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Stockholders' Equity
6 Months Ended
Jun. 30, 2026
Stockholders' Equity Note [Abstract]  
Stockholders' Equity Stockholders’ Equity
Common Stock
In connection with the closing of the Business Combination, the Company authorized the issuance of 700,000,000 shares of Class A common stock, par value $0.0001 per share, 20,000,000 shares of Class B common stock, par value $0.0001 per share, and 10,000,000 shares of Class C common stock, par value $0.0001 per share. Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to 50 votes. Class C common stock is non-voting.
Preferred Stock
In connection with the closing of the Business Combination, the Company authorized the issuance of 50,000,000 shares of preferred stock, par value $0.0001 per share. The Company’s board of directors is authorized, without further stockholder approval, to issue such preferred stock in one or more series, to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional or other special rights, if any, of each such series and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. There were no issued and outstanding shares of preferred stock as of June 30, 2026 or December 31, 2025.
Entry into Stock Purchase Agreements
On May 11, 2026, the Company entered into a Stock Purchase Agreement (the “First Stock Purchase Agreement”) with Allen Family Digital, LLC (the “Investor”), an affiliate of Byron Allen’s family office, pursuant to which the Company agreed to issue and sell to the Investor 40,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share, at a purchase price of $3.00 per share of Class A common stock, for aggregate consideration of $120.0 million (the “Transaction”). The aggregate consideration was comprised of (i) $20.0 million in cash paid to the Company at closing of the Transaction, which occurred on May 26, 2026 (the “Closing”), and (ii) a five-year secured promissory note in the principal amount of $100.0 million (the “Promissory Note”) issued at Closing, which matures in 2031 and accrues interest at an annual rate of 5%. The Promissory Note is secured with a first priority security interest in 33,333,333 of the Shares.
Upon Closing, Jonah Peretti, LLC, an affiliate of Jonah Peretti, the Company’s founder and former Chief Executive Officer, converted all 1,309,354 of its shares of the Company’s Class B common stock into Class A common stock (the “Stock Conversion”). The First Stock Purchase Agreement and the Stock Conversion resulted in the Investor obtaining a controlling ownership interest in the Company (the Investor owns and controls more than 50% of the Company’s outstanding common stock), and Byron Allen became Chief Executive Officer and Chairman of the Board, effective May 26, 2026.
Additionally, in connection with the Transaction, the Company’s board of directors was expanded from four to nine members. The Investor obtained the right to appoint five members to the board of directors and one additional member following the 2026 annual meeting of the Company’s shareholders held on June 2, 2026. Accordingly, the Transaction resulted in a change in control of the Company.
The Company used the proceeds from the First Stock Purchase Agreement to partially repay existing indebtedness (refer to Note 8 herein for additional details), and the remaining proceeds for other general corporate purposes.
In connection with the First Stock Purchase Agreement, the $100.0 million consideration received in the form of the Promissory Note represents an uncollected subscription for the Company’s common stock. Because the stock was issued prior to the collection of the underlying cash proceeds, the Promissory Note is classified as a stock subscription receivable and is presented as a contra-equity account, reducing total stockholders’ equity within the condensed consolidated balance sheets.
Accrued interest is recorded within equity, and totaled $0.5 million for the three and six months ended June 30, 2026. As of June 30, 2026, stock subscription receivable totaled $100.5 million, consisting of $100.0 million of principal and $0.5 million of accrued interest.
On June 17, 2026, the Company entered into a second stock purchase agreement (the “Second Stock Purchase Agreement”) with the Investor, pursuant to which the Investor agreed to purchase an additional 4,000,000 shares of the
Company’s Class A common stock, consisting of 2,173,155 newly-issued shares and 1,826,845 treasury shares (as described below). The Investor paid a price of $1.44 per share, which represents the closing price of the Company’s Class A common stock on June 15, 2026 as reported by The Nasdaq Stock Market LLC. The shares were issued to the Investor on June 18, 2026, and the Company received aggregate proceeds of approximately $5.8 million, which were used for general corporate purposes.
Additionally, on June 17, 2026, the Company entered into a series of third stock purchase agreements (the “Third Stock Purchase Agreements”) with certain individual purchasers, who are affiliates of Byron Allen, pursuant to which the Company agreed to sell 216,999 shares of the Company’s Class A common stock in total, also at a price of $1.44 per share. The 216,999 newly-issued shares of Class A common stock were issued to the certain individual purchasers on June 18, 2026 in connection with the Third Stock Purchase Agreements, and the Company received aggregate proceeds of approximately $0.3 million, which were used for general corporate purposes.
Repurchase and Reissuance of Common Stock
On May 23, 2025, the Company entered into a share repurchase agreement with New Enterprise Associates 13, L.P., then a holder of the Company’s outstanding Class A common stock, providing for the Company to repurchase 1,826,845 shares of its Class A common stock, par value of $0.0001 per share, in a privately negotiated transaction at a purchase price of $1.82 per share, for an aggregate purchase price of approximately $3.3 million. The repurchase was approved by the Company’s board of directors, and this repurchase of common stock took place on May 23, 2025. This transaction resulted in the repurchased 1,826,845 shares of the Company’s Class A common stock being classified as treasury stock at cost within the Company’s condensed consolidated balance sheets as of December 31, 2025.
On June 18, 2026, in connection with the Second Stock Purchase Agreement described above, the Company reissued the 1,826,845 shares of treasury stock to the Investor. As a result, no shares remain classified as treasury stock within the Company’s condensed consolidated balance sheets as of June 30, 2026.
Related Party Transactions
The transactions with the Investor (including the First Stock Purchase Agreement, the Promissory Note, the Second Stock Purchase Agreement, the Third Stock Purchase Agreements, and the aforementioned reissuance of common stock, and any amendments thereto), represent related party transactions due to the Investor's controlling ownership stake and the executive roles held by Byron Allen.
Additionally, on June 11, 2026, the Company entered into an agreement with Allen Media, LLC (the “Service Provider”), an affiliate of the Investor. Pursuant to this agreement, the Service Provider agreed to provide non-exclusive advertising sales and support services in exchange for a commission on certain net revenues generated from selling the Company’s advertising inventory (excluding certain brands), subject to the Company retaining final approval over pricing, contracts, and content. There was no activity under this agreement for the three and six months ended June 30, 2026.
Stock-Based Compensation
Stock Options
A summary of the stock option activity under the Company’s equity incentive plans is presented below:
Number of
Shares
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Term
Aggregate
Intrinsic
Value
Balance as of December 31, 20256,000$2.85 7.98$— 
Granted— — — — 
Exercised— — — — 
Forfeited(54)2.78 — — 
Expired(271)3.21 — — 
Balance as of June 30, 20265,675$2.83 7.74$— 
Expected to vest at June 30, 20265,675$2.83 7.74$— 
Exercisable at June 30, 20263,825$3.14 7.68$— 
As of June 30, 2026, the total share-based compensation costs not yet recognized related to unvested stock options was $2.3 million, which is expected to be recognized over the weighted-average remaining requisite service period of 0.5 years.
Restricted Stock Units
A summary of restricted stock unit (“RSU”) activity is presented below:
SharesWeighted Average Grant-
Date Fair Value
Outstanding as of December 31, 20253,170 $1.84 
Granted615 0.81 
Vested(1,874)1.48 
Forfeited(73)2.00 
Outstanding as of June 30, 20261,838 $1.86 
As of June 30, 2026, there were approximately $3.0 million of unrecognized compensation costs related to RSUs.
Stock-Based Compensation Expense
The following table summarizes stock-based compensation expense included in the condensed consolidated statements of operations:
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Cost of revenue, excluding depreciation and amortization$328 $284 $680 $586 
Sales and marketing104 158 217 306 
General and administrative959 764 1,880 1,566 
Research and development159 120 325 245 
Total$1,550 $1,326 $3,102 $2,703 
RSUs settle into shares of common stock upon vesting. Upon the vesting of the RSUs, for certain employees, the Company net-settles the RSUs and withholds a portion of the shares to satisfy minimum statutory employee withholding
tax requirements. Total payment of the employees’ tax obligations to the tax authorities is reflected as a financing activity within the condensed consolidated statements of cash flows.
At-The-Market Offering
On March 21, 2023, the Company filed a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) under which it may, from time to time, sell securities in one or more offerings having an aggregate offering price of up to $150.0 million. The Shelf Registration Statement was declared effective as of April 5, 2023. On June 20, 2023, the Company entered into an At-The-Market Offering agreement with Craig-Hallum Capital Group LLC pursuant to which the Company was able to sell up to 3,316,503 shares of its Class A common stock. In July 2024, the Company increased the size of the offering available under the At-The-Market-Offering agreement to $150.0 million. As of June 30, 2026, the Company had sold, in the aggregate, 1,153,345 shares of its Class A common stock, at an average price of $2.52 per share, for aggregate net proceeds of $2.8 million after deducting commissions and offering expenses. The Company used the aggregate net proceeds for general corporate purposes. There were no proceeds raised related to this offering during the three and six months ended June 30, 2026, and there were $nil proceeds raised related to this offering during the three and six months ended June 30, 2025.