortization expense associated with client relationships, and non-compete agreements from our business acquisitions, professional services, facilities-related costs, and depreciation expense.
Our sales and marketing expenses primarily consist of personnel costs, including salaries, bonuses, and stock-based compensation, as well as marketing expenses such as brand marketing, travel expenses, trade shows and marketing materials, amortization expense associated with client relationships, and non-compete agreements from our business acquisitions, professional services, facilities-related costs, and depreciation expense.
Our technology and development expenses primarily consists of personnel costs, including salaries, bonuses, and stock-based compensation, as well as professional services associated with the ongoing development and maintenance of our solution, software costs, facilities-related costs, and depreciation and amortization expense. These expenses include costs incurred in the development, implementation, and maintenance of internal use software, including platform and related infrastructure.
Our technology and development expenses primarily consist of personnel costs, including salaries, bonuses, and stock-based compensation, as well as professional services associated with the ongoing development and maintenance of our solution, software costs, facilities-related costs, and depreciation and amortization expense. These expenses include costs incurred in the development, implementation, and maintenance of internal use software, including platform and related infrastructure.
Our general and administrative expenses primarily consists of personnel costs, including salaries, bonuses, and stock-based compensation, associated with our executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, facilities-related costs, depreciation expense, bad debt expense, and other corporate-related expenses. Merger, Acquisition, and Restructuring Costs.
Our general and administrative expenses primarily consist of personnel costs, including salaries, bonuses, and stock-based compensation, associated with our executive, finance, legal, human resources, compliance, and other administrative personnel, as well as accounting and legal professional services fees, facilities-related costs, depreciation expense, bad debt expense, and other corporate-related expenses. Merger, Acquisition, and Restructuring Costs.
With respect to certain revenue streams for managed advertising campaigns that are transacted through insertion orders, we report revenue on a gross basis, based primarily on our determination that the Company acts as the primary obligor in the delivery of advertising campaigns for our buyer clients with respect to such transactions.
With respect to managed advertising campaigns that are transacted through insertion orders, we report revenue on a gross basis, based primarily on our determination that the Company acts as the primary obligor in the delivery of advertising campaigns for our buyer clients with respect to such transactions.
Refer to discussion in section "Key Operating and Financial Performance Metrics" for a definition of Contribution ex-TAC and Adjusted EBITDA, as well as reconciliations of gross profit to Contribution ex-TAC and Net income (loss) to Adjusted EBITDA, for the years ended December 31, 2024, 2023, and 2022, respectively.
Refer to discussion in section "Key Operating and Financial Performance Metrics" for a definition of Contribution ex-TAC and Adjusted EBITDA, as well as reconciliations of gross profit to Contribution ex-TAC and Net income (loss) to Adjusted EBITDA, for the years ended December 31, 2025, 2024, and 2023, respectively.
Our merger, acquisition, and restructuring costs primarily consists of professional service fees associated with merger and acquisition activities, cash-based employee termination costs, related stock-based compensation charges, and other restructuring activities, including facility closures, relocation costs, contract termination costs, and impairment costs of abandoned technology associated with restructuring activities. Other (Income) Expense Interest (Income) Expense, Net.
Our merger, acquisition, and restructuring costs primarily consist of professional service fees associated with merger and acquisition activities, cash-based employee termination costs, related stock-based compensation charges, and other restructuring activities, including facility closures, relocation costs, contract termination costs, and impairment costs of abandoned technology associated with restructuring activities. Other (Income) Expense Interest (Income) Expense, Net.
Capitalization ends once a project is substantially complete and the software and technologies are ready for their intended purpose. There is judgment involved in estimating the stage of 57 Table of Contents development as well as estimating time allocated to a particular project.
Capitalization ends once a project is substantially complete and 58 Table of Contents the software and technologies are ready for their intended purpose. There is judgment involved in estimating the stage of development as well as estimating time allocated to a particular project.
On February 6, 2024, we entered into a credit agreement (the “2024 Credit Agreement”) with Morgan Stanley Senior Funding, Inc. as our term loan administrative agent and Citibank, N.A. as our revolving facility administrative agent and collateral agent, and other lender parties thereto.
On February 6, 2024, we entered into a credit agreement (the "2024 Credit Agreement") with Morgan Stanley Senior Funding, Inc. as our term loan administrative agent and Citibank, N.A. as our revolving facility administrative agent and collateral agent, and other lender parties thereto.
There have been no significant changes in our accounting policies or estimates from those disclosed in our audited consolidated financial statements and notes thereto for the years ended December 31, 2024, 2023 and 2022.
There have been no significant changes in our accounting policies or estimates from those disclosed in our audited consolidated financial statements and notes thereto for the years ended December 31, 2025, 2024 and 2023.
Macroeconomic Developments Macroeconomic challenges, such as inflation, the interest rate environment, global conflicts, the risk of a recession, and labor strikes, generally have a negative impact on ad budgets, which in turn may lead to slower ad spend growth through our platform.
Macroeconomic Developments Macroeconomic challenges, such as inflation, tariffs and trade wars, the interest rate environment, global conflicts, the risk of a recession, and labor strikes, generally have a negative impact on ad budgets, which in turn may lead to slower ad spend growth through our platform.
Obligations for leases not included in the lease liabilities as of December 31, 2024 include commitments under agreements for office space and data centers that have not commenced as of December 31, 2024.
Obligations for leases not included in the lease liabilities as of December 31, 2025 include commitments under agreements for office space and data centers that have not commenced as of December 31, 2025.
Other important growth initiatives for our mobile and desktop channels include: bringing additional advertising demand to sellers through SPO and other buyer initiatives; increasing the operational efficiency of our platform to reduce costs for us as well as the process costs for buyers; developing alternative identity solutions to increase the value of seller inventory, as the industry shifts away from third-party cookies; and leveraging our machine learning and big data set to improve traffic shaping and generate higher-quality matching between buyers and sellers.
Other important growth initiatives for our mobile and desktop channels include: bringing additional advertising demand to sellers through SPO and other buyer initiatives; increasing the operational efficiency of our platform to reduce costs for us as well as the process costs for buyers; developing alternative identity solutions to increase the value of seller inventory, as the industry shifts away from third-party cookies; leveraging our machine learning and big data set to improve traffic shaping and generate higher-quality matching between buyers and sellers; and increasing adoption of our proprietary SDK for mobile in-app advertising.
On February 1, 2024, the Board of Directors approved a new repurchase plan (the "February 2024 Repurchase Plan"), which fully replaced the prior repurchase plan, pursuant to which we are authorized to repurchase common stock or Convertible Senior Notes, with an aggregate market value of up to $125.0 million, through February 1, 2026.
On February 1, 2024, the Board of Directors approved a repurchase plan (the "February 2024 Repurchase Plan"), which fully replaced the prior repurchase plan, pursuant to which we were authorized to repurchase common stock or Convertible Senior Notes, with an aggregate market value of up to $125.0 million, through February 1, 2026.
In addition, we were party to a $175.0 million 2024 Revolving Credit Facility (as defined below), of which approximately $5.2 million was assigned to outstanding but undrawn letters of credit. See "Capital Resources" below for further information about our outstanding debt.
In addition, we were party to a $175.0 million 2024 Revolving Credit Facility (as defined below), of which approximately $4.0 million was assigned to outstanding but undrawn letters of credit. See "Capital Resources" below for further information about our outstanding debt.
We anticipate that our operating expenses will continue to increase in the foreseeable future as we invest in technology and development to enhance our product features, in particular CTV, as well as sales and marketing to acquire new clients and reinforce our relationships with existing clients.
We anticipate that our operating expenses will continue to increase in absolute dollars for the foreseeable future as we invest in technology and development to enhance our product features, in particular CTV, as well as sales and marketing to acquire new clients and reinforce our relationships with existing clients.
Our collection and payment cycle can vary from period to period depending upon various circumstances, 53 Table of Contents including seasonality, and may be negatively impacted by certain macroeconomic challenges, such as capital market disruptions and instability of financial institutions.
Our collection and payment cycle can vary from period to period depending upon various circumstances, including seasonality, and may be negatively impacted by certain macroeconomic challenges, such as capital market disruptions and instability of financial institutions.
For 2025, we believe our revenue will increase compared to the prior year period and we expect CTV will continue to be our biggest growth driver.
For 2026, we believe our revenue will increase compared to the prior year period and we expect CTV will continue to be our biggest growth driver.
Tax laws, regulations, administrative practices, principles, and interpretations in various jurisdictions may be subject to significant change, with or without 45 Table of Contents notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.
Tax laws, regulations, administrative practices, principles, and interpretations in various jurisdictions may be subject to significant change, with or without notice, due to economic, political, and other conditions, and significant judgment is required in evaluating and estimating our provision and accruals for these taxes.
These limitations include: • Stock-based compensation is a non-cash charge and will remain an element of our long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period. • Depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future, but Adjusted EBITDA does not reflect any cash requirements for these replacements. • Impairment charges are non-cash charges related to goodwill, intangible assets and/or long-lived assets. • Adjusted EBITDA does not reflect certain cash and non-cash charges related to acquisition and related items, such as amortization of acquired intangible assets, merger, acquisition, or restructuring related severance costs, and changes in the fair value of contingent consideration. • Adjusted EBITDA does not reflect cash and non-cash charges and changes in, or cash requirements for, acquisition and related items, such as certain transaction expenses. • Adjusted EBITDA does not reflect cash and non-cash charges related to certain financing transactions such as gains or losses on extinguishment of debt or other debt refinancing expenses. • Adjusted EBITDA does not reflect certain non-operational real estate and other (income) and expense, net, which consists of transactions or expenses that are typically by nature non-operating, one-time items, or unrelated to our core operations. • Adjusted EBITDA does not reflect changes in our working capital needs, capital expenditures, or contractual commitments. • Adjusted EBITDA does not reflect cash requirements for income taxes and the cash impact of other income or expense. • Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. 51 Table of Contents Our Adjusted EBITDA is influenced by fluctuations in our revenue, cost of revenue, and the timing and amounts of the cost of our operations.
These limitations include: • Stock-based compensation is a non-cash charge and will remain an element of our long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period. • Depreciation and amortization are non-cash charges, and the assets being depreciated or amortized will often have to be replaced in the future, but Adjusted EBITDA does not reflect any cash requirements for these replacements. • Impairment charges are non-cash charges related to goodwill, intangible assets and/or long-lived assets. • Adjusted EBITDA does not reflect certain cash and non-cash charges related to acquisition and related items, such as amortization of acquired intangible assets, merger, acquisition, or restructuring related severance costs, certain transaction expenses, and changes in the fair value of contingent consideration. • Adjusted EBITDA does not reflect cash and non-cash charges related to interest income and interest expense and certain financing transactions such as gains or losses on extinguishment of debt or other debt refinancing expenses. • Adjusted EBITDA does not reflect cash requirements for income taxes and the cash impact of other income or expense. • Adjusted EBITDA does not reflect litigation expenses for specific proceedings. • Adjusted EBITDA does not reflect certain non-operational real estate and other (income) and expense, net. • Adjusted EBITDA does not reflect changes in our working capital needs, capital expenditures, or contractual commitments. • Other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative measure. 52 Table of Contents Our Adjusted EBITDA is influenced by fluctuations in our revenue, cost of revenue, and the timing and amounts of the cost of our operations.
Our revenue recognition policies are discussed in more detail in Note 2 of the "Notes to the Consolidated Financial Statements." 44 Table of Contents Expenses We classify our expenses into the following categories: Cost of Revenue .
Our revenue recognition policies are discussed in more detail in Note 2 of the "Notes to the Consolidated Financial Statements." Expenses We classify our expenses into the following categories: Cost of Revenue .
Our future cash flows will be diminished if we cannot increase our revenue levels and manage costs appropriately. During the year ended December 31, 2024, net cash provided by operating activities was $235.2 million, compared to net cash provided by operating activities of $214.4 million and $192.6 million during the years ended December 31, 2023 and 2022, respectively.
Our future cash flows will be diminished if we cannot increase our revenue levels and manage costs appropriately. During the year ended December 31, 2025, net cash provided by operating activities was $236.2 million, compared to net cash provided by operating activities of $235.2 million and $214.4 million during the years ended December 31, 2024 and 2023, respectively.
For the years ended December 31, 2024, 2023, and 2022, our revenue reported on a gross basis was 14%, 18%, and 18% of total revenue for the respective periods.
For the years ended December 31, 2025, 2024, and 2023, our revenue reported on a gross basis was 10%, 14%, and 18% of total revenue for the respective periods.
As a result of our investments, CTV has become the biggest growth driver of our business, with revenue growing 13% and Contribution ex-TAC growing 19% year over year from 2023 to 2024. We believe that we are well positioned to take advantage of a number of favorable market trends in CTV.
As a result of our investments, CTV has become the biggest growth driver of our business, with revenue growing 9% and Contribution ex-TAC growing 17% year-over-year from 2024 to 2025. We believe that we are well positioned to take advantage of a number of favorable market trends in CTV.
Foreign exchange (gain) loss, net changed by $7.0 million during the year ended December 31, 2024 compared to the prior year, due to movements in foreign currency exchange rates and the amount of foreign currency-denominated cash, receivables, and payables, which were impacted by our billings to buyers, payments to sellers, and intercompany balances.
Foreign exchange (gain) loss, net changed by $12.1 million during the year ended December 31, 2025 compared to the prior year, due to movements in foreign currency exchange rates and the amount of foreign currency-denominated cash, receivables, and payables, which were impacted by our billings to buyers, payments to sellers, and intercompany balances.
Net changes in our working capital also resulted in increases of $76.6 million, $75.5 million, and $40.4 million in cash provided by operating activities in 2024, 2023, and 2022 respectively. The net changes in working capital for all periods presented are primarily due to the timing of cash receipts from buyers and the timing of payments to sellers.
Net changes in our working capital also resulted in increases of $28.3 million, $76.6 million, and $75.5 million in cash provided by operating activities in 2025, 2024, and 2023 respectively. The net changes in working capital for all periods presented are primarily due to the timing of cash receipts from buyers and the timing of payments to sellers.
At the same time, we expect CTV advertisers that have historically transacted on our platform through managed service insertion orders to continue to shift budgets towards more automated solutions, which tend to carry a lower take rate; and as a result, we expect transactions through managed service insertion orders to become a smaller component of our overall business. 43 Table of Contents In addition to CTV, we track mobile and desktop channels.
At the same time, we expect CTV advertisers that have historically transacted on our platform through managed service insertion orders to continue to shift budgets towards more automated solutions, which tend 44 Table of Contents to carry a lower take rate; and as a result, we expect transactions through managed service insertion orders to become a smaller component of our overall business.
Sales and Marketing Sales and marketing expenses decreased $7.8 million, or 5%, for the year ended December 31, 2024 compared to the prior year, primarily due to decreases of $17.4 million in depreciation and amortization, which were primarily driven by certain acquired intangible assets becoming fully amortized in 2023.
Sales and marketing expenses decreased $7.8 million, or 5%, for the year ended December 31, 2024 compared to the prior year, primarily due to decreases of $17.4 million in depreciation and amortization, which were primarily driven by certain acquired intangible assets becoming fully amortized in 2023. These decreases were partially offset by increases of $9.5 million of personnel costs.
Cost of revenue may fluctuate from quarter to quarter and period to period, on an absolute dollar basis and as a percentage of revenue, depending on revenue levels and the volume of transactions we process supporting those revenues, and the timing and amounts of depreciation and amortization of equipment and software.
Cost of revenue may fluctuate from quarter to quarter and period to period, on an absolute dollar basis and as a percentage of revenue, depending on revenue levels and the volume of transactions we process supporting those revenues, whether transactions are reported on a gross or net basis, and the timing and amounts of depreciation and amortization of equipment and software.
During the year ended December 31, 2024, 2023, and 2022, we used cash for purchases of property and equipment of $32.8 million, $26.8 million, and $30.8 million, respectively, and used cash for investments in our internally developed software of $14.3 million, $10.6 million, and $13.6 million, respectively.
During the year ended December 31, 2025, 2024, and 2023, we primarily used cash for purchases of property and equipment of $70.5 million, $32.8 million, and $26.8 million, respectively, and used cash for investments in our internally developed software of $13.8 million, $14.3 million, and $10.6 million, respectively.
We amortize acquired intangibles associated with technology and development functions from our business acquisitions over their estimated useful lives. General and Administrative .
We amortize acquired intangibles associated with technology and development functions from our business acquisitions over their estimated useful lives. 46 Table of Contents General and Administrative .
On September 18, 2024, we entered into Amendment No. 1 to the 2024 Credit Agreement ("Amendment No. 1"), which reduced the interest rate of the 2024 Term Loan B Facility by 75 basis points to Term SOFR plus a margin of 3.75% from the previous rate of Term SOFR plus a margin of 4.50%.
On September 18, 2024, we entered into Amendment No. 1 to the 2024 Credit Agreement ("Amendment No. 1"), which reduced the interest rate of the 2024 Term Loan B Facility by 75 basis points to Term SOFR plus a margin of 3.75% from the previous rate of Term SOFR plus a margin of 4.50% and on March 18, 2025, we entered into Amendment No. 2 to the 2024 Credit Agreement ("Amendment No. 2"), which reduced the interest rate of the 2024 Term Loan B Facility by an additional 75 basis points to Term SOFR plus a margin of 3.00%.
The remaining terms of the 2024 Term Loan B Facility and the 2024 Revolving Credit Facility were substantially unchanged.
The remaining terms of the 2024 Term Loan B Facility and the 2024 Revolving Credit Facility were substantially unchanged by these amendments.
Contractual Obligations and Known Future Cash Requirements Our principal commitments as of December 31, 2024 consist of obligations under our Convertible Senior Notes, 2024 Term Loan B Facility, 2024 Revolving Credit Facility, leases for our various office facilities, including our corporate headquarters in New York, New York and offices in Los Angeles, California, and operating lease agreements, including data centers and cloud hosting services that expire at various times through 2033.
Contractual Obligations and Known Future Cash Requirements Our principal commitments as of December 31, 2025 consist of obligations under our Convertible Senior Notes, 2024 Term Loan B Facility, 2024 Revolving Credit Facility, leases for our various office facilities, including our corporate headquarters in New York, New York and offices in Los Angeles, California, and operating lease agreements, including data centers and cloud hosting services that expire at various times through 2038, and the indemnification holdback associated with the Streamr.ai Acquisition.
The loss on extinguishment of debt of $7.7 million for the year ended December 31, 2024 was due to the refinancing of our 2021 Credit Agreement (defined below) in February 2024 and the repricing of our 2024 Term Loan B Facility (defined below) in September 2024, which are further discussed below.
The loss on extinguishment of debt of $2.2 million for the year ended December 31, 2025 was due to the March 2025 repricing of our 2024 Term Loan B Facility (defined below) and the loss on extinguishment of debt of $7.7 million for the year ended December 31, 2024 was due to the refinancing of our 2021 Credit Agreement (defined below) in February 2024 and the repricing of our 2024 Term Loan B Facility (defined below) in September 2024.
Our principal cash requirements for the twelve-month period following this report primarily consists of personnel costs, contractual payment obligations, including office leases, data center costs and cloud hosting costs, capital expenditures, payment of interest and required principal payments on our Convertible Senior Notes and our 2024 Term Loan B Facility, cash outlays for income taxes, and cash requirements to fund working capital.
Our known principal cash requirements for the twelve-month period following this report primarily consist of personnel costs, contractual payment obligations, including office leases, cloud hosting, data center, and bandwidth expenses, capital expenditures, payment of interest, required principal payments on our Convertible Senior Notes, which mature in March 2026, and our 2024 Term Loan B Facility, cash outlays for income taxes, and cash requirements to fund working capital.
(2) Interest payments are based on an assumed rate of 8.11%, which was the rate as of December 31, 2024 for the associated 2024 Term Loan B Facility.
(2) Interest payments are based on an assumed rate of 6.72%, which was the rate as of December 31, 2025 for the associated 2024 Term Loan B Facility.
During the year ended December 31, 2024, net cash used in financing activities was $28.9 million, compared to net cash used in financing activities of $177.8 million and $30.2 million for the years ended December 31, 2023 and 2022, respectively.
During the year ended December 31, 2025, net cash used in financing activities was $75.1 million, compared to net cash used in financing activities of $28.9 million and $177.8 million for the years ended December 31, 2024 and 2023, respectively.
Our actual results could differ from these estimates. 56 Table of Contents We believe that the following assumptions and estimates have the greatest potential impact on our consolidated financial statements: (i) the determination of revenue recognition as net versus gross in our revenue arrangements and (ii) the determination of amounts to capitalize and the estimated useful lives of internal-use software development costs.
We believe that the following assumptions and estimates have the greatest potential impact on our consolidated financial statements: (i) the determination of revenue recognition as net versus gross in our revenue arrangements and (ii) the determination of amounts to capitalize and the estimated useful lives of internal-use software development costs.
During the year ended December 31, 2024, net cash used in investing activities was $47.5 million, compared to net cash used in investing activities of $37.4 million and $65.2 million during the years ended December 31, 2023 and 2022, respectively.
During the year ended December 31, 2025, net cash used in investing activities was $92.8 million, compared to net cash used in investing activities of $47.5 million and $37.4 million during the years ended December 31, 2024 and 2023, respectively.
As the industry matures, we anticipate that market dynamics will lead CTV sellers to make a greater percentage of inventory available through biddable auction environments in order to attract a broader set of advertisers that have not historically advertised on linear TV.
As the industry matures, we anticipate that market dynamics will lead CTV sellers to make a greater percentage of inventory available through biddable auction environments with multiple buyers rather than programmatic guaranteed, in order to accommodate a broader set of advertisers that have not historically advertised on linear TV.
The gain on extinguishment of debt of $26.5 million for the year ended December 31, 2023 was due to the repurchase of portions of our Convertible Senior Notes (defined below).
Our refinancing and repricing activities are further discussed below. The gain on extinguishment of debt of $26.5 million for the year ended December 31, 2023 was due to the repurchase of portions of our Convertible Senior Notes (defined below).
The net decrease is primarily due to an increase in interest income and a decrease in interest expense as a result of lower Convertible Senior Notes (defined below) outstanding throughout 2024 as compared to the prior year period and the lower interest incurred under the 2024 Term Loan B Facility (defined below) compared to the 2021 Term Loan B Facility (defined below).
Interest expense, net decreased by $5.3 million during the year ended December 31, 2024 compared to the prior year primarily due to an increase in interest income and a decrease in interest expense as a result of lower Convertible Senior Notes (defined below) outstanding throughout 2024 as compared to the prior year period and the lower interest incurred under the 2024 Term Loan B Facility (defined below) compared to the 2021 Term Loan B Facility (defined below).
As a percentage of revenue, technology and development expense may fluctuate from quarter to quarter and period to period based on revenue levels, the timing and amounts of technology and development efforts, the timing and the rate of the amortization of internally-developed capitalized projects and the timing and amounts of future capitalized internally-developed software costs. 48 Table of Contents General and Administrative General and administrative expenses increased $7.8 million, or 9%, for the year ended December 31, 2024 compared to the prior year, primarily due to increases of $5.9 million in personnel costs, $4.1 million in expenses associated with refinancing our 2021 Credit Agreement (defined below) in February 2024 and repricing our 2024 Term Loan B Facility (defined below) in September 2024, and $3.7 million in insurance and business taxes.
As a percentage of revenue, technology and development expense may fluctuate from quarter to quarter and period to period based on revenue levels, the timing and amounts of technology and development efforts, the timing and the rate of the amortization of internally-developed capitalized projects and the timing and amounts of future capitalized internally-developed software costs. 49 Table of Contents General and Administrative General and administrative expenses decreased $3.7 million, or 4%, for the year ended December 31, 2025 compared to the prior year, primarily due to decreases of $4.0 million in insurance and business taxes and $3.1 million in refinancing expenses associated with our 2024 Term Loan B Facility (defined below).
Our operating activities included net income of $22.8 million, net loss of $159.2 million, and net loss of $130.3 million for the years ended December 31, 2024, 2023, and 2022, respectively. Non-cash adjustments of $135.8 million, $298.1 million, and $282.4 million increased cash provided by operating activities in 2024, 2023, and 2022 respectively.
Our operating activities included net income of $144.6 million, net income of $22.8 million, and net loss of $159.2 million for the years ended December 31, 2025, 2024, and 2023, respectively. Non-cash adjustments of $63.2 million, $135.8 million, and $298.1 million increased cash provided by operating activities in 2025, 2024, and 2023 respectively.
Foreign exchange (gain) loss, net changed by $3.1 million during the year ended December 31, 2023 compared to the prior year, for the same reasons above.
Foreign exchange (gain) loss, net changed by $7.0 million during the year ended December 31, 2024 compared to the prior year, for the same reasons above.
Cash Flows The following table summarizes our cash flows for the periods presented: Year Ended December 31, 2024 December 31, 2023 December 31, 2022 (in thousands) Cash flows provided by operating activities $ 235,201 $ 214,367 $ 192,550 Cash flows used in investing activities (47,502) (37,383) (65,152) Cash flows used in financing activities (28,904) (177,842) (30,172) Effects of exchange rate changes on cash, cash equivalents and restricted cash (1,794) 575 (1,417) Change in cash, cash equivalents and restricted cash $ 157,001 $ (283) $ 95,809 Operating Activities Our cash flows from operating activities are primarily driven by revenue generated by our business, offset by the cash costs of operations, and are significantly influenced by the timing of and fluctuations in receipts from buyers and related payments to sellers.
Cash Flows The following table summarizes our cash flows for the periods presented: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (in thousands) Cash flows provided by operating activities $ 236,168 $ 235,201 $ 214,367 Cash flows used in investing activities (92,765) (47,502) (37,383) Cash flows used in financing activities (75,084) (28,904) (177,842) Effects of exchange rate changes on cash and cash equivalents 1,823 (1,794) 575 Change in cash and cash equivalents $ 70,142 $ 157,001 $ (283) Operating Activities Our cash flows from operating activities are primarily driven by revenue generated by our business, offset by the cash costs of operations, and are significantly influenced by the timing of and fluctuations in receipts from buyers and related payments to sellers.
If we raise additional financing by incurring indebtedness, we will be subject to increased fixed payment obligations and could also be subject to financial maintenance covenants, or restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business.
If we raise additional financing by incurring indebtedness, we will be subject to increased fixed payment obligations and could also be subject to financial maintenance covenants, or restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. 54 Table of Contents Any future indebtedness we incur may result in terms that could be unfavorable to equity investors.
These decreases were partially offset by increases of $9.5 million in personnel costs.
These decreases were partially offset by increases of $2.0 million in personnel costs.
As of December 31, 2024, $110.4 million remains available under the February 2024 Repurchase Plan. 52 Table of Contents Our working capital needs and cash conversion cycle, which is influenced by seasonality and by the mix of terms among our buyers and sellers and which may be negatively impacted as a result of pandemics, inflationary, recessionary and other macroeconomic challenges, can have large fluctuations due to the timing of receipts from buyers and timing of disbursements to sellers.
Our working capital needs and cash conversion cycle, which is influenced by seasonality and by the mix of terms among our buyers and sellers and which may be negatively impacted as a result of pandemics, inflationary, recessionary and other macroeconomic challenges, can have large fluctuations due to the timing of receipts from buyers and timing of disbursements to sellers.
Merger, Acquisition, and Restructuring Costs We did not incur any merger, acquisition, and restructuring costs for the year ended December 31, 2024.
Merger, Acquisition, and Restructuring Costs We incurred $0.2 million of merger, acquisition, and restructuring costs for the year ended December 31, 2025 and did not incur any merger, acquisition, and restructuring costs for the year ended December 31, 2024.
The following table presents the calculation of gross profit and reconciliation of gross profit to Contribution ex-TAC for the years ended December 31, 2024, 2023, and 2022, respectively: Year Ended Change % December 31, 2024 December 31, 2023 December 31, 2022 2024 vs 2023 2023 vs 2022 (in thousands) Revenue $ 668,170 $ 619,710 $ 577,069 8 % 7 % Less: Cost of revenue 258,838 409,906 307,165 (37) % 33 % Gross profit 409,332 209,804 269,904 95 % (22) % Add back: Cost of revenue, excluding TAC 197,610 339,343 244,711 (42) % 39 % Contribution ex-TAC $ 606,942 $ 549,147 $ 514,615 11 % 7 % Sellers use our technology to monetize their content across all digital channels, including CTV, mobile, and desktop.
The following table presents the calculation of gross profit and reconciliation of gross profit to Contribution ex-TAC for the years ended December 31, 2025, 2024, and 2023, respectively: Year Ended Change % December 31, 2025 December 31, 2024 December 31, 2023 2025 vs 2024 2024 vs 2023 (in thousands) Revenue $ 713,953 $ 668,170 $ 619,710 7 % 8 % Less: Cost of revenue 266,619 258,838 409,906 3 % (37) % Gross profit 447,334 409,332 209,804 9 % 95 % Add back: Cost of revenue, excluding TAC 222,299 197,610 339,343 12 % (42) % Contribution ex-TAC $ 669,633 $ 606,942 $ 549,147 10 % 11 % Sellers use our technology to monetize their content across all digital channels, including CTV, mobile, and desktop.
These decreases were partially offset by increases of $15.3 million of personnel costs. Sales and marketing expenses may fluctuate quarter to quarter and period to period, on an absolute dollar basis and as a percentage of revenue, based on revenue levels, the timing of our investments and seasonality in our industry and business.
Sales and marketing expenses may fluctuate quarter to quarter and period to period, on an absolute dollar basis and as a percentage of revenue, based on revenue levels, the timing of our investments and seasonality in our industry and business.
Recent Developments Financial Highlights The following represents our consolidated financial highlights for the years ended December 31, 2024, 2023, and 2022: Year Ended Change % December 31, 2024 December 31, 2023 December 31, 2022 2024 vs 2023 2023 vs 2022 (in thousands) Financial Measures and non-GAAP Financial Measures: Revenue $ 668,170 $ 619,710 $ 577,069 8 % 7 % Gross profit 409,332 209,804 269,904 95 % (22) % Contribution ex-TAC* 606,942 549,147 514,615 11 % 7 % Net income (loss) 22,786 (159,184) (130,323) NM 22 % Adjusted EBITDA* 196,850 171,364 178,790 15 % (4) % NM - Not meaningful * Contribution ex-TAC and Adjusted EBITDA are Non-GAAP measures.
Recent Developments Financial Highlights The following represents our consolidated financial highlights for the years ended December 31, 2025, 2024, and 2023: Year Ended Change % December 31, 2025 December 31, 2024 December 31, 2023 2025 vs 2024 2024 vs 2023 (in thousands) Financial Measures and non-GAAP Financial Measures: Revenue $ 713,953 $ 668,170 $ 619,710 7 % 8 % Gross profit 447,334 409,332 209,804 9 % 95 % Contribution ex-TAC* 669,633 606,942 549,147 10 % 11 % Net income (loss) 144,613 22,786 (159,184) 535 % NM Adjusted EBITDA* 232,131 196,850 171,364 18 % 15 % NM - Not meaningful * Contribution ex-TAC and Adjusted EBITDA are Non-GAAP measures.
We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances.
We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on 57 Table of Contents historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
At December 31, 2024, the balance of the 2024 Term Loan B Facility was $350.1 million, net of unamortized debt discount and debt issuance costs of $13.1 million, and amounts available under the 2024 Revolving Credit Facility were $169.8 million, net of letters of credit outstanding in the amount of $5.2 million.
At December 31, 2025, the balance of the 2024 Term Loan B Facility was $351.3 million, net of unamortized debt discount and debt issuance costs of $9.2 million, and amounts available under the 2024 Revolving Credit Facility were $171.0 million, net of letters of credit outstanding in the amount of $4.0 million.
Our revenue growth was driven primarily by growth in CTV and mobile. Revenue from CTV, mobile, and desktop increased by $35.3 million, or 13%, $12.1 million, or 5%, and $1.0 million, or 1%, respectively. Revenue increased $42.6 million, or 7%, for the year ended December 31, 2023 compared to the prior year.
Our revenue growth was driven primarily by growth in CTV and mobile. Revenue from CTV, mobile, and desktop increased by $28.7 million, or 9%, $16.1 million, or 7%, and $1.0 million, or 1%, respectively. Revenue increased $48.5 million, or 8%, for the year ended December 31, 2024 compared to the prior year.
Refer to discussion in section "Comparison of the Years Ended December 31, 2024, 2023, and 2022." Liquidity and Capital Resources Liquidity At December 31, 2024, we had cash and cash equivalents of $483.2 million, of which $54.4 million was held in foreign currency denominated cash accounts, and an aggregate gross principal amount of $568.2 million of indebtedness outstanding under our 2024 Term Loan B Facility (as defined below) and our Convertible Senior Notes (as defined below).
Liquidity and Capital Resources Liquidity At December 31, 2025, we had cash and cash equivalents of $553.4 million, of which $74.5 million was held in foreign currency denominated cash and cash equivalents accounts, and an aggregate gross principal amount of $565.5 million of indebtedness outstanding under our 2024 Term Loan B Facility (as defined below) and our Convertible Senior Notes (as defined below).
In 2023, these costs primarily included $3.4 million of severance related expenses, $2.2 million of facilities related loss contracts, and $1.4 million of exit costs, all due to restructuring activities as a result of consolidating our legacy CTV and SpotX CTV platforms following the SpotX acquisition.
For the year ended December 31, 2023, we incurred $7.5 million of merger, acquisition, and restructuring costs consisting of $3.4 million of severance related expenses, $2.2 million of facilities related loss contracts, and $1.4 million of exit costs all due to restructuring activities as a result of consolidating our legacy CTV and SpotX CTV platforms following the SpotX, Inc. acquisition in 2021.
The following table presents Contribution ex-TAC by channel for the years ended December 31, 2024, 2023, and 2022: 50 Table of Contents Contribution ex-TAC Year Ended Change % December 31, 2024 December 31, 2023 December 31, 2022 2024 vs 2023 2023 vs 2022 (in thousands) Channel: CTV $ 260,159 $ 218,494 $ 214,803 19 % 2 % Mobile 242,018 226,826 188,116 7 % 21 % Desktop 104,765 103,827 111,696 1 % (7) % Total $ 606,942 $ 549,147 $ 514,615 11 % 7 % Contribution ex-TAC increased $57.8 million, or 11%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
The following table presents Contribution ex-TAC by channel for the years ended December 31, 2025, 2024, and 2023: 51 Table of Contents Contribution ex-TAC Year Ended Change % December 31, 2025 December 31, 2024 December 31, 2023 2025 vs 2024 2024 vs 2023 (in thousands) Channel: CTV $ 304,192 $ 260,159 $ 218,494 17 % 19 % Mobile 258,963 242,018 226,826 7 % 7 % Desktop 106,478 104,765 103,827 2 % 1 % Total $ 669,633 $ 606,942 $ 549,147 10 % 11 % Contribution ex-TAC increased $62.7 million, or 10%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Any worsening of macroeconomic conditions in future periods would likely have a negative effect on our financial results, the magnitude of which is difficult to predict. In addition, continued inflation could result in an increase in our cost base relative to our revenue. Refer to Item 1A. "Risk Factors" for additional information related to risks associated with macroeconomic challenges.
Any worsening of macroeconomic conditions in future periods would likely have a negative effect on our financial results, the magnitude of which is difficult to predict. In addition, inflation and tariffs could result in an increase in our cost 45 Table of Contents base relative to our revenue and increased cost associated with our infrastructure investments.
Our cash and cash equivalents balance is affected by our results of operations, the timing of capital expenditures, and by changes in our working capital, particularly changes in accounts receivable and accounts payable.
An inability to raise additional capital could adversely affect our ability to achieve our business objectives. Our cash and cash equivalents balance is affected by our results of operations, the timing of capital expenditures, and by changes in our working capital, particularly changes in accounts receivable and accounts payable.
For 2025, we expect Contribution ex-TAC will increase compared to the prior year period, and we expect CTV will be our biggest growth driver in 2025.
Contribution ex-TAC increased $57.8 million, or 11%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. For 2026, we expect Contribution ex-TAC will increase compared to the prior year period, and we expect CTV will be our biggest growth driver in 2026.
Cash outflows from financing activities for the year ended December 31, 2022 included $15.7 million for payments related to share repurchases, $14.5 million for taxes paid related to net share settlement of stock-based awards, and $3.6 million for repayment of our 2021 Term Loan B Facility.
Cash outflows from financing activities for the year ended December 31, 2025 primarily included $92.6 million of payments to certain 2024 Term Loan B Facility lenders related to our Amendment No. 2 repricing activity, $46.3 million of payments related to share repurchases, and $32.9 million for taxes paid related to net share settlement of stock-based awards.
Other (Income) Expense, Net Year Ended December 31, 2024 December 31, 2023 December 31, 2022 (in thousands) Interest expense, net $ 27,032 $ 32,369 $ 29,260 Foreign exchange (gain) loss, net (5,083) 1,953 (1,129) (Gain) loss on extinguishment of debt 7,706 (26,480) — Other income (5,052) (5,304) (5,318) Total other expense, net $ 24,603 $ 2,538 $ 22,813 Interest expense, net decreased by $5.3 million during the year ended December 31, 2024 compared to the prior year.
Other (Income) Expense, Net Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (in thousands) Interest expense, net $ 18,923 $ 27,032 $ 32,369 Foreign exchange (gain) loss, net 6,972 (5,083) 1,953 (Gain) loss on extinguishment of debt 2,152 7,706 (26,480) Other income (1,073) (5,052) (5,304) Total other expense, net $ 26,974 $ 24,603 $ 2,538 Interest expense, net decreased by $8.1 million during the year ended December 31, 2025 compared to the prior year primarily due to a decrease in interest expense as a result of the refinancing and repricing of our term loan facilities.
As such, we expect our desktop business to continue to decline as an overall percentage of our revenue in future periods; however, we expect that it will continue to represent a significant percentage of our revenue in the near term. Therefore, the mix of our desktop business will continue to have a negative effect on our overall growth rate.
We expect our desktop and mobile web business to continue to decline as an overall percentage of our revenue in future periods; however, we expect that contributions from these channels will continue to represent a significant percentage of our revenue in the near term.
The following table presents a reconciliation of net income (loss), the most comparable GAAP measure, to Adjusted EBITDA for the years ended December 31, 2024, 2023, and 2022: Year Ended December 31, 2024 December 31, 2023 December 31, 2022 (in thousands) Net income (loss) $ 22,786 $ (159,184) $ (130,323) Add back (deduct): Depreciation and amortization expense, excluding amortization of acquired intangible assets 28,376 38,330 31,658 Amortization of acquired intangibles 30,134 202,490 184,394 Stock-based compensation expense 76,519 72,617 64,118 Merger, acquisition, and restructuring costs, excluding stock-based compensation expense — 7,322 5,464 Non-operational real estate and other expense, net 1,579 310 622 Interest expense, net 27,032 32,369 29,260 Foreign exchange (gain) loss, net (5,083) 1,953 (1,129) (Gain) loss on extinguishment of debt 7,706 (26,480) — Other debt refinancing expense 4,103 — — Provision (benefit) for income taxes 3,698 1,637 (5,274) Adjusted EBITDA $ 196,850 $ 171,364 $ 178,790 Adjusted EBITDA increased by $25.5 million during the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to increases in revenue, described above, which were partially offset by increases in expenses to support this revenue growth.
The following table presents a reconciliation of net income (loss), the most comparable GAAP measure, to Adjusted EBITDA for the years ended December 31, 2025, 2024, and 2023: Year Ended December 31, 2025 December 31, 2024 December 31, 2023 (in thousands) Net income (loss) $ 144,613 $ 22,786 $ (159,184) Add back (deduct): Stock-based compensation expense 76,648 76,519 72,617 Depreciation and amortization expense, excluding amortization of acquired intangible assets 38,528 28,376 38,330 Amortization of acquired intangibles 15,146 30,134 202,490 Merger, acquisition, and restructuring costs, excluding stock-based compensation expense 162 — 7,322 Interest expense, net 18,923 27,032 32,369 Provision (benefit) for income taxes (73,986) 3,698 1,637 Foreign exchange (gain) loss, net 6,972 (5,083) 1,953 (Gain) loss on extinguishment of debt 2,152 7,706 (26,480) Other debt refinancing expense 967 4,103 — Litigation expense (1) 1,116 — — Non-operational real estate and other expense, net 890 1,579 310 Adjusted EBITDA $ 232,131 $ 196,850 $ 171,364 (1) Litigation expense includes professional and legal expenses related to the Google Action and defense costs relating to class action privacy litigation, net of insurance recoveries.
Payments associated with our Convertible Senior Notes, 2024 Term Loan B, and 2024 Revolving Credit Facility are based on contractual terms and intended timing of repayments of long-term debt and associated interest and required fees. Other non-cancelable obligations above consist of agreements in the normal course of business that are in excess of one year as of December 31, 2024.
Payments associated with our Convertible Senior Notes, 2024 Term Loan B, and 2024 Revolving Credit Facility are based on contractual terms and intended timing of repayments of current and long-term debt and associated interest and required fees.
During the year ended December 31, 2022, we used net cash of $20.8 million to acquire Carbon. 54 Table of Contents Financing Activities Our financing activities consisted of our debt refinancing and repricing activities, Convertible Senior Notes transactions, repayment of amounts borrowed under our 2024 Term Loan B Facility and our 2021 Term Loan B Facility, and transactions related to our share repurchases and equity plans.
We anticipate cash flows used in our investing activities will decrease in 2026 compared to 2025. 55 Table of Contents Financing Activities Our financing activities primarily consisted of our debt refinancing and repricing activities, Convertible Senior Notes transactions, repayment of amounts borrowed under our 2024 Term Loan B Facility and our 2021 Term Loan B Facility, and transactions related to our share repurchases and equity plans.
We expect our revenue and Contribution ex-TAC from each of these channels to grow at a slower rate compared to CTV, with mobile expected to grow at a higher rate than desktop.
We expect our revenue and Contribution ex-TAC from each of these channels to grow at a slower rate compared to CTV, with mobile expected to grow at a higher rate than desktop. In particular, we believe growth rates for open web display will be lower across both mobile and desktop, consistent with the overall decline in search referral traffic.

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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 changeDollar, principally the Australian Dollar, British Pound, Canadian Dollar, 58 Table of Contents Euro, Japanese Yen, and New Zealand Dollar. Foreign exchange rate volatility is influenced by many factors that we cannot forecast with reliable accuracy. In the event our non-U.S.
Biggest changeDollar, principally the Australian Dollar, British Pound, Euro, Japanese Yen, and New Zealand Dollar. Foreign exchange rate volatility is influenced by many factors that we cannot forecast with reliable accuracy. In the event our non-U.S.
The fair value of the 2024 Term Loan B Facility may fluctuate when the underlying base interest rate fluctuates below the floor or when the rate of return demanded by our loan investors changes relative to when the loans were issued. As of December 31, 2024, the Company had no outstanding borrowings under the 2024 Revolving Credit Facility.
The fair value of the 2024 Term Loan B Facility may fluctuate when the underlying base interest rate fluctuates below the floor or when the rate of return demanded by our loan investors changes relative to when the loans were issued. As of December 31, 2025, the Company had no outstanding borrowings under the 2024 Revolving Credit Facility.
This risk of cost inflation is distinct from the risk that inflation throughout the broader economy could lead to reduced ad spend and indirectly harm our business, financial condition, and results of operations. For a discussion of the indirect results of inflation on our business, see "Macroeconomic Developments." 59 Table of Contents
This risk of cost inflation is distinct from the risk that inflation throughout the broader economy could lead to reduced ad spend and indirectly harm our business, financial condition, and results of operations. For a discussion of the indirect results of inflation on our business, see "Macroeconomic Developments." 60 Table of Contents
As such, the type, cost, and terms of any new debt potentially raised in the future may differ from that of our existing debt agreements. Foreign Currency Exchange Risk As a U.S. based company that does business around the globe, we have foreign currency risks related to our revenue and expenses denominated in currencies other than the U.S.
As such, the type, cost, and terms of any new debt potentially raised in the future may differ from that of our existing debt agreements. 59 Table of Contents Foreign Currency Exchange Risk As a U.S. based company that does business around the globe, we have foreign currency risks related to our revenue and expenses denominated in currencies other than the U.S.
The effect of an immediate 10% adverse change in foreign exchange rates on foreign currency-denominated monetary assets and liabilities at December 31, 2024 and December 31, 2023, including intercompany balances, would result in a foreign currency loss of approximately $10.8 million and $9.5 million, respectively.
The effect of an immediate 10% adverse change in foreign exchange rates on foreign currency-denominated monetary assets and liabilities at December 31, 2025 and December 31, 2024, including intercompany balances, would result in a foreign currency loss of approximately $7.7 million and $10.8 million, respectively.

Other MGNI 10-K year-over-year comparisons