mntn-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-42664

MNTN, Inc.

(Exact name of registrant as specified in its charter)


Delaware						26-4741839
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

823 Congress Avenue #1827

Austin, TX 78768

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (310) 895-2110

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

MNTN

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of April 30, 2026, the registrant had 61,013,456 shares of Class A common stock outstanding and 12,910,630 shares of Class B common stock outstanding.

Table of Contents


			Page No.

Cautionary Note Regarding Forward-Looking Statements and Summary Risk Factors			3
Certain Definitions			4

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)			5
Condensed Consolidated Balance Sheets			5
Condensed Consolidated Statements of Operations			6
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)			7
Condensed Consolidated Statements of Cash Flows			8
Notes to the Condensed Consolidated Financial Statements			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3. Quantitative and Qualitative Disclosures About Market Risk			30
Item 4. Controls and Procedures			30

PART II – OTHER INFORMATION
Item 1. Legal Proceedings			32
Item 1A. Risk Factors			32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			68
Item 3. Defaults Upon Senior Securities			68
Item 4. Mine Safety Disclosures			68
Item 5. Other Information			68
Item 6. Exhibits			68
Signatures			69

Table of Contents

Cautionary Note Regarding Forward-Looking Statements and Summary Risk Factors

This Quarterly Report on Form 10-Q (which we refer to as this “Form 10-Q”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical fact contained in this Form 10-Q should be considered forward-looking statements, including, but not limited to, statements regarding our future results of operations and financial position, assumptions, prospects, business strategy, and plans and objectives of management for future operations, including among others, statements regarding product and technology development, future capital expenditures and other investments and debt service obligations, industry and market trends, competitive pressures, consumer preferences, and general macroeconomic trends are forward-looking statements. Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words.

Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. These forward-looking statements speak only as of the date of this Form 10-Q and are subject to a number of known and unknown risks, uncertainties and assumptions, including but not limited to the following principal risks and uncertainties:

•our dependence on the growth and expansion of CTV and performance marketing using CTV, including if the adoption of CTV by customers develops more slowly than we expect, as well as the reduced growth and expansion of our PTV platform;

•our dependence on a limited number of large customers and our ability to attract new customers, expand existing customer usage of our platform or achieve our customers’ ROAS and other specific campaign goals;

•our dependence on demand for advertising, including factors that affect the level of demand and resulting amount of spend on general and digital advertising, such as economic downturns, geopolitical conflicts, supply chain shortages, interest rate volatility, labor shortages, actual or perceived instability in the banking industry and inflation and any health epidemics or other contagious outbreaks;

•our results of operations may fluctuate significantly and may not meet our expectations or those of securities analysts and investors;

•seasonal fluctuations in the demand for digital advertising and our solutions;

•our short operating history in PTV;

•inability to manage our growth effectively, and maintain the quality of our platform as we expand;

•failure of our sales and marketing efforts to yield the results we seek;

•our product development and innovation may be inefficient or ineffective;

•our customers' material reduction of the use of our platform;

•errors, defects, or unintended performance problems with our platform;

•changes or developments in the laws, regulations and industry requirements related to data privacy, data protection, information security and consumer protection, and failure to comply with such laws, regulations and industry requirements;

•inability to collect, use, and disclose data, including the use of pixels or other similar technologies;

•the use of digital advertising is rejected by consumers, through opt-in, opt-out, or ad-blocking technologies or other means that limit the effectiveness of our platform;

•inability to increase the scale and efficiency of our technology infrastructure to support our growth and transaction volumes;

•incurrence of cyberattacks or privacy or data breaches resulting in platform outages or disruptions;

•failure to detect or prevent fraud on our platform, or malware intrusion into the systems or devices of our customers and their audiences;

•the intensely competitive market that we operate in;

•inability to maintain our corporate culture as we grow or as we adapt to an entirely remote work environment, including if we fail to attract, retain, and motivate key personnel;

•inability to identify and integrate future acquisitions and new technologies;

•our reliance on technological intermediaries to purchase ad inventory on behalf of customers;

•our use of and development of artificial intelligence technologies;

•the impact of any health epidemics, contagious outbreaks, the ongoing conflicts in Ukraine, the Middle East and tensions between China and Taiwan, and changes in the macroeconomic conditions on global markets, including inflation and interest rate volatility, the advertising industry and our results of operations, and the response by governments and other third parties;

•unfavorable or otherwise costly outcomes of lawsuits and claims that arise from the extensive laws and regulations to which we are subject;

•risks related to taxation matters;

•risks related to the ownership of our Class A common stock; and

▪other important factors discussed in Item 1A. “Risk Factors” and Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), filed with the U.S. Securities and Exchange Commission (“SEC”).

We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Moreover, we operate in an evolving environment. New risks and uncertainties may emerge from time to time, and it is not possible for management to predict all risks and uncertainties that may cause our actual results to differ materially from those projected in our forward-looking statements. These forward-looking statements speak only as of the date of this Form 10-Q.

You should read this Form 10-Q and the documents that we reference in this Form 10-Q completely and with the understanding that our actual future results of operations, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by reference to these cautionary statements.

Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Therefore, you should not rely on these forward-looking statements as of any date subsequent to the date of this Form 10-Q.

Table of Contents

Certain Definitions

As used in this Form 10-Q, unless otherwise noted or the context otherwise requires, references to:

•“AI Technologies” refers to generative and predictive artificial intelligence and machine learning technologies;

•“AVOD” refers to ad-supported video on demand, a streaming video service that allows users to have access to certain on-demand programs with advertising content;

•“campaign” refers to one or more advertisements that a customer runs on our platform that has a specific budget and goal, as well as creative and audience targeting attributes;

•“CRM data” refers to information regarding our customers’ interactions and relationships with consumers that is typically contained in our customer’s relationship management software system;

•“CTV” refers to the method of delivering television content on-demand, using an internet connection as opposed to broadcast delivery of television content via cable or over-the-air;

•“consumer” refers to individuals or entities that purchase goods or services from our customers;

•“customer” refers to any marketer that uses our solutions and platform, either directly or through a third-party agency;

•“marketers” refers to any person or business that advertises or promotes a product or service;

•“Maximum Effort Marketing” refers to Maximum Effort Marketing, LLC;

•“performance marketing,” also known as direct response marketing, refers to a results-oriented strategy where marketers pay only for specific actions, such as sales leads or app installs, through paid search and social;

•“PTV” refers to a form of performance marketing where CTV is used to drive ROAS (as defined below) or other outcomes for marketers;

•“PTV Customers” refers to the aggregate number of unique customers that used our PTV platform as part of their CTV campaigns in the twelve-month period preceding the date indicated;

•“QuickFrame” refers to QuickFrame Inc., which we acquired in 2021 to enable our creative offerings in a highly scalable fashion and to provide us with a global marketplace of thousands of independent creators (such acquisition, the “QuickFrame Acquisition”);

•“ROAS” refers to return on ad spend, which is a marketing metric that divides revenue from campaign by such campaign’s cost;

•“SMBs” refers to small- and mid-sized businesses; and

•“we,” “us,” “our,” the “Company” and “MNTN” refer to MNTN, Inc., together with its consolidated subsidiaries as a combined entity.

Non-GAAP Measures

Our condensed consolidated financial statements included in this Form 10-Q have been prepared in a manner that complies with generally accepted accounting principles in the United States (“GAAP”) and the regulations published by the SEC. However, we use Adjusted EBITDA in various places in this Form 10-Q. This non-GAAP financial measure is presented as supplemental disclosure and should not be considered in isolation from, or as a substitute for, the financial information prepared in accordance with GAAP, and should be read in conjunction with the condensed consolidated financial statements included elsewhere in this Form 10-Q. Adjusted EBITDA may differ from similarly titled measures presented by other companies. See the section titled “Key Performance Indicator and Non-GAAP Financial Measures” within Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a description of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated in accordance with GAAP.

Website Disclosure

Investors and others should note that MNTN announces material financial and operational information to its investors using press releases, SEC filings and public conference calls and webcasts, as well as its investor relations site at ir.mountain.com. MNTN may also use its website as a distribution channel of material information about the Company. In addition, you may automatically receive email alerts and other information about MNTN when you enroll your email address by visiting the “Investor Email Alerts” option under the Resources tab on ir.mountain.com.

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

MNTN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share amounts)

(Unaudited)


	As of
	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	213,899	$	210,160
Accounts receivable, net of allowance for expected credit losses of $2,010 and $1,593 at March 31, 2026 and December 31, 2025	56,316		61,837
Prepaid expenses and other current assets	13,233		14,476
Total current assets	283,448		286,473
Internal use software, net	19,391		17,804

Intangible assets, net	12,064		12,722
Goodwill	51,903		51,903
Deferred tax assets	8,311		9,400

Total assets	$	375,117	$	378,302
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses	$	44,321	$	59,543
Accrued payroll and related liabilities	3,517		3,352


Other current liabilities	4,298		5,626
Total current liabilities	52,136		68,521


Other liabilities, non-current	4,354		4,045
Total liabilities	56,490		72,566
Commitments and contingencies (Note 8)
Stockholders' equity:
Class A common stock, $0.0001 par value: 400,000,000 shares authorized, 61,008,792 and 55,825,847 shares issued and outstanding at March 31, 2026 and December 31, 2025; Class B common stock, $0.0001 par value: 100,000,000 shares authorized, 12,910,630 and 18,037,345 shares issued and outstanding at March 31, 2026 and December 31, 2025	7		7
Additional paid-in capital	581,174		577,043
Treasury stock	(10,025)		(10,025)
Notes receivable from employees	(183)		(181)
Accumulated deficit	(252,346)		(261,108)
Total stockholders' equity	318,627		305,736
Total liabilities and stockholders' equity	$	375,117	$	378,302

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

MNTN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Revenue	$	73,673	$	64,512
Cost of revenues	13,653		19,835
Gross profit	60,020		44,677
Operating expenses:
Technology and development	14,611		9,608
Sales and marketing	23,697		21,664
General and administrative	11,476		20,471
Amortization of acquired intangibles	658		658
Total operating expenses	50,442		52,401
Operating income (loss)	9,578		(7,724)
Other income (expense):
Interest income (expense), net	1,877		(1,155)
Other income (expense), net	162		(16,541)
Total other income (expense)	2,039		(17,696)
Income (loss) before income tax provision	11,617		(25,420)
Income tax provision	2,855		(4,309)
Net income (loss)	$	8,762	$	(21,111)

Earnings (loss) per share:
Basic	$	0.12	$	(1.41)
Diluted	$	0.11	$	(1.41)
Weighted average shares outstanding:
Basic	73,889,327		15,024,100
Diluted	78,899,481		15,024,100

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

MNTN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share amounts)

(Unaudited)


	Redeemable Convertible Preferred Stock			Common Stock(1)			Additional Paid-In Capital		Treasury Stock		Notes Receivable from Employees		Accumulated Deficit		Total Stockholders' Equity (Deficit)
	Shares	Amount		Shares	Amount
Balance at December 31, 2024	41,994,022	$	168,888	14,247,476	$	1	$	147,255	$	—	$	(173)	$	(254,682)	$	(107,599)
Issuance of common stock upon exercise of options	—	—		299,640	—		744		—		—		—		744
Stock-based compensation	—	—		—	—		14,060		—		—		—		14,060
Release of shares due to loan forgiveness	—	—		1,894,054	1		—		—		—		—		1
Interest accrued on notes receivable from employees	—	—		—	—		—		—		(2)		—		(2)
Net loss	—	—		—	—		—		—		—		(21,111)		(21,111)
Balance at March 31, 2025	41,994,022	$	168,888	16,441,170	$	2	$	162,059	$	—	$	(175)	$	(275,793)	$	(113,907)

















Balance at December 31, 2025	—	$	—	73,863,192	$	7	$	577,043	$	(10,025)	$	(181)	$	(261,108)	$	305,736
Issuance of common stock upon exercise of options	—	—		54,324	—		71		—		—		—		71
Issuance of common stock upon vesting of restricted stock units, net of taxes withheld	—	—		1,906	—		(5)		—		—		—		(5)
Stock-based compensation	—	—		—	—		4,065		—		—		—		4,065

Interest accrued on notes receivable from employees	—	—		—	—		—		—		(2)		—		(2)
Net income	—	—		—	—		—		—				8,762		8,762
Balance at March 31, 2026	—	$	—	73,919,422	$	7	$	581,174	$	(10,025)	$	(183)	$	(252,346)	$	318,627

(1) Amounts combine the Company's common stock, Class A common stock, and Class B common stock. See Note 9, Capitalization, for discussion of the establishment of the Company's two classes of common stock and the reclassification of its common stock into Class A common stock in connection with the Company's initial public offering in May 2025.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

MNTN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income (loss)	$	8,762	$	(21,111)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation	3,860		14,060
Change in value of embedded derivative	—		16,574
Change in value of warrant liabilities	—		(39)
Change in value of contingent liabilities	(166)		—

Amortization expense	2,713		2,144

Accretion of warrant discount on convertible debt	—		949
Interest accrued on convertible debt and short-term note payable	—		697
Provision for bad debts	539		661
Release of indemnification related to QuickFrame Holdback	—		(579)
Provision for deferred income taxes	1,089		—
Interest income from notes receivable	(54)		(2)
Change in operating assets and liabilities:
Accounts receivable	4,982		(779)
Prepaid expenses and other assets	1,296		(8,381)
Accounts payable and accrued expenses	(15,222)		2,440
Accrued payroll and related liabilities	165		186
Other liabilities	(853)		(4,851)
Net cash provided by operating activities	7,111		1,969
Cash flows from investing activities:


Capitalized internal use software costs	(3,438)		(3,013)
Net cash used in investing activities	(3,438)		(3,013)
Cash flows from financing activities:





Proceeds from exercises of stock options	71		744
Employee taxes paid under stock-based compensation plans	(5)		—

Net cash provided by financing activities	66		744
Net increase (decrease) in cash and cash equivalents	3,739		(300)
Cash and cash equivalents, beginning of period	210,160		82,562
Cash and cash equivalents, end of period	$	213,899	$	82,262

Supplemental cash flow information:

Cash paid for income taxes	164		30







Stock-based compensation included in capitalized internal use software costs	205		—

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

MNTN, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Basis of Presentation

MNTN, Inc. (the “Company”) is a performance TV software company focused on providing performance advertising services through a unified online advertising platform that includes segmentation tools, intelligent campaign planning, advance audience targeting, prospecting, creative ad builder, and data analytics reporting. The Company, which was formed in 2009 as a Delaware corporation, is headquartered in Austin, Texas. On May 23, 2025, the Company closed its initial public offering ("IPO"), in which 8,400,000 shares of Class A common stock were issued and sold by the Company at $16.00 per share.

On August 25, 2021, the Company completed the acquisition of Maximum Effort Marketing, LLC (“Maximum Effort Marketing”), a creative marketing agency primarily focused on the production of television ads. On December 30, 2021, the Company completed the acquisition of QuickFrame, Inc. (“QuickFrame”), a marketplace platform that uses a video-as-a-service solution to make video creation fast and affordable. On April 1, 2025 the Company divested its ownership in Maximum Effort Marketing and transferred its interest in Maximum Effort Marketing to an affiliate of its original owner (the “Maximum Effort Marketing Transaction”). As part of the divestiture, Maximum Effort Marketing has continued to provide creative services to the Company under a new arrangement.

Unaudited Condensed Consolidated Financial Statements

The accompanying condensed consolidated financial statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial statements and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included for the year ended December 31, 2025, which can be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC (the “2025 Annual Report”).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

On an ongoing basis, management evaluates its estimates, including those related to the recognition and disclosure of contingent liabilities, the amounts in the provision for expected credit losses, assumptions used in the Black-Scholes model to determine the fair value of stock options and employee stock plan purchases, determination of useful lives of internal use software, valuation of intangible assets and goodwill, and valuation of and the realization of tax assets and estimates of tax liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the result of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The Company may engage third party valuation specialists to assist with estimates related to the valuation of its intangible assets and goodwill and contingent liabilities. Such estimates often require the selection of appropriate valuation methodologies and models, and significant judgment in evaluating ranges of assumptions and financial inputs. By their nature, estimates are subject to an inherent degree of uncertainty and actual results could differ from those estimates.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has not opted out of the extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates

Table of Contents

Recently Adopted Accounting Standards

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for u

SEC Form 10-Q filed by MNTN Inc.