Good afternoon and welcome. Thank you for joining us to discuss Fluence First Quarter 2026 earnings results. With me today are Fluence Chief Executive Officer, Don Patrick, Chief Financial Officer, Ryan Perfit, and Chief Strategy Officer, Ryan Shulke. Our call today will begin with comments from Don Patrick and Ryan Perfit, followed by a question and answer session. I would like to remind you that this call is being webcast live and recorded. Additionally, there is a slide presentation that accompanies today's remarks, which can be accessed via the webcast and is also available on Fluent's website. A replay of the event will also be made available following the call on Fluent's website. To access the webcast and slide presentation, please visit the Investors Relations page at www.fluentcall.com. Before we begin, I would like to advise listeners that certain information discussed by management during the conference call will contain forward-looking statements covered under the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements made during this call only speaks as of the date hereof. Actual results could differ materially from those stated or implied by such forward-looking statements, due to risk and uncertainties associated with the company's business. These statements may be identified by words such as expects, plans, projects, could, will, estimates, and other words of similar meaning. The company undertakes no obligation to update the information provided on this call. For a discussion of the risk and uncertainties associated with Fluent's business, we encourage you to review the company's filings with the Securities and Exchange Commission, including the company's most recent annual report on Form 10-K and quarterly reports on Form 10-Q. During the call, management would also present certain non-GAAP financial information relating to media margins, adjusted EBITDA, and adjusted net income. Management evaluates the financial performance of the company's business on a variety of indicators, including these non-GAAP metrics. The definitions of these metrics and reconciliations to the most directly comparable GAAP financial measures are provided in the earnings press release issued earlier today. With that, I am pleased to introduce Fluent's CEO, John Patrick. Good afternoon, and thank you all for joining our

call today. I'm here with Ryan Schulke, our Chief Strategy Officer and Company Co-Founder, and Ryan Perfit, our Chief Financial Officer. We entered 2026 with a clear strategy, strong momentum, and a commitment to deliver. Our strategy is to aggressively invest in a high growth, high margin commerce media industry, leveraging the competitive advantages of our owned and operated marketplaces as our foundation. We've built a leading, highly differentiated fluent brand with a clear and compelling purpose, delivering superior, measurable performance

outcomes for our commerce partners and advertisers. We are establishing a leadership position in our

industry, and we are just getting started. Q1 is proof that our strategy is winning. Let me take you through the quarter. Commerce Media is the lead story of this company and where we will deliver shareholder value. And Q1 gave us another powerful and strategic validating chapter. The consumer and our partners are verifying the influence commerce media Solutions is redefining the industry performance standard. That is the foundation we can and will build upon. Commerce Media Solutions delivered revenue of $25.9 million, 104% growth year over year. Gross profit grew 78%. Commerce Media now represents 58% of our total consolidated revenue, up from 23% just four quarters ago. This is especially encouraging given that the first quarter is seasonally our slowest of the year. The first quarter marks our ninth consecutive quarter of strong double to triple digit commerce media revenue growth in a market defined by an incumbent with a decade head start. Not an easy place to establish your equity, yet we are doing just that. The consistency of that track record is what gives us confidence and what should give you confidence that this is not just momentum, it is the trajectory. Think about that for a moment. In four quarters, commerce media went from less than a quarter of our business to more than half. That is not incremental progress. This represents strategic transformation. moreover this is just the ground floor our strategic plan is revealing business adjacencies that our partners are leaning into because we are solving for unmet consumer needs that sit at the top of their boardroom agendas that is the road to long-term strategic partnerships during the quarter we entered into partnerships with Wyndham Hotels and Squire a barbership booking platform two new verticals that validate the breadth of demand for what we are building. The platform is working, the partners are growing, the numbers prove it, and now we own a differentiated leadership position in the commerce media space. On a consolidated basis, our Q1 2026 results were as follows. Revenue of $44.9 million, that is down 19% versus Q1 2025, but that figure includes $10.9 million from Call Solutions in 2025, which we divested in January. Excluding the impact of the divestiture, revenue is down 3% year-over-year. Importantly, Commerce Media Solutions continued its strong revenue momentum in the first quarter with 104% increase year over year, representing 58% of total consolidated revenue compared to 23% in the first quarter of 2025. Gross profit of $10 million, a decrease of 12% compared to Q1 2025 and representing 22 percent of revenue our commerce media gross profit grew 78 percent year over year and the growth engine of this company is performing gross profit on our aggregate continuing businesses declined seven percent year over year adjusted evita of negative $3.6 million compared to a negative $3.1 million in Q1 2025. Our cost discipline is holding, excluding a $2.4 million benefit from the divestiture, operating expenses are down over $1.4 million year over year. Slide four helps to visualize the growth of Commerce Media Solutions revenue over the last two years. As you can see in the graphs on this slide, Commerce Media revenue in the first quarter of 2024, one year after its launch, accounted for just 10% of our total revenue during that period. Fast forward to the first quarter of 2025, and Commerce Media Solutions' contribution to total consolidated revenue increased to 23%, representing an increase of over 100% in Commerce Media Solutions' revenue when compared to Q1-24. In the fourth quarter of 2025, Commerce Media Solutions broke the 50% threshold as the primary driver of total consolidated revenue in the quarter. And as of the first quarter of 2026, Commerce Media Solutions revenue accounted for 58% of the total consolidated revenue. Our Commerce Media growth has been encouraging, to put it simply, and we expect this trend to continue as we scale. I'd like to take a moment to reiterate the market opportunity that we're seeing for commerce media and why this offering is at the core of our business and growth strategy. The U.S. commerce media market is expected to reach $100 billion by 2027 and is expected to grow at a compound annual growth rate of 21% from 2023 to 2027. Our commerce media solutions business demonstrated triple-digit growth in the first quarter and is currently operating an annual revenue run rate of $110 million, positioning us well to capture new opportunities and market share as the commerce media market continues to expand. At the core of our commerce media platform is our post-transaction solution, and Q1 demonstrated we are entering a new phase of maturity and scale. post-transaction is structurally one of the most valuable moments in a consumer journey the consumer has just completed a purchase they are engaged their credit card is out and they are receptive to relevant offers that moment is premium real estate for advertisers and fluent through our post-transaction platform has built meaningful scale at that moment across a growing network of commerce partners. What makes our post-transaction solution increasingly powerful is the network effect at its core. More commerce partners means more consumer touch points. More touch points means more value for advertisers. More advertiser demand means stronger yields and performance for commerce partners. That flywheel is turning and each quarter it turns faster, earning fluent real market credibility. Q1 commerce media performance is the financial proof that our post-transaction platform is scaling correctly. Revenue more than doubled, gross profit grew 78%, the trajectory into Q2, Q3, and Q4, and the second half is our strongest seasonal period, gives us strong confidence in the full-year outlook we have planned. As our post-transaction platform continues to scale, we are making targeted investments outside of traditional retail and in the commerce media adjacencies that deepen our value to the partners who know us best, as well as those potential partners that are seeking a differentiated outcome. During the first quarter, we welcome Wyndham and Squire as new commerce partners, two well-recognized brands that chose Fluent because of our proven performance and the quality of our platform. These partnerships are in line with our broader strategy to expand beyond traditional retail platforms, and we look forward to penetrating new verticals to expand our addressable market. As demand for commerce media offerings grow, our commerce partners are asking us for more. and we are responding we are currently developing and piloting adjacent opportunities that extend our commerce media platform beyond the post-transaction moment and into new stages of the consumer journey these are demand-driven extensions validated by our existing partner relationships not speculative bets our pipeline is strong and we look forward to updating you on the new opportunities and partnership wins in future quarters. Before I turn the call over to our CFO, Ryan Perfit, I want to provide an update on our owned and operated business. Our owned and operated marketplace business has faced persistent headwinds, an uneven competitive landscape, and inconsistent industry compliance standards that, after three years, we are treating as a structural reality rather than a temporary condition. We are not managing to those headwinds, we are managing through them what i want to focus on is how we're responding strategically we made a deliberate decision to reposition our owned and operated marketplace as the core enabler of our commerce media platform the first party consumer data intent signals and audience relationships that flow through our owned and operated properties are the exact assets that differentiate fluent commerce media offering in the market That infrastructure takes years to build, and it is proprietary. We have it, and we are putting it to work. Our owned and operated marketplace is operating under two mandates. First, it is a disciplined gross profit contributor. We are managing it to margin. Second, it is a live test and learn engine that feeds consumer intelligence directly into commerce media, improving targeting, attribution, and yield across the platform. Bottom line, owned and operated is directly contributing to our aggressive commerce media growth. We are consciously redeployed owned and operated demand to commerce media. The growth we are driving in commerce media is not just expected to offset owned and operated pressure, is expected to more than replace it at better margins and with stronger long-term durability. With that, I'll turn the call over to Ryan Perfit to take a deeper dive into our financial results in Q1.

Thank you, Don, and thanks to everyone for joining us today. I'll now provide a deeper review of our first quarter results. Total consolidated revenue was $44.9 million in the first quarter of 2026, compared with $55.2 million in the prior year period. The year-over-year decline primarily reflects the January 2026 divestiture of our call solutions business. As Don noted, revenue from our aggregate continuing businesses declined approximately 3% year-over-year, as commerce media solutions growth largely offset the expected contraction in our owned and operated business. As Don also noted, Commerce Media Solutions represented 58% of total consolidated revenue in the quarter compared with 23% in the first quarter of 2025 and above 50% for the second consecutive quarter. Commerce Media Solutions revenue of $25.9 million represents 104% growth compared with the first quarter of 2025. Revenue from our owned and operated business continued to decline in the quarter, which was in line with our expectations as we continued to prioritize commerce media. In the first quarter, owned and operated revenue decreased 49% to $15.7 million, compared to $31.1 million in the first quarter of 2025. Media margin in the first quarter was $14 million, representing 31% of total consolidated revenue, compared with $13.7 million, or 25% of revenue, in the prior year period. Commerce Media Solutions' media margin in the first quarter of 2026 was $7.7 million, or 30% of Commerce Media Solutions' revenue, compared with $3.1 million, or 25% of revenue, in the first quarter of 2025. Commerce Media Solutions' gross profit was $5 million in the first quarter of 2026, an increase of 78% compared to the first quarter of 2025 and representing 19% of revenue. As we said last quarter, we expect our gross margin on commerce media solutions to return to the mid-20s over the course of 2026 as our newer partnerships and placements move beyond early-term incentive periods. Total operating expense in the first quarter of 2026 totaled $12.3 million, compared with $16.1 million in the first quarter of 2025. The reduction in operating expenses benefited from a $2.4 million non-cash gain on the sale of call solutions and a reduction of other operating expenses of $1.4 million, reflecting our continued cost discipline. Interest expense in the first quarter decreased 31% to $605,000 from approximately $880,000 in Q1 2025, reflecting a lower daily average outstanding loan balance on the new facility with Bayview. We reported a net loss of $5.4 million in the first quarter of 2026, compared with a net loss of $8.3 million in the prior year period. Adjusted net loss, a non-GAAP measure, was $5.9 million or a loss of $0.19 per share, compared with an adjusted net loss of $6.7 million or a loss of $0.31 per share in the first quarter of 2025. The acquisition-related line in our non-GAAP reconciliation reflects the $2.4 million non-cash gain on the Call Solutions divestiture, which is excluded from adjusted net loss and adjusted EBITDA, another non-GAAP measure, as a non-recurring item. We recognized adjusted EBITDA loss of approximately $3.6 million in the quarter, compared with a loss of $3.1 million in the first quarter of 2025. As we stated on our fourth quarter call, we believe that we are well positioned to deliver double-digit consolidated revenue growth on aggregate continuing businesses and improved full-year adjusted EBITDA in 2026, supported by the continued growth of our Commerce Media Solutions business. Shifting now to our balance sheet and cash flow, we had $10.3 million in cash and cash equivalents at March 31st, 2026, compared with $12.9 million at December 31st, 2025. Accounts receivable declined from $46.7 million at the year end to $31.8 million at March 31st, reflecting normal Q1 seasonal collections and the divestiture of call solutions. AR Collections drove positive operating cash flow of 5.1 million in Q1 of 2026, compared with 2.1 million in Q1 of 2025, a $3 million improvement year over year. That operating cash flow funded a net $6.3 million paydown on our revolving facility, driving a reduction in net debt from 30.8 million at year end to 23.5 million as of March 31st, 2026. To recap, our first quarter results were in line with expectations and continue to reflect the ongoing transformation of our business mix. Commerce media solutions grew 104 percent year over year and represented 58 percent of total consolidated revenue, up from 23 percent in the first quarter of 2025. Although Q1 is our seasonally softest quarter, operating cash flow was positive and the continued growth of commerce media solutions coupled with OPEX discipline will and drive adjusted EBITDA improvement as the year progresses. With that, I'll turn it back over to

Don. Our view on 2026 has not changed. First quarter demonstrated strong execution against our plan, and it gives us confidence in what the rest of the year will deliver. We enter Q2 with commerce media at 58% of revenue and growing, and we see Q2 revenue similar to Q1 with improving margins. This will represent Fluent's returning to year-over-year revenue growth from aggregate continuing businesses in the quarter. And the strongest seasonal quarters of the year are ahead of us in the second half with an adjacent solution pipeline that is responding to real partner demand. For full year 2026, we expect double-digit year-over-year consolidated revenue growth on our aggregate continuing businesses, driven by commerce media acceleration in the second half. We expect expanding gross margins as our highest margin business becomes an increasingly dominant share of the mix. And we expect an improvement in adjusted EBITDA as that revenue growth and margin expansion flow through the P&L. Q1 is our seasonally softest quarter. The story of 2026 is written in Q2, Q3, and Q4. We are confident in what those quarters will show. Q1 delivered what we said it would. Commerce media grew 104%. Revenue was nearly flat X call solutions. Cost discipline continued. We are planning conservatively around strategic repositioning of our owned and operated marketplaces. while we focus our resources against our strategy and growth. Nine consecutive quarters of strong double- to triple-digit, year-over-year commerce media growth, 58% of consolidated revenue and climbing, a post-transaction platform that is earning more partner trust every single quarter, adjacent solutions being pulled by market demand, and the strongest part of the year is still ahead. The strategy is right. The platform is built. The numbers are beginning to show what this company is becoming. We are energized by what lies ahead and we look forward to demonstrating it quarter by quarter. With that, we can now open the call for questions.

Thank you. And at this time, we will conduct the question and answer session and as a reminder, to ask a question, you will need to press star 1-1 on your telephone and wait for your name to be announced. To withdraw your question, please press star 1-1 again. One moment for our first question. It comes from Mariette Rips with Canaccord. Please proceed.

Great. Good afternoon, and thanks for taking my questions. I just wanted to ask about some of the pricing dynamics within your commerce media segment. I think you mentioned sort of extending price incentives to some of the newer clients. Can you maybe just talk about if those sort of incentives have been stabilizing as clients sort of mature on the platform, and is that one of the key variables for the segment to return to the mid-20s sort of gross margins, or what are some other puts and takes for you to return to that level of gross margin?

Thanks, Maria. Thanks for the question. So we did talk about that in the last earnings release, and the answer is yes, we did put incentives in place early on as we were scaling the commerce media business and started. Once we built up our brand, we stopped using those as part of our sales initiative. So they have stopped in terms of how we win business, but we are seeing them roll off, and we'll see them roll off throughout 2026. 2026 so what you're seeing as part of the margin is really three things some of some of these incentives that are left you're also seeing some of the investments that we're making in those adjacent commerce media solutions that haven't scaled yet and and obviously are at lower margin while we get to scale and some of the very small amount are some of the new partners that are are coming on that have come on later in the quarter that we hadn't yet brought to the projected yield yet. So those are the three pieces that are in play. But you're absolutely right. We used those incentives when we started launching in 2023, and they are not part of our sales strategy

or portfolio. Got it. That's very helpful. And then secondly, you mentioned several newer verticals in addition to retail, can you maybe talk about sort of the timeline of scaling those verticals? I know you mentioned that you added new clients across two different verticals here. I guess, is that largely a function of expanding your media partners, or there are maybe other factors there? It just would be great to hear sort of your thoughts on how you see sort of that developing over the next couple of quarters.

Yes, great. Thanks, Leo. So, as you know, retail has been our primary focus, and that is where we obviously spent most of our investment in terms of sales and marketing and winning those great partners. And you can see the proof points and how we've been able to scale that business. We've gotten into ticketing. We're in early stage of grocery. And with the Wyndham, that is our entry into travel, and Squire, obviously, into more of a marketing marketplace platform. So we're excited specifically about Windham and Squire, not only because they get stuff into new verticals, but which is strategic and obviously proves that our platform can get outside of retail and start to scale. But equally important, these partners already were in post-transaction and they chose Fluent. So that was very much a performance story is at them coming over to us. So our strategy on the sales side is very similar on retail. We land a premier partner like Wyndham, we prove out and demonstrate that we can provide superior results that exist in the market, and then we leverage that into broader wins across that category. So you'll see us as we expand into 2026, you'll start to see the wins coming specifically around those other two verticals that we're in. you'll also see groceries starting to pick up also. That will also diversify a little bit of the seasonality that we have. We'll still, for the next couple of years, be heavily seasonal towards the second half, but as we expand on another vertical, some of that seasonality will go away.

Great, that's very helpful. Thank you, Don.

Thanks, Bernadette. Thank you so much, and our next question comes from Patrick Saul with Barrington Research. Please proceed. Hi, thanks for taking the question.

Just on some of the comments that you made around expanding the number of partners and helping that kind of contributing to a flywheel on expanding, I guess, the roster of advertisers. Could you maybe talk about the additional scale you need and maybe the categories of advertisers that are maybe not spending as much as you think would warrant for the type

inventory that you deliver yeah yeah thanks for the question you know heavily in the retail is obviously you know cashback streaming services things that we've talked about before you know credit card offers etc as we start to expand in these other verticals some of them are very much like retail and they play into the retail bucket travel is not which is one obviously we're very excited about you're going to start to see different verticals based on that audience and also we'll have additional placements with wind them outside of the transaction you'll also see us in other areas of their of their commerce platform so that will also bring in diversification across that in on the on the Squire side you know what's exciting about that is that is you know a very much of a very specific age and and demographic audience, which will open up a number of different verticals that we are just really sort of testing and learning right now. So we've been, as you know, our advertiser base is diversified across. There's no one specific advertiser that has a high concentration that we have to report against. But we do, from a retail perspective, heavily into cashback offers and into streaming that we'll start to diversify.

Okay. And then, I guess, just on the turnaround in the commerce media margins back into the mid-20s, I guess, are you kind of seeing that shift in strategy away from the promotional margin kind of affecting the, I guess, client acquisition? or I guess maybe just the general, maybe any comments on the general competitive environment for customer acquisition?

Yeah, it's a great question, Pat. So specifically, and I think this is what we're most excited about, and you see a little bit on our investor presentation, we have proven our ability to drive superior results for our partners and advertisers compared to the competition. right so companies that have partners that have left our competitors that have come to us we've been able to do head-to-head test and we've been able to prove not only do we do we provide superior revenue to the come to the media partners working it but will drive better quality audiences to those advertisers and better return on ad spend which in turn brings them back to buy more onto the platform so now that we've proven that out you know this week as you guys know we started in 2023 we have great results around around in case studies around proving that and that's how we lead we lead specifically we're we're looking we can drive the best results across the industry um and if you're looking for a commerce partner that can drive results and also help manage other places across your your your commerce site and also drive the help you drive the strategy we are the right partner for you if you're looking for more of a tech play or a fast play with it with a fast type play then obviously there were other competitors that are out there that are better in terms of how we position ourselves regarding the competitive environment and this is where I think the adjacent solutions play significantly you know our partners are asking us to get and it's a demand driven helping them get into other pieces uh and other other adjacent sites um and you know the more we can get there the stickier we are and it becomes a much you know more strategic relationship and that is why we keep talking about those adjacent solutions and the importance to that so we have you know we have a very big competitor that is very aggressive we have smaller competitors that sort of compete on price we feel great about our brand and how we compete on results and can win when we when we're on our playing field and we're with someone who matches up to our to our solutions and our

capabilities okay uh thank you okay thank you so much and as a reminder if you do have a question simply press star one one to get in the queue our next question is from eric martinuzzi with

lake street capital markets please proceed yeah congrats on that terrific triple digit growth rate on cms that 104 was ahead of where i was modeling things the wanted to ask a couple of questions um partners in particular to the extent you can talk about it the the windham implementation just wondering if you're any lessons learned uh sort of hot takes from your diving into travel slash hospitality in helping that partner ramp up Eric welcome to say to have you

yourself thanks for the question you know this is where I'm going to go back to our own and operated strategy and why it's such an advantage so we have that owned and operated and business I think your answer Eric would be there'd be a learning curve to understand that audience understand how they behave understand how we build a meaningful relationship and be able to provide the right you know the right to offer at the right time that having that owned and operated business and having 15 years of understanding how to curate audiences you know we were we assumed that Wyndham would take a little bit of a time to scale from a results perspective and actually it launched right out of the blocks very strong so it is a different audience it does react differently than a retail but that's where the owned and operated comes to use competitive advantage to it I'm going to stay under the top for a second because it's so relevant if we start to work with a partner like Wyndham and say we want to start to create that thing we want to start to do different offers it takes time so it takes time for approval takes time to get the offer and it takes time to get the results back on our own and operated we can test within hours and we can have results in days and we can use those results to inform how we how we um move our commerce media um strategies but that that has been a huge competitive advantage as we get into vertical

okay and then you know penetrating a vertical a lot of times people in the industry in the same vertical know each other what's the dynamic as far as you know maybe using one account as a reference to penetrate another account is that sort of hey these people don't talk to each other or is there a potential opportunity no it

is spot-on there that is our best sales strategy is to have our current partners talk to our prospects and partners and and that is absolutely why we like our land and expand we make sure we get the results we make sure that partner is um is is incredibly satisfied and then we use them and they're actually sometimes they're willing to talk so yes they all talk to each other um you know cmo market retail media network heads of that they you know they can move around and they do move around and it is a very tight knit group in terms

Okay, and then you talked about some of the, as far as the artificial, not artificial, but the pressure on the current CMS gross margins. You talked about some incentives, haven't run their course yet, some subscale adjacent solutions, and then some new partners later in the core. I was wondering, you know, the rebuy was somebody that you signed up in 2025, 25 and and they're more of a kind of a reseller type margin i was wondering if that also is a

factor in the the pressure on cms gross margin yeah you know it's you're absolutely right eric we do because of the partnership and strategic partnership we do have a lower margin with um with uh the rebu with what we're doing rebuy but um it hasn't been it's not a major factor that we're very happy with that partnership it continues to grow um and we and we think there's a lot of opportunities and and uh and uh road forward to continue to to grow that relationship and revenue and uh and and both are both strategic positions but that is not a big factor on the margin the major factor in that margin was the fact that these instead of growing off and uh and the new adjacent solutions that we are we are getting and we have a specific number of adjacent solutions that are in that are out there working with our partners um where you know they're lower margin as we as we scale up the business similar the way post-transaction was when we launched in

got it thanks for taking my questions thank you thank you so much and as i see you know for the

questions in the queue, I will conclude the Q&A session and conference for today. Thank you for participating and you may now disconnect.