Fluent, Inc 8-K, filed Nov 12, 2026

Fluent, Inc. (FLNT)

8-K 2026-11-12 For: 2026-11-12

Added on November 12, 2026

About this 8-K

Fluent, Inc filed this 8-K on November 12, 2026.

Fluent reported Q3 2026 revenue of $53.6 million, up 14%, with Commerce Media Solutions revenue growing 100% to $37.5 million and an annual run rate exceeding $145 million. Adjusted EBITDA was $0.0 million; net loss was $3.1 million. AI summary

Items reported

Item 2.02: Financial results
Item 9.01: Financial statements and exhibits

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Delaware	001-37893	77-0688094
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Vesey Street, 9th Floor New York, New York		10282
(Address of Principal Executive Offices)		(Zip Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0005 par value per share		FLNT		The NASDAQ Stock Market LLC

Exhibit No.		Description

99.1		Press release, dated November 12, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Fluent, Inc.

November 12, 2026	By:	/s/ Donald Patrick
	Name:	Donald Patrick
	Title:	Chief Executive Officer

	•	Q3 2026 revenue of $53.6 million up 14%; nine months 2026 revenue of $146.9 million
	•	Q3 2026 Commerce Media Solutions revenue grew 100% to $37.5 million, representing 70% of consolidated revenue compared to $18.8 million or 40% of consolidated revenue in Q3 2025
	•	Commerce Media Solutions annual revenue run rate now exceeds $145 million, with gross margin of 30%
	•	Continue to expect full-year double-digit revenue growth on aggregate continuing business and adjusted EBITDA improvement for 2026

•	Revenue of $53.6 million, an increase of 14%, compared to $47.0 million in Q3 2025 • Commerce Media Solutions revenue increased 100% to $37.5 million, compared to $18.8 million in Q3 2025 • Owned and Operated revenue decreased 33% to $13.8 million, compared to $20.7 million in Q3 2025, as the Company continued its shift in focus and revenue mix to Commerce Media Solutions • Q3 2025 revenue included $5.3 million from Call Solutions, which was sold in January 2026. Aggregate revenue from the continuing businesses increased 29% in Q3 2026 compared to Q3 2025
•	Net loss of $3.1 million, or $0.10 per basic share, compared to a net loss of $7.6 million, or $0.27 per share, for Q3 2025, a 59% reduction
•	Gross profit (exclusive of depreciation and amortization) of $15.3 million, an increase of 41% compared to Q3 2025 and representing 28% of revenue for Q3 2026 • Commerce Media Solutions reported gross profit (exclusive of depreciation and amortization) of $11.1 million, an increase of 173% over Q3 2025 and representing 30% of revenue for Q3 2026
•	Media margin of $18.9 million, an increase of 48% compared to Q3 2025 and representing 35% of revenue for Q3 2026 • Commerce Media Solutions reported media margin of $13.3 million, an increase of 189% over Q3 2025 and representing 36% of revenue for Q3 2026
•	Adjusted EBITDA of $0.0 million, compared to an adjusted EBITDA loss of $3.4 million for Q3 2025, and representing 0% of revenue
•	Adjusted net loss of $2.5 million, or $0.08 per share, compared to $6.5 million, or $0.23 per share, for Q3 2025

•	Revenue of $146.9 million, which was in line with the $146.9 million for first nine months of 2025 • Commerce Media Solutions revenue increased 98% to $94.0 million, compared to $47.5 million for first nine months of 2025 • Owned and Operated revenue decreased 37% to $45.8 million, compared to $73.2 million for first nine months of 2025, as the Company continued its shift in focus and revenue mix to Commerce Media Solutions • First nine months of 2025 revenue included $21.0 million from Call Solutions, which was sold in January 2026, and first nine months of 2026 included a $0.4 million write-down of revenue for the ACA business discontinued in the third quarter of 2024. Aggregate revenue from the continuing businesses increased 16% for first nine months of 2026 compared to first nine months of 2025
•	Net loss of $14.7 million, or $0.47 per share, compared to a net loss of $23.0 million, or $0.94 per share, for first nine months of 2025, a 36% reduction
•	Net cash provided by operating activities of $2.8 million, compared to net cash used in operating activities of $4.3 million for first nine months of 2025
•	Gross profit (exclusive of depreciation and amortization) of $39.3 million, an increase of 21% compared to first nine months of 2025 and representing 27% of revenue for first nine months of 2026 • Commerce Media Solutions reported gross profit (exclusive of depreciation and amortization) of $24.4 million, an increase of 149% over first nine months of 2025 and representing 26% of revenue for first nine months of 2026
•	Media margin of $50.4 million, an increase of 31% compared to first nine months of 2025 and representing 34% of revenue for first nine months of 2026 • Commerce Media Solutions reported media margin of $31.6 million, an increase of 188% over first nine months of 2025 and representing 34% of revenue for first nine months of 2026
•	Adjusted EBITDA loss of $5.0 million, compared to $9.2 million for first nine months of 2025, and representing 3% of revenue
•	Adjusted net loss of $12.0 million, or $0.39 per share, compared to $19.0 million, or $0.78 per share, for first nine months of 2025

•	Continue to scale and grow Commerce Media Solutions as a percentage of total consolidated revenue; maintain Commerce Media Solutions' gross margins in the high twenties
•	Enhance Commerce Media Solutions' partnership network by adding top-tier media partners and expanding beyond traditional retail channels and into new verticals including travel, lifestyle, and home services
•	Launch and scale Fluent’s new in-store commerce media offering across existing and new retail partners
•	Deliver fourth quarter revenue growth and positive adjusted EBITDA; given current visibility, the Company expects double-digit revenue growth on aggregate continuing businesses and positive adjusted EBITDA, with Commerce Media Solutions’ growth rate remaining in the high double digits but moderating from the third quarter
•	Drive full-year 2026 revenue growth and improved adjusted EBITDA; given current visibility, the Company expects double-digit revenue growth on aggregate continuing businesses and improved adjusted EBITDA, with high-double-digit revenue growth in Commerce Media Solutions
•	Extend growth into 2027; given current visibility, the Company expects double-digit consolidated revenue growth as it continues to scale Commerce Media Solutions

	•	Our reliance on an uncommitted financing agreement raises substantial doubt about our ability to continue as a going concern;
	•	Ability to operate in a competitive, rapidly changing and highly regulated industry, which makes it difficult to evaluate our business and prospects;
	•	Dependence on the gaming industry;
	•	Unfavorable publicity and negative public perception about the digital marketing industry or us;
	•	A potential sudden reduction in online marketing spend by our clients, a loss of clients or lower advertising yields;
	•	Credit and collection risk from clients and other counterparties, including the collectability and timing of payments on the note received in connection with the sale of Call Solutions, and the potential for additional credit losses;
	•	Our ability to scale Commerce Media Solutions business and maintain recent margin improvements depends on onboarding and retaining media partners, maintaining advertiser demand and achieving favorable contract economics;
	•	Our need to continue investing in technology for our Commerce Media Solutions business;
	•	Our competitive disadvantage due to our more selective approach to traffic sources;
	•	A potential decline in the supply of media available to us through third parties or an increase in the price of such media;
	•	Potential loss of competitiveness from slow mobile adoption and Customer Relationship Management dependence;
	•	Challenges scaling infrastructure and products to support growth while maintaining profitability;
	•	Global economic or political instability, including the potential impact of tariffs, inflation, interest rates, military conflicts and other geopolitical developments, including the ongoing military conflicts in the Middle East;
	•	Challenges managing the complexity of our international operations and workforce;
	•	Strategic alternatives that could complicate operations or divert management's attention;
	•	Dependence on our key personnel and ability to attract or retain employees;
	•	Dependence upon third-party service providers and potential liability related to their actions or platform malfunctions;
	•	Compliance with a significant number of governmental laws and regulations, including those regarding telemarketing, email marketing, text messaging, privacy, and data protection;
	•	The outcome of litigation, inquiries, investigations, examinations, or other legal proceedings in which we are or may become involved, or in which our clients or competitors are involved;
	•	Potential sales and use taxes and other taxes on our business;
	•	Our actual or perceived failure to safeguard any personal information or user privacy;
	•	Failure to adequately protect intellectual property rights or allegations of infringement of intellectual property rights;
	•	Potential liability or expenses for legal claims based on the nature and content of the materials we create or distribute, including those provided by third parties, as a creator and a distributor of digital media content;
	•	Our potential access to additional capital in the future may be limited or unavailable on acceptable terms;
	•	Our ability to maintain our listing on The Nasdaq Capital Market;
	•	The volatility of our stock price and impact on our investors;
	•	Potential dilutive effect of any future issuances of shares of our common stock;
	•	Lack of cash dividends for the foreseeable future; and
	•	Status of a smaller reporting company and non-accelerated filer, which involves certain reduced governance and disclosure requirements.

	September 30, 2026 (unaudited)	December 31, 2025
ASSETS:
Cash and cash equivalents	$ 11,436	$ 12,935
Accounts receivable, net of allowance for credit losses of $247 and $163, respectively	41,398	46,735
Prepaid expenses and other current assets	5,395	7,799
Total current assets	58,229	67,469
Non-current restricted cash	710	710
Property and equipment, net	231	104
Operating lease right-of-use assets	2,293	2,859
Intangible assets, net	16,956	17,276
Other non-current assets	2,950	715
Total assets	$ 81,369	$ 89,133
LIABILITIES AND SHAREHOLDERS' EQUITY:
Accounts payable	$ 9,052	$ 7,200
Accrued expenses and other current liabilities	27,284	25,163
Deferred revenue	306	721
Short-term debt, net	31,451	30,846
Current portion of operating lease liability	1,104	1,104
Total current liabilities	69,197	65,034
Convertible Notes, at fair value with related parties	4,443	3,734
Operating lease liability, net	1,366	1,985
Other non-current liabilities	785	168
Total liabilities	75,791	70,921
Contingencies
Shareholders' equity:
Preferred stock — $0.0001 par value, 10,000,000 Shares authorized; Shares outstanding — 0 shares for both periods	—	—
Common stock — $0.0005 par value, 200,000,000 Shares authorized; Shares issued — 32,465,082 and 30,404,779, respectively; and Shares outstanding — 31,696,487 and 29,636,184, respectively	56	53
Treasury stock, at cost — 768,595 and 768,595 Shares, respectively	(11,407)	(11,407)
Additional paid-in capital	469,547	467,528
Accumulated deficit	(452,618)	(437,962)
Total shareholders' equity	5,578	18,212
Total liabilities and shareholders' equity	$ 81,369	$ 89,133

	Three Months Ended September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025
Revenue	$	53,642		$	47,029		$	146,943		$	146,945
Costs and expenses:
Cost of revenue (exclusive of depreciation and amortization)		38,359			36,155			107,612			114,356
Sales and marketing		5,207			4,570			14,405			12,895
Product development		2,749			2,200			8,439			7,147
General and administrative (including $50 and $218 to a related party for the three and nine months ended September 30, 2026, respectively)		8,749			7,929			23,364			25,614
Depreciation and amortization		1,694			2,478			5,085			7,418
Loss on disposal of assets		3			—			17			—
Total costs and expenses		56,761			53,332			158,922			167,430
Loss from operations		(3,119	)		(6,303	)		(11,979	)		(20,485	)
Interest expense, net		(712	)		(711	)		(1,954	)		(2,293	)
Fair value adjustment of Convertible Notes with related parties		712			(554)			(709	)		(156)
Loss before income taxes		(3,119	)		(7,568	)		(14,642	)		(22,934	)
Income tax (expense) benefit		(6)			12			(14	)		(114	)
Net loss	$	(3,125	)	$	(7,556	)	$	(14,656	)	$	(23,048	)

Basic and diluted loss per share:
Basic	$	(0.10	)	$	(0.27	)	$	(0.47	)	$	(0.94	)
Diluted	$	(0.12	)	$	(0.27	)	$	(0.47	)	$	(0.94	)

Weighted average number of shares outstanding:
Basic		31,910,509			28,097,016			30,929,079			24,497,510
Diluted		32,803,153			28,097,016			30,929,079			24,497,510

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except percentages)	2026			2025			2026			2025
Revenue	$	53,642		$	47,029		$	146,943		$	146,945
Less: Cost of revenue (exclusive of depreciation and amortization)		38,359			36,155			107,612			114,356
Gross profit (exclusive of depreciation and amortization)	$	15,283		$	10,874		$	39,331		$	32,589
Gross profit (exclusive of depreciation and amortization) % of revenue		28	%		23	%		27	%		22	%
Non-media cost of revenue⁽¹⁾		3,598			1,923			11,199			5,882
One-time item⁽²⁾		—			—			(156	)		—
Media margin	$	18,881		$	12,797		$	50,374		$	38,471
Media margin % of revenue		35.2	%		27.2	%		34.3	%		26.2	%

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2026			2025			2026			2025
Net loss	$	(3,125	)	$	(7,556	)	$	(14,656	)	$	(23,048	)
Income tax expense (benefit)		6			(12)			14			114
Interest expense, net		712			711			1,954			2,293
Depreciation and amortization		1,694			2,478			5,085			7,418
Share-based compensation expense		875			478			3,667			1,144
Loss on disposal of assets		3			—			17			—
Fair value adjustment of Convertible Notes with related parties		(712)			554			709			156
Acquisition-related costs⁽¹⁾		504			(20)			(1,421	)		1,074
Restructuring and other severance costs		—			—			51			1,325
Certain litigation and other related costs		—			—			(250)			300
One-time item⁽²⁾		—			—			(156	)		—
Adjusted EBITDA	$	(43	)	$	(3,367	)	$	(4,986	)	$	(9,224	)

•	Media partners within Commerce Media Solutions with an active contract are assessed and assigned an annual media volume estimate based on the active term of the contract and the average monetization rate during the reporting period. The Company considers a media partner contract to be active when the contractual term commences (the "start date") until its right to serve the partner’s commerce traffic ends. Even if the contract with the customer is executed before the start date, the contract will not count toward Annual Revenue Run Rate until the media partner’s right to receive the benefit of the services has commenced.
•	As Annual Revenue Run Rate includes only contracts that are active at the end of the reporting period, it does not reflect assumptions or estimates regarding new business. For contracts expiring within 12 months of the period-end calculation date, Annual Revenue Run Rate does reflect expectations of renewal.
•	The Company’s Commerce Media Solutions platform provides the technology to effectively monetize the partner’s media by placing relevant ads at a contracted moment of consumer engagement. Although from inception to date, improvements in the platform’s AI-powered technology have consistently driven increased rates of monetization, for the purpose of Annual Revenue Run Rate, the Company assumes a consistent monetization level equal to the average monetization for each media partner during the reporting period.

	Three Months Ended September 30,							Nine Months Ended September 30,
(In thousands, except share and per share data)	2026				2025			2026			2025
Net loss	$	(3,125	)		$	(7,556	)	$	(14,656	)	$	(23,048	)
Share-based compensation expense		875				478			3,667			1,144
Loss on disposal of assets		3				—			17			—
Fair value adjustment of Convertible Notes with related parties		(712	)			554			709			156
Acquisition-related costs⁽¹⁾		504				(20	)		(1,421	)		1,074
Restructuring and other severance costs		—				—			51			1,325
Certain litigation and other related costs		—				—			(250	)		300
One-time item⁽²⁾		—				—			(156	)		—
Adjusted net loss	$	(2,455	)		$	(6,544	)	$	(12,039	)	$	(19,049	)
Adjusted net loss per share:
Basic	$	(0.08	)		$	(0.23	)	$	(0.39	)	$	(0.78	)
Diluted	$	(0.08	)		$	(0.23	)	$	(0.39	)	$	(0.78	)
Weighted average number of shares outstanding:
Basic		31,910,509				28,097,016			30,929,079			24,497,510
Diluted		31,910,509		⁽³⁾		28,097,016			30,929,079			24,497,510

⁽²⁾	Includes a one-time non-media revenue adjustment in Q2 2026 of ($156) in connection with a settlement with a media partner.
⁽³⁾	Balance excludes the 892,644 shares issuable under the if-converted method for the Convertible Notes as they would be anti-dilutive for the adjusted net loss per share, as such, basic and diluted shares are measured as equal.