MNTN, Inc 8-K, filed Nov 4, 2026
MNTN, Inc. (MNTN)
8-K
2026-11-04
For: 2026-11-01
View Original
Added on
November 04, 2026
About this 8-K
MNTN, Inc filed this 8-K on November 4, 2026, reporting on events of November 1, 2026.
MNTN appointed Tony Weisman President and CEO effective November 2, 2026, succeeding Mark Douglas; third-quarter revenue rose 15% to $80.3 million, net income reached $7.7 million, and Adjusted EBITDA reached $19.9 million. AI summary
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (310 ) 895-2110
Not applicable
(Former name or former address, if changed since last report)
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
| 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)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). | |||||
| 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. | |||||
Item 2.02. Results of Operations and Financial Condition.
On November 4, 2026, MNTN, Inc. (the “Company”) issued a press release announcing financial results for the quarterly period ended September 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 1, 2026, the Company’s Board of Directors (“Board”) appointed Tony Weisman, a member of the Board, to serve as the Company’s President and Chief Executive Officer, effective as of November 2, 2026 (the “Effective Date”). Mr. Weisman succeeds Mark Douglas as President and Chief Executive Officer, who, following 30 days of paid leave, will terminate employment with the Company on December 3, 2026. In his executive capacity, Mr. Weisman will serve as the Company’s principal executive officer, effective as of the Effective Date. In addition, as of the Effective Date, Christopher Innes ceased serving as the Company’s Chief Operating Officer and principal operating officer and, following 30 days of paid leave, will terminate employment with the Company on December 1, 2026.
Biographical information for Mr. Weisman, is included under the caption “Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting” of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”), which biography is incorporated by reference herein.
The Company entered into an employment agreement with Mr. Weisman in connection with his commencement of employment. Under the employment agreement, Mr. Weisman is entitled to a base salary of $600,000 and a target bonus opportunity of $700,000. The employment agreement also provides for a sign-on bonus of $500,000 that is subject to repayment in connection with certain terminations of employment within the first year of employment. In addition, the employment agreement provides for Mr. Weisman to be granted an option to purchase 1,000,000 shares of Company Class A common stock and 400,000 restricted stock units, each of which vest over four years based on continued employment. The employment agreement provides that if Mr. Weisman’s employment with the Company is terminated by the Company without cause or if he resigns for good reason, in exchange for a release of claims, he will receive 150% of his annual base salary, a pro-rated bonus based on actual performance, 18 months of continued healthcare coverage at the Company’s expense and up to six months to exercise vested options. In the event such termination occurs within the period commencing 3 months prior to a change in control and ending one year after the change in control, then, in exchange for a release of claims Mr. Weisman is entitled to receive 150% of his annual base salary, 100% of his annual target bonus, 18 months of continued healthcare at the Company’s expense, accelerated vesting of all time-based equity awards and six months to exercise any vested options.
The foregoing description of Mr. Weisman’s employment agreement is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Mr. Weisman has also entered into the Company’s standard form of indemnification agreement for directors and officers. As of the Effective Date, Mr. Weisman is no longer eligible to receive compensation under the Company’s Non-Employee Director Compensation Program and forfeited the unvested portion of the restricted stock unit award granted to him as a non-employee director.
Each of Mr. Douglas and Mr. Innes is eligible to receive the payments and benefits to which he is entitled under his respective employment agreement with the Company, as described under the caption “Executive and Director Compensation — Executive Compensation Arrangements” in the Proxy Statement, which description is incorporated herein by reference. In addition, Mr. Innes will have up to 6 months to exercise his vested stock options. In order to receive severance benefits, each of Mr. Douglas and Mr. Innes must timely provide a release of claims against the Company.
Item 9.01. Financial Statements and Exhibits. | |||||||||||
| (d) Exhibits | |||||||||||
| Exhibit Number | Description | ||||||||||
| 10.1 | |||||||||||
| 99.1 | |||||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | |||||||||||
MNTN, INC. | |||||||||||
| Date: | November 4, 2026 | By: | /s/ Patrick A. Pohlen | ||||||||
| Patrick A. Pohlen | |||||||||||
| Chief Financial Officer | |||||||||||
Exhibit 10.1
MNTN, INC.
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”), entered into effective as of November 2, 2026 (the “Effective Date”), is between MNTN, Inc., a Delaware corporation (the “Company”), and Tony Weisman (“Executive” and, together with the Company, the “Parties”).
WHEREAS, Executive currently serves as a member of the board of directors of the Company (the “Board”).
WHEREAS, the Company desires to assure itself of additional services of Executive by engaging Executive to serve as an employee of the Company on the terms hereof commencing on the Effective Date; and
WHEREAS, Executive desires to provide services to the Company as an employee commencing on the Effective Date on the terms herein provided.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, including the respective covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:
1. Employment.
(a) General. Executive shall commence services as an employee of the Company upon the terms and conditions provided herein effective as of the Effective Date, and shall continue to serve as a member of the Board as of the Effective Date, subject to the terms of the Company’s bylaws and certificate of incorporation. While serving as President and Chief Executive Officer, the Company will nominate Executive for reelection to the Board at the end of each applicable term. For the avoidance of doubt, Executive shall cease to serve as a member of the Audit Committee and Nominating and Corporate Governance Committee of the Board effective as of the Effective Date.
(b) Position and Duties. Effective as of the Effective Date, Executive: (i) shall serve as the Company’s President and Chief Executive Officer, with responsibilities, duties, and authority usual and customary for such positions; (ii) shall report to the Board; and (iii) agrees promptly and faithfully to comply with all present and future policies, requirements, rules and regulations, and reasonable directions and requests, of the Company, including the Board, in connection with the Company’s business. At the Company’s request, Executive shall serve the Company and/or its subsidiaries and affiliates in such other capacities in addition to the foregoing as the Company shall designate, provided that such additional capacities are consistent with Executive’s positions as the Company’s President and Chief Executive Officer. In the event that Executive serves in any one or more of such additional capacities, Executive’s compensation shall not automatically be increased on account of such additional service. For the avoidance of doubt, Executive shall not receive additional compensation in connection with Executive’s service as a member of the Board.
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(c) Exclusivity. Except with the prior written approval of the Board (which the Board may grant or withhold in the Board’s sole and absolute discretion), effective as of the Effective Date, Executive shall devote Executive’s best efforts and full working time, attention, and energies to the business of the Company, except during any paid vacation or other excused absence periods. Notwithstanding the foregoing, Executive may, without violating this Section 1(c), (i) as a passive investment, own publicly traded securities in such form or manner as will not require any services by Executive in the operation of the entities in which such securities are owned; (ii) engage in charitable and civic activities (including service on up to 2 nonprofit boards of directors); or (iii) engage in other personal passive investment activities, in each case, to the extent such interests or activities do not, individually or in the aggregate, materially interfere with or otherwise prevent the performance of Executive’s duties and responsibilities hereunder. Executive may also serve as a member of the board of directors or board of advisors of up to four companies, in addition to the Company, provided (i) no more than two such companies (other than the Company) have publicly traded securities, (ii) such organizations are not competitors of the Company; (iii) Executive receives prior written approval from the Board (such approval to not be unreasonably withheld); and (iv) such activities do not individually or in the aggregate materially interfere with the performance of Executive’s duties under this Agreement, violate the Company’s standards of conduct then in effect, or raise a conflict under the Company’s conflict of interest policies. For the avoidance of doubt, the Board has approved Executive’s continued service with those organizations set forth on Exhibit A, such approval to continue until such time as the Board determines that such service materially interferes with the performance of Executive’s duties under this Agreement, violates the Company’s standards of conduct or raises a conflict under the Company’s conflict of interest policies. Notwithstanding the foregoing, the Company acknowledges that, as of the Effective Date, Executive serves on the board of directors of other organizations (in addition to the Company and those otherwise excepted above) and that the abrupt resignation from such boards of directors could present a hardship to such organizations. Executive agrees to resign from each such board of directors as soon as reasonably practicable without presenting a hardship to such organizations and, in any event, within twelve months following the Effective Date, provided, that in the event the Board determines that such service materially interferes with the performance of Executive’s duties under this Agreement, violates the Company’s standards of conduct or raises a conflict under the Company’s conflict of interest policies, then Executive hereby agrees to immediately resign such service.
(d) Open-term Employment; Changes to Terms and Conditions. The Company and Executive acknowledge that Executive’s employment is not for any specified period of time and, subject to any requirements and ramifications under Section 6 of this Agreement, can be terminated by Executive or by the Company at any time, and for any or no particular reason or cause. Executive’s job duties, title, and responsibility and reporting level, work schedule, compensation, and benefits, as well as the Company’s personnel policies and procedures, may be changed with prospective effect, with or without notice, at any time in the sole discretion of the Company (subject to any ramification such changes may have under Section 6 of this Agreement).
2. Term. The period of Executive’s employment under the terms and conditions of this Agreement shall commence on the Effective Date and shall continue until Executive’s employment with the Company is terminated pursuant to Section 5. The phrase “Term” as used in this Agreement shall refer to the entire period of employment of Executive by the Company.
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3. Compensation and Related Matters.
(a) Annual Base Salary. During the Term, Executive shall receive a base salary at the rate of $600,000 per year (as may be increased from time to time, the “Annual Base Salary”). The Annual Base Salary shall be subject to withholdings and deductions and paid to Executive in accordance with the customary payroll practices and procedures of the Company. Such Annual Base Salary shall be reviewed by the Board and/or the Compensation Committee of the Board, not less than annually.
(b) Annual Bonus. During the Term, Executive shall be eligible to receive a discretionary annual bonus based on Executive’s achievement of performance objectives established by the Board and its Compensation Committee (the “Annual Bonus”), such Annual Bonus to be targeted at $700,000 (as may be increased from time to time, the “Annual Target Bonus”). Any Annual Bonus approved by the Board or its Compensation Committee shall be paid annually, at the same time annual bonuses are paid to other executive officers of the Company who are subject to Section 16 of the Securities Exchange Act of 1934 generally, subject to Executive’s continuous employment through the applicable payment date, except as otherwise provided in this Agreement. Executive acknowledges and agrees that nothing contained herein confers upon Executive any right to the Annual Bonus in any year, and any Annual Bonus payment, including the amount thereof, will be determined by the Company in its sole discretion.
(c) Benefits. During the Term, Executive shall be entitled to participate in such employee and executive benefit plans and programs as the Company may from time to time offer to provide to its executives, subject to the terms and conditions of such plans and programs, including, but not limited to, retirement, health and welfare, fringe benefit, vacation and paid time off plans and programs. Notwithstanding the foregoing, nothing herein is intended, or shall be construed, to require the Company to institute or continue any particular plan or benefit.
(d) Signing Bonus. As an additional incentive for Executive to commence employment with the Company, on the first regularly scheduled payroll date at least five days following the Effective Date, the Company will pay Executive a one-time signing bonus in the amount of $500,000, subject to withholdings and deductions (the “Signing Bonus”).Notwithstanding the foregoing, the Signing Bonus will not be deemed to be earned to any extent on the date paid and, instead, shall be earned on first anniversary of the Effective Date.In the event that prior to the first anniversary of the Effective Date the Company terminates Executive’s employment with the Company for Cause (as defined below) or Executive resigns for any reason other than Good Reason (as defined below), then Executive agrees to repay the Company the full amount of the Signing Bonus, less any taxes withheld, within 30 days following such termination or resignation.
(e) Business Expenses. The Company shall reimburse Executive for all reasonable, documented, out-of-pocket travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s applicable expense reimbursement policies and procedures as are in effect from time to time.
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4. Equity Awards.
(a) New Hire Option Grant.On the first regularly scheduled standard grant date following the Effective Date, which shall be no later than November 30, 2026 (the “Grant Date”), the Board or its Compensation Committee shall grant Executive an option (the “Option”) to purchase 1,000,000 shares of the Class A common stock of the Company (“Common Stock”) pursuant to the Company’s 2025 Incentive Award Plan (the “Plan”).The Option shall have an exercise price per share equal to the closing trading price of a share of Common Stock on the Grant Date (or the immediately preceding trading day if the Grant Date is not a trading day).The Option shall vest and become exercisable as to 25% of the shares of Common Stock initially subject thereto on the first anniversary of the Effective Date and as to 1/48th of the shares of Common Stock initially subject thereto on each monthly anniversary of the Effective Date thereafter, in each case, subject to Executive’s continued service to the Company through the applicable vesting date, except as otherwise provided in this Agreement.The Option shall otherwise be subject to the terms and conditions of the Plan and the Company’s standard form of option agreement.
(b) New Hire Restricted Stock Unit Grant. On the Grant Date, the Board or its Compensation Committee shall grant Executive an award (“Award”) of 400,000 restricted stock units (“RSUs”) pursuant to the Plan.Each RSU shall constitute the right to be issued a share of Common Stock following vesting.The Award shall vest as to 1/16th of the initial number of RSUs underlying the Award on each quarterly anniversary of the Grant Date, subject to Executive’s continued service to the Company through the applicable vesting date, except as otherwise provided in this Agreement.The Award shall otherwise be subject to the terms and conditions of the Plan and the Company’s standard form of restricted stock unit award agreement.
(c) Board Service Equity Awards. Executive acknowledges and agrees that each award of RSUs held by Executive that was granted in connection with Executive’s service as a member of the Board that has not vested as of the Effective Date shall thereupon be forfeited for no additional consideration.
(d) Eligibility. Executive also shall be eligible for the discretionary grant of stock options, restricted stock units and other equity awards in respect of the Company following the Effective Date as may be determined by the Board or its Compensation Committee.Without limiting the foregoing, and for the avoidance of doubt, Executive shall be eligible for an annual refresh grant commencing in 2027.
5. Termination.
(a) Notice of Termination. During the Term, any termination of Executive’s employment by the Company or by Executive (other than by reason of death) shall be communicated by written notice (a “Notice of Termination”) from one Party to the other Party specifying the Date of Termination (as defined below). If the termination is by the Company for Cause (as defined below) or by Executive for Good Reason (as defined below), the Notice of Termination shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Cause or Good Reason, as applicable. The failure by the Company to set forth in the Notice of Termination all of the facts and circumstances which contribute to a showing of Cause
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(as defined below) shall not waive any right of the Company hereunder or preclude the Company from asserting such fact or circumstance in enforcing its rights hereunder. The failure by Executive to set forth in the Notice of Termination all of the facts and circumstances which contribute to a showing of Good Reason (as defined below) shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstances in enforcing his rights hereunder.
(b) Date of Termination. For purposes of this Agreement, “Date of Termination” shall mean the date of the termination of Executive’s employment with the Company specified in a Notice of Termination, which, except for a termination for Cause, shall be at least thirty (30) days following the date such Notice of Termination is provided by one Party to the other Party; provided, however, that the Company may, in its sole discretion, place Executive on a paid leave for all or part of the notice period, with continuation of Executive’s applicable Annual Base Salary and benefits and payment of any Annual Bonus that becomes due during the notice period.
6. Consequences of Termination.
(a) Payments of Accrued Obligations upon all Terminations of Employment. Upon a termination of Executive’s employment for any reason, Executive (or Executive’s estate or legal representative, as applicable) shall be entitled to receive, within thirty (30) days after Executive’s Date of Termination (or such earlier date as may be required by applicable law): (i) any portion of Executive’s Annual Base Salary earned through Executive’s Date of Termination not theretofore paid, (ii) any earned but unpaid Annual Bonus payable with respect to the year preceding the year in which the Date of Termination occurs, (iii) any expenses owed to Executive under Section 3, (iv) any accrued but unused vacation owed to Executive and (v) any amount arising from Executive’s participation in, or benefits under, any employee benefit plans, programs, or arrangements under Section 3, which amounts shall be payable in accordance with the terms and conditions of such employee benefit plans, programs, or arrangements. Except as otherwise set forth in Sections 6(b) and (c), the payments and benefits described in this Section 6(a) shall be the only payments and benefits payable in the event of Executive’s termination of employment for any reason.
(b) Severance Payments upon Covered Termination Outside a Change in Control Period. In the event Executive experiences a Covered Termination outside of a Change in Control Period (each as defined below), then in addition to the payments and benefits described in Section 6(a), the Company shall, subject to Executive’s delivery to the Company of a waiver and release of claims agreement in a form reasonably acceptable to the Company (the “Release”) that becomes effective and irrevocable in accordance with Section 10(d), and continued compliance with the terms of the Confidentiality Agreement (as defined below), provide Executive with the following:
(i) The Company shall pay to Executive an amount equal to 150% of Executive’s then-current Annual Base Salary, payable in a lump sum within sixty (60) days following the Date of Termination, or as otherwise provided in Section 10(d) hereof.
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(ii) The Company shall pay to Executive a pro-rated portion of Executive’s Annual Bonus for the Company’s fiscal year in which the Date of Termination occurs based on actual performance, determined by subtracting (A) any portion of such Annual Bonus paid on or prior to the Date of Termination from (B) the product calculated by multiplying (1) the Annual Bonus for such fiscal year determined based on actual performance by (2) a fraction, the numerator of which equals the number of days Executive was employed by the Company during such fiscal year, and the denominator of which equals 365 or 366, as applicable, payable in a lump sum on the date similar bonuses are paid to Company executives, or as otherwise provided in Section 10(d) hereof.
(iii) During the period commencing on the Date of Termination and ending on the eighteen (18) month anniversary thereof or, if earlier, (A) the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan or (B) the date that Executive and/or Executive’s covered dependents, as applicable, become no longer eligible for COBRA (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall directly pay or reimburse Executive for the full monthly premiums for coverage under the Company’s group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in cash in substantially equal monthly installments on the Company’s regular payroll dates over the COBRA Period (or remaining portion thereof).
(iv) The vested portion of each option to purchase Company Common Stock held by Executive as of the Date of Termination, including, if applicable, the vested portion of the Option, shall remain exercisable through the earliest of (A) the six month anniversary of the Date of Termination, (B) the original expiration date of the option or (C) a date determined in accordance with Article 9 of the Plan.
(c) Severance Payments upon Covered Termination During a Change in Control Period. If Executive experiences a Covered Termination during a Change in Control Period, then, in addition to the payments and benefits described in Section 6(a), the Company shall, subject to Executive’s delivery to the Company of the Release that becomes effective and irrevocable in accordance with Section 10(d) and continued compliance with the terms of the Confidentiality Agreement, provide Executive with the following:
(i) The Company shall pay to Executive an amount equal to the sum of (A) eighteen (18) months of Executive’s Annual Base Salary and (B) 100% of Executive’s Annual Target Bonus for the Company’s fiscal year in which the Date of Termination
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occurs, payable in a lump sum within sixty (60) days following the Date of Termination, or as otherwise provided in Section 10(d) hereof.
(ii) During the period commencing on the Date of Termination and ending on the eighteen (18) month anniversary thereof or, if earlier, (A) the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan or (B) the date that Executive and/or Executive’s covered dependents, as applicable, become no longer eligible for COBRA (in any case, the “CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Code and the regulations thereunder, the Company shall directly pay or reimburse Executive for the full monthly premiums for coverage under the Company’s group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in cash in substantially equal monthly installments on the Company’s regular payroll dates over the CIC COBRA Period (or remaining portion thereof).
(iii) The vesting of each equity award in respect of the Company that vests solely based on continued service and is then held by Executive, including, without limitation, awards of time-based restricted stock, restricted stock units and stock options, shall accelerate, become exercisable (if applicable) and any right of repurchase or risk of forfeiture lapse, in each case, as to 100% of the unvested shares underlying such equity award that vest based upon continued service, with any performance vesting requirements satisfied to the extent provided in the agreement evidencing the equity award.
(iv) The vested portion of each option to purchase Company Common Stock held by Executive as of the Date of Termination, including, if applicable, the vested portion of the Option, shall remain exercisable through the earliest of (A) the six month anniversary of the Date of Termination, (B) the original expiration date of the option or (C) a date determined in accordance with Article 9 of the Plan.
(d) No Other Severance. Except as otherwise approved by the Board, the provisions of this Section 6 shall supersede in their entirety any severance payment provisions in any severance plan, policy, program, or other arrangement maintained by the Company.
(e) No Requirement to Mitigate; Survival. Executive shall not be required to mitigate the amount of any payment provided for under this Agreement by seeking other employment or in any other manner. Notwithstanding anything to the contrary in this Agreement, the termination of Executive’s employment shall not impair the rights or obligations of any Party.
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(f) Definition of Cause. For purposes hereof, “Cause” shall mean (i) Executive’s theft or falsification of any employment or Company records; (ii) Executive’s malicious or reckless disclosure of the Company’s confidential or proprietary information; (iii) Executive’s commission of any immoral or illegal act or any gross or willful misconduct, where the Board reasonably determines that such act or misconduct has (A) seriously undermined the ability of the Board or management to entrust Executive with important matters or otherwise work effectively with Executive, (B) contributed to the Company’s loss of significant revenues or business opportunities, or (C) significantly and detrimentally affected the business or reputation of the Company or any of its affiliates; (iv) the intentional, willful or knowing failure or refusal by Executive to follow the reasonable and lawful directives of the Board, provided such failure or refusal continues after Executive’s receipt of notice in writing of such failure or refusal within ninety (90) days of a majority of the Board’s knowledge of the relevant event and Executive fails to correct the problem within thirty (30) days of receipt of such notice (the “Executive Cure Period”), and Executive’s termination is effective within thirty (30) days after the expiration of the Executive Cure Period; and/or (v) Executive’s material breach of this Agreement, the Confidentiality Agreement (as defined below) or any other material written agreement between Executive and the Company.
(g) Definition of Change in Control Period. For purposes hereof, “Change in Control Period” shall mean the period commencing three (3) months prior to a Change in Control and ending twelve (12) months after such Change in Control.
(h) Definition of Change in Control. For purposes hereof, “Change in Control” shall have the meaning assigned to such term in the Plan.
(i) Definition of Covered Termination. For purposes hereof, “Covered Termination” shall mean the termination of Executive’s employment by the Company without Cause or by Executive for Good Reason, and shall not include a termination due to Executive’s death or disability.
(j) Definition of Good Reason. For purposes hereof, “Good Reason” shall mean the occurrence of any of the following events or circumstances, without Executive’s prior written consent: (i) a reduction by fifteen (15) or greater percent by the Company of Executive’s Annual Base Salary or Annual Target Bonus (provided however, that in the event that the annual base salaries or annual target bonuses, as applicable, of all senior management are similarly reduced, such material reduction will not constitute Good Reason); (ii) a material reduction by the Company in Executive’s kind or level of employee benefits with the result that Executive’s overall benefits package is significantly reduced (provided however, that in the event the benefits of all senior management are similarly reduced, such material reduction will not constitute Good Reason); (iii) a material reduction in Executive’s title, duties, authority or responsibilities; or (iv) a requirement that Executive relocate Executive’s primary work location by at least fifty (50) miles without Executive’s written consent; provided, however, that Good Reason shall not exist unless Executive provides the Company with written notice within ninety (90) days following the initial existence of one or more of the conditions described in clauses (i) through (iv), the Company fails to cure such event or condition, if curable, within thirty (30) days (the “Company Cure Period”) following its receipt of such written notice, and Executive’s resignation is effective within thirty (30) days after expiration of the Company Cure Period. Notwithstanding the above, the mere
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occurrence of any of the following shall not be considered Good Reason: (x) a Change in Control; (y) any change in the identity of the surviving corporation in the event of a Change in Control; or (z) any change in the status of the surviving corporation after a Change in Control.
7. Assignment and Successors. The Company shall assign its rights and obligations under this Agreement to any successor to all or substantially all of the business or the assets of the Company (by merger or otherwise). This Agreement shall be binding upon and inure to the benefit of the Company, Executive, and their respective successors, assigns, personnel, and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments hereunder, which may be transferred only by will, operation of law, or as otherwise provided herein.
8. Miscellaneous Provisions.
(a) Confidentiality Agreement. As a condition to Executive’s commencement of employment with the Company, Executive shall enter into the Company’s standard form of Employee Proprietary Information and Invention Assignment Agreement (the “Confidentiality Agreement”) on or prior to the Effective Date. The Confidentiality Agreement shall survive the termination of this Agreement and Executive’s employment with the Company for the applicable period(s) set forth therein. Notwithstanding the foregoing, in the event of any conflict between the terms of the Confidentiality Agreement and the terms of this Agreement, the terms of this Agreement shall prevail.
(b) Governing Law. This Agreement shall be governed, construed, interpreted, and enforced in accordance with its express terms, and otherwise in accordance with the substantive laws of the State of Rhode Island, without giving effect to any principles of conflicts of law, whether of the State of Rhode Island or any other jurisdiction, and where applicable, the laws of the United States, that would result in the application of the laws of any other jurisdiction.
(c) Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.
(d) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures made digitally or delivered electronically shall be deemed effective for all purposes.
(e) Entire Agreement. The terms of this Agreement, collectively with the Confidentiality Agreement and the agreements evidencing the Option and the Award, are intended by the Parties to be the final expression of their agreement with respect to the employment of Executive by the Company and supersede all prior understandings and agreements, whether written or oral, regarding Executive’s employment with the Company. The Parties further intend that this Agreement, collectively with the Confidentiality Agreement and the agreement evidencing the Option, shall constitute the complete and exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other
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legal proceeding to vary the terms of this Agreement, the Confidentiality Agreement or the agreements evidencing the Option and the Award.
(f) Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing signed by Executive and a duly authorized representative of the Company. By an instrument in writing similarly executed, Executive or a duly authorized officer of the Company, as applicable, may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.
(g) Dispute Resolution. To ensure the timely and economical resolution of disputes that arise in connection with this Agreement, Executive and the Company agree that, except as excluded herein, any and all controversies, claims and disputes arising out of or relating to this Agreement, including without limitation any alleged violation of its terms or otherwise arising out of the Parties’ relationship, shall be resolved solely and exclusively by final and binding arbitration held in Washington County, Rhode Island through JAMS in conformity with Rhode Island law and the then-existing JAMS employment arbitration rules, which can be found at https://www.jamsadr.com/rules-employment-arbitration/. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq. shall govern the interpretation and enforcement of this arbitration clause. All remedies available from a court of competent jurisdiction shall be available in the arbitration; provided, however, in the event of a breach of the Confidentiality Agreement, the Company may request relief from a court of competent jurisdiction if such relief is not available or not available in a timely fashion through arbitration as determined by the Company. The arbitrator shall: (a) provide adequate discovery for the resolution of the dispute; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator may award the prevailing Party attorneys’ fees and expert fees, if any. Notwithstanding the foregoing, it is acknowledged that it will be impossible to measure in money the damages that would be suffered if the Parties fail to comply with any of the obligations imposed on them under the Confidentiality Agreement, and that in the event of any such failure, an aggrieved person will be irreparably damaged and will not have an adequate remedy at law. Any such person shall, therefore, be entitled to seek injunctive relief, including specific performance, to enforce such obligations, and if any action shall be brought in equity to enforce any of the provisions of the Confidentiality Agreement, none of the Parties shall raise the defense, without a good faith basis for raising such defense, that there is an adequate remedy at law. Executive and the Company understand that by agreement to arbitrate any claim pursuant to this Section 8(g), they will not have the right to have any claim decided by a jury or a court, but shall instead have any claim decided through arbitration. Executive and the Company waive any constitutional or other right to bring claims covered by this Agreement other than in their individual capacities. Except as may be prohibited by applicable law, the foregoing waiver includes the ability to assert claims as a plaintiff or class member in any purported class or collective action or representative proceeding. Nothing herein shall limit Executive’s ability to pursue claims for workers compensation or unemployment benefits or pursue other claims which by law cannot be subject to mandatory arbitration.
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(h) Enforcement. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid, or unenforceable provision there shall be added automatically as part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.
(i) Notices. Any notice, request or other document required or permitted to be given under this Agreement shall be in writing and shall be addressed as follows: if to Executive, to the most recent physical and email address in the books and records of the Company; and if to the Company to the attention of the Company’s Board of Directors at MNTN, Inc., 823 Congress Avenue #1827, Austin, TX 78768, legal@mntn.com. Either Party may change the address to which notice shall be sent by giving notice of such change of address to the other Party in the manner provided above.
(j) Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local, or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on an opinion of counsel if any questions as to the amount or requirement of withholding shall arise.
(k) Whistleblower Protections and Trade Secrets. Notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, nothing in this Agreement or the Confidentiality Agreement prohibits Executive from reporting possible violations of federal law or regulation to any United States governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or from exercising Executive’s rights under any other whistleblower protection provisions of state or federal law or regulation (including the right to receive an award for information provided to any such government agencies). Furthermore, in accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement: (i) Executive shall not be in breach of this Agreement or the Confidentiality Agreement, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.
(l) Clawback.The compensation payable hereunder shall be subject to (i) any Company clawback or recoupment policy required in order to comply with applicable law or the rules of any stock exchange upon which the Company’s securities are listed, including the Policy for Recovery of Erroneously Awarded Compensation adopted by the Company in connection with
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the initial public offering of the Common Stock and (ii) any other Company clawback or recoupment policy adopted by the Company.
9. Golden Parachute Excise Tax.
(a) Best Pay. Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment will be equal to the Reduced Amount (as defined below). The “Reduced Amount” will be either (A) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (B) the entire Payment, whichever amount after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’ s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (A) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A (as defined below) that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (1) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (2) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (3) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.
(b) Accounting Firm. Unless otherwise mutually agreed between the Company and Executive, the accounting firm engaged by the Company for general tax purposes as of the day prior to the Change in Control will perform the calculations set forth in Section 9(a). If the firm so engaged by the Company is serving as the accountant or auditor for the acquiring company, the Company will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company will bear all expenses with respect to the determinations by such firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder will provide its calculations, together with detailed supporting documentation, to the Company within 30 days before the consummation of a Change in Control (if requested at that time by the Company) or such other time as requested by the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before
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or after the application of the Reduced Amount, it will furnish the Company with documentation reasonably acceptable to the Company that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder will be final, binding and conclusive upon the Company and Executive.
10. Section 409A.
(a) General. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section 409A of the Code and the Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Effective Date, (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with Executive to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including, without limitation, actions intended to (i) exempt the compensation and benefits payable under this Agreement from Section 409A, and/or (ii) comply with the requirements of Section 409A; however, this Section 10(a) shall not create an obligation on the part of the Company to adopt any such amendment, policy or procedure or take any such other action, nor shall the Company (A) have any liability for failing to do so, or (B) incur or indemnify Executive for any taxes, interest or other liabilities arising under or by operation of Section 409A.
(b) Separation from Service, Installments and Reimbursements. Notwithstanding any provision to the contrary in this Agreement: (i) no amount that constitutes “deferred compensation” under Section 409A shall be payable pursuant to Section 6 unless the termination of Executive’s employment constitutes a “separation from service” within the meaning of Section 1.409A-1(h) of the Department of Treasury Regulations (“Separation from Service”); (ii) for purposes of Section 409A, Executive’s right to receive installment payments shall be treated as a right to receive a series of separate and distinct payments; and (iii) to the extent that any reimbursement of expenses or in-kind benefits constitutes “deferred compensation” under Section 409A, such reimbursement or benefit shall be provided no later than December 31st of the year following the year in which the expense was incurred. The amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year. The amount of any in-kind benefits provided in one year shall not affect the amount of in-kind benefits provided in any other year.
(c) Specified Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service with the
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Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive (or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as otherwise provided herein.
(d) Release. Notwithstanding anything to the contrary in this Agreement, to the extent that any payments due under this Agreement as a result of Executive’s termination of employment are subject to Executive’s execution and delivery of the Release, (i) if Executive fails to execute the Release on or prior to the Release Expiration Date (as defined below) or timely revokes Executive’s acceptance of the Release thereafter, Executive shall not be entitled to any payments or benefits otherwise conditioned on the Release, and (ii) in any case where Executive’s Date of Termination and the Release Expiration Date fall in two separate taxable years, any payments required to be made to Executive that are conditioned on the Release and are treated as nonqualified deferred compensation for purposes of Section 409A shall be made in the later taxable year. For purposes of this Section 10(d), “Release Expiration Date” shall mean the date that is twenty-one (21) days following the date upon which the Company timely delivers the Release to Executive, or, in the event that Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in the Age Discrimination in Employment Act of 1967), the date that is forty-five (45) days following such delivery date. To the extent that any payments of nonqualified deferred compensation (within the meaning of Section 409A) due under this Agreement as a result of Executive’s termination of employment are delayed pursuant to this Section 10(d), such amounts shall be paid in a lump sum on the first payroll date following the date that Executive executes and does not revoke the Release (and the applicable revocation period has expired) or, in the case of any payments subject to Section 10(d)(ii), on the first payroll period to occur in the subsequent taxable year, if later.
11. Employee Acknowledgement. Executive acknowledges that Executive has read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on Executive’s own judgment.
[Signature Page Follows]
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| The Parties have executed this Agreement as of the date first set forth above. | ||||||||
| MNTN, INC. | ||||||||
| By: | /s/ Joseph Kaiser | |||||||
| Name: | Joseph Kaiser | |||||||
| Title: | Lead Independent Director | |||||||
| EXECUTIVE | ||||||||
| /s/ Tony Weisman | ||||||||
| Tony Weisman | ||||||||
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EXHIBIT A
PERMITTED OUTSIDE ACTIVITIES
1. Lead Independent Director of the Board of Directors of Klaviyo, Inc.
2. Member of the Board of Directors of Ibotta, Inc.
3. Member of the Board of Directors of Mavrck LLC d.b.a. Later.
4. Member of the Board of Directors of Vacation Property Group, LLC.
Exhibit 99.1
MNTN Reports Third Quarter 2026 Results
•Third quarter revenue grew 15% year-over-year to $80.3 million
•Third quarter net income grew 19% to $7.7 million, up from $6.4 million in Q3 2025
•Adjusted EBITDA grew 24% year-over-year to $19.9 million in Q3 2026
•Tony Weisman appointed as President and Chief Executive Officer of MNTN
NEW YORK, New York – November 4, 2026 – MNTN (NYSE: MNTN), a technology platform that brings performance marketing to Connected TV, today announced its operational and financial results for the third quarter ended September 30, 2026.
Today, MNTN also announced Tony Weisman, an experienced leader and current MNTN board member, has been appointed by MNTN’s board as President and Chief Executive Officer, succeeding Mark Douglas. Mr. Weisman brings to MNTN deep marketing expertise and an advertiser’s perspective, having spent his career allocating marketing budgets and driving measurable results. As CMO of Dunkin’ U.S., he oversaw a $500 million marketing budget and expanded digital and loyalty programs during a period of record sales. Previously, he served as CEO of Digitas, the world’s largest digital marketing agency. He currently serves on the boards of Klaviyo (NYSE: KVYO), as Lead Independent Director, and Ibotta (NYSE: IBTA).
Third Quarter 2026 Financial Highlights:
(Unless otherwise noted, all comparisons are relative to the third quarter of 2025).
•Third quarter revenue grew 15% year-over-year to $80.3 million.
•Third quarter gross margin of 79%.
•Third quarter net income increased to $7.7 million, compared to net income of $6.4 million in the prior year period.
•Adjusted EBITDA increased to $19.9 million, representing 25% of revenue, compared to Adjusted EBITDA of $16.0 million, which was 23% of revenue, in Q3 2025.
•The Company ended the quarter with $252.3 million in cash and cash equivalents, and no borrowings outstanding.
Below are tables reconciling revenue growth and gross margin including and excluding the impact of the Maximum Effort divestiture on April 1, 2025. An additional table below outlines the growth in trailing twelve month active PTV customer count.
Revenue and Gross Profit by Quarter
(Dollars in millions)
| Revenue | 2025 | 2026 | ||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | 2025 | Q1 | Q2 | Q3 | |||||||||||||||||||||||||
MNTN, excluding Maximum Effort | $59.1 | $68.5 | $70.0 | $87.1 | $284.7 | $73.7 | $82.5 | $80.3 | ||||||||||||||||||||||||
YoY Growth % | 46 | % | 34 | % | 31 | % | 36 | % | 36 | % | 25 | % | 21 | % | 15 | % | ||||||||||||||||
| Maximum Effort | $5.4 | $— | $— | $— | $5.4 | $— | $— | $— | ||||||||||||||||||||||||
YoY Growth % | 65 | % | n/m | n/m | n/m | (67) | % | n/m | n/m | n/m | ||||||||||||||||||||||
MNTN Total1 | $64.5 | $68.5 | $70.0 | $87.1 | $290.1 | $73.7 | $82.5 | $80.3 | ||||||||||||||||||||||||
YoY Growth | 47 | % | 25 | % | 23 | % | 25 | % | 29 | % | 14 | % | 21 | % | 15 | % | ||||||||||||||||
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| Gross Profit | 2025 | 2026 | ||||||||||||||||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | 2025 | Q1 | Q2 | Q3 | |||||||||||||||||||||||||
MNTN, excluding Maximum Effort1 | $42.4 | $52.7 | $55.2 | $71.5 | $221.7 | $60.0 | $66.3 | $63.3 | ||||||||||||||||||||||||
Gross Margin % | 72 | % | 77 | % | 79 | % | 82 | % | 78 | % | 81 | % | 80 | % | 79 | % | ||||||||||||||||
| Maximum Effort | $2.3 | -$0.1 | $— | $— | $2.2 | $— | $— | $— | ||||||||||||||||||||||||
Gross Margin % | 43 | % | n/m | n/m | n/m | n/m | n/m | n/m | n/m | |||||||||||||||||||||||
MNTN Total1 | $44.7 | $52.6 | $55.2 | $71.5 | $223.9 | $60.0 | $66.3 | $63.3 | ||||||||||||||||||||||||
Gross Margin % | 69 | % | 77 | % | 79 | % | 82 | % | 77 | % | 81 | % | 80 | % | 79 | % | ||||||||||||||||
1The sum of the four quarters does not equal the full year amount due to rounding.
Trailing Twelve Months Active PTV Customer Count
| Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 | Q3 2026 | |||||||||||||||||||||
| Number of Active PTV Customers (TTM) | 1,990 | 2,225 | 2,647 | 3,020 | 3,316 | 3,632 | 3,874 | 4,225 | 4,373 | ||||||||||||||||||||
“I’ve spent my career understanding how and why marketers spend their money, and MNTN has excellent product market fit,” said Tony Weisman, President and CEO of MNTN. “In a category full of complexity, I love how MNTN keeps it simple: we provide one frictionless platform that allows customers to invest in the CTV channel with clarity, simplicity and measureability. What MNTN needs is operational rigor and I am here to instill a culture of accountability and flawless execution.”
Recent Highlights:
•Board Appointments: Appointed Mike Katz, former President and Chief Business and Product Officer at T-Mobile, to MNTN’s Board of Directors, bringing nearly 30 years of experience building innovative products, scaling businesses and creating a category-defining brand to support MNTN’s next phase of growth.
•Strategic Leadership Appointments: Anna Sayre named Chief Marketing Officer. Anna has been brought on to build on MNTN's strong foundation and sharpen how we tell our performance story. Anna is a data-driven marketing leader with over 20 years of global industry experience, including ten years at Ogilvy and seven years at The Trade Desk, taking a grounded and human-centric approach to brand-building and storytelling. Frank Lee named Senior Vice President of Agency Partnerships. A former Snap executive, Frank brings deep industry expertise to accelerate growth and unlock new business across the agency ecosystem. Lynn Knaak named Senior Vice President of Inside Sales. Most recently at Salesforce as VP of SMB Sales, Lynn brings over 20 years of experience engineering high-growth sales organizations.
•Active Performance TV customers grew approximately 32% year-over-year in the trailing twelve months ended September 30, 2026, as compared to the trailing twelve months ended September 30, 2025.
“Our third quarter revenue increased 15% year-over-year and was impacted by unforeseen execution problems in our go-to-market organization,” said Patrick Pohlen, CFO of MNTN. “We have updated our full year 2026 guidance to reflect how the business is expected to perform as we realign the sales organization and focus on our strategic priorities.”
Fourth Quarter 2026 Outlook:
•Revenue is expected to be between $75 million and $78 million.
•Adjusted EBITDA is expected to be between $8 million and $10 million.
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Updated Full Year 2026 Outlook:
•Revenue is expected to be between $311 million and $314 million, representing expected year-over-year growth of 10% at the midpoint excluding the impact of the Maximum Effort divestiture, and 8% year-over-year growth on a GAAP basis.
•Adjusted EBITDA is expected to be between $66 million and $68 million.
Live Webcast Details:
MNTN management will host a live webcast to discuss these results and provide a business update on Wednesday, November 4, 2026, at 4:30 p.m. Eastern Time.
Date: Wednesday, November 4, 2026
Time: 4:30 PM (ET) / 1:30 PM (PT)
Hosts: Tony Weisman, President and CEO, and Patrick Pohlen, CFO
Webcast: The live webcast, pre-registration for the event, and any related materials can be accessed from both the Quarterly Results and the Events & Presentations page of the MNTN investor relations website at https://ir.mountain.com/.
A replay of the webcast will also be accessible through the MNTN investor relations website shortly following the call and will be available for at least seven days.
About MNTN, Inc.
MNTN (NYSE: MNTN) is the Hardest Working Software in Television™, bringing unrivaled performance and simplicity to Connected TV advertising. Our self-serve technology makes running TV ads as easy as search and social and helps brands drive measurable conversions, revenue, site visits, and more. MNTN was named one of Fast Company’s Most Innovative Companies and Next Big Things in Tech and was recently featured on the cover of INC’s Best in Business Issue. For more information, please visit https://mountain.com/.
Forward-Looking Statements:
This press release 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, as amended (the “Exchange Act”). All statements other than statements of historical fact contained in this press release should be considered forward-looking statements, including, but not limited to, statements regarding our future results of operations and financial position, including our fourth quarter and full year 2026 revenues and Adjusted EBITDA outlook and expectations regarding gross margin improvement, assumptions, prospects, business strategy, and plans and objectives of management for future operations, the performance of our products and benefits to customers, potential partnerships, market opportunity and demand, and industry and market trends. 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, including, but not limited to: 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’ return on ad spend 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
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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 or 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 Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, as any such factors may be updated from time to time in our other filings with the SEC, including, without limitation, our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2026, accessible on the SEC’s website at www.sec.gov and our Investor Relations page on our website at https://ir.mountain.com.
Although we believe that our plans, intentions, expectations, strategies and prospects as reflected in or suggested by those forward-looking statements are reasonable, we can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved. The forward-looking statements in this release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Non-GAAP Financial Measures
We use certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA in this press release. EBITDA is defined as net income (loss) adjusted to exclude depreciation and amortization expense, interest income (expense), net, and income tax provision. Adjusted EBITDA is defined as EBITDA, as further adjusted to exclude stock-based compensation expense, fair value adjustments on outstanding warrants, contingent liabilities, embedded derivatives and convertible debt, acquisition costs including legal costs associated with prior acquisitions, legal and regulatory settlements and reserves, restructuring costs and loss on debt extinguishment, which are items that we believe are not indicative of our core operating performance.
Adjusted EBITDA is a supplemental measure of our performance, is not defined by or presented in accordance with GAAP and should not be considered in isolation or as an alternative to net income (loss), net income (loss) margin or any other performance measure prepared in accordance with GAAP. Adjusted EBITDA is presented because we believe it provides useful supplemental information to investors, analysts, and rating agencies regarding our operating performance and our capacity to incur and service debt and is frequently used by these parties in evaluating companies in our industry. By presenting Adjusted EBITDA we provide a basis for comparison of our business operations between periods by excluding items that we do not believe are indicative of our core operating performance. We believe that investors’ understanding of our performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing our ongoing results of operations. Additionally, management uses Adjusted EBITDA as a supplemental measure of our performance because it assists us in comparing the operating performance of our business on a consistent basis between periods, as described above.
Although we use Adjusted EBITDA as described above, Adjusted EBITDA has significant limitations as analytical tools. Some of these limitations include:
•such measure does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
•such measure does not reflect changes in, or cash requirements for, our working capital needs;
•such measure does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
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•such measure does not reflect our tax expense or the cash requirements to pay our taxes;
•although amortization is a non-cash charge, the assets being amortized will often have to be replaced in the future and such measure does not reflect any cash requirements for such replacements; and
•other companies in our industry may calculate such measure differently than we do, thereby further limiting its usefulness as comparative measures.
Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using this non-GAAP measure only supplementally. As noted in the table below, Adjusted EBITDA includes adjustments for items that we believe are not indicative of our core operating performance. It is reasonable to expect that these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period-to-period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results between periods and with the operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this paragraph and in the reconciliation table below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations. Nevertheless, because of the limitations described above, management does not view Adjusted EBITDA in isolation and also uses other measures, such as revenue, operating income and net income (loss), to measure operating performance.
Set forth below are reconciliations of the Company’s most directly comparable financial measures calculated in accordance with GAAP to these non-GAAP financial measures.
A reconciliation of the Company’s non-GAAP financial measure guidance to the most directly comparable GAAP financial measure cannot be provided without unreasonable efforts and is not provided herein because of the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation and certain other items reflected in our reconciliation of historical non-GAAP financial measures, the amounts of which could be material.
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.
Investor Relations Contact
ir@mountain.com
Media Contact
press@mountain.com
Source: MNTN, Inc.
5
MNTN, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| As of | |||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 252,322 | $ | 210,160 | |||||||
| Accounts receivable, net | 54,014 | 61,837 | |||||||||
| Prepaid expenses and other current assets | 11,859 | 14,476 | |||||||||
| Total current assets | 318,195 | 286,473 | |||||||||
| Internal use software, net | 20,078 | 17,804 | |||||||||
| Intangible assets, net | 10,749 | 12,722 | |||||||||
| Goodwill | 51,903 | 51,903 | |||||||||
| Deferred tax assets, net | 4,855 | 9,400 | |||||||||
| Total assets | $ | 405,780 | $ | 378,302 | |||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | 37,029 | $ | 59,543 | |||||||
| Accrued payroll and related liabilities | 3,529 | 3,352 | |||||||||
| Other current liabilities | 4,239 | 5,626 | |||||||||
| Total current liabilities | 44,797 | 68,521 | |||||||||
| Other liabilities, non-current | 4,580 | 4,045 | |||||||||
| Total liabilities | 49,377 | 72,566 | |||||||||
| Stockholders’ equity: | |||||||||||
| Common stock | 8 | 7 | |||||||||
| Additional paid-in capital | 604,564 | 577,043 | |||||||||
| Treasury stock | (10,025) | (10,025) | |||||||||
| Notes receivable from employees | (187) | (181) | |||||||||
| Accumulated deficit | (237,957) | (261,108) | |||||||||
| Total stockholders’ equity | 356,403 | 305,736 | |||||||||
| Total liabilities and stockholders’ equity | $ | 405,780 | $ | 378,302 | |||||||
6
MNTN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue | $ | 80,251 | $ | 70,023 | $ | 236,461 | $ | 202,995 | |||||||||||||||
| Cost of revenues | 16,997 | 14,789 | 46,891 | 50,523 | |||||||||||||||||||
| Gross profit | 63,254 | 55,234 | 189,570 | 152,472 | |||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Technology and development | 17,460 | 13,714 | 48,425 | 34,054 | |||||||||||||||||||
| Sales and marketing | 23,818 | 21,353 | 76,082 | 67,335 | |||||||||||||||||||
| General and administrative | 12,583 | 11,980 | 37,660 | 45,588 | |||||||||||||||||||
| Amortization of acquired intangibles | 658 | 657 | 1,973 | 1,973 | |||||||||||||||||||
| Total operating expenses | 54,519 | 47,704 | 164,140 | 148,950 | |||||||||||||||||||
| Operating income | 8,735 | 7,530 | 25,430 | 3,522 | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income, net | 2,643 | 1,991 | 6,566 | 1,544 | |||||||||||||||||||
| Other (expense) income, net | — | (1,139) | 158 | (46,346) | |||||||||||||||||||
| Total other income (expense) | 2,643 | 852 | 6,724 | (44,802) | |||||||||||||||||||
| Income (loss) before income tax provision | 11,378 | 8,382 | 32,154 | (41,280) | |||||||||||||||||||
| Income tax provision | 3,709 | 1,946 | 9,003 | (377) | |||||||||||||||||||
| Net income (loss) | $ | 7,669 | $ | 6,436 | $ | 23,151 | $ | (40,903) | |||||||||||||||
| Earnings (loss) per share: | |||||||||||||||||||||||
| Basic | $ | 0.10 | $ | 0.09 | $ | 0.31 | $ | (0.95) | |||||||||||||||
| Diluted | $ | 0.10 | $ | 0.08 | $ | 0.29 | $ | (0.95) | |||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||
| Basic | 74,774,900 | 73,687,528 | 74,199,937 | 43,173,757 | |||||||||||||||||||
| Diluted | 80,070,505 | 80,737,188 | 79,210,576 | 43,173,757 | |||||||||||||||||||
7
MNTN, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | 23,151 | $ | (40,903) | |||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||||||
| Stock-based compensation | 18,933 | 27,242 | |||||||||
| Change in value of embedded derivative | — | 16,574 | |||||||||
| Change in value of warrant liabilities | — | (3,986) | |||||||||
| Change in value of contingent liabilities | (166) | 2,919 | |||||||||
| Change in value of convertible debt, excluding interest | — | 4,395 | |||||||||
| Amortization expense | 9,658 | 7,282 | |||||||||
| Loss on extinguishment of convertible debt | — | 26,436 | |||||||||
| Accretion of warrant discount on convertible debt | — | 949 | |||||||||
| Interest accrued on convertible debt and short-term note payable | — | 1,092 | |||||||||
| Provision for bad debts | 1,536 | 1,226 | |||||||||
| Release of indemnification related to QuickFrame Holdback | — | (579) | |||||||||
| Interest income from notes receivable | (170) | (146) | |||||||||
| Provision for deferred income taxes | 4,544 | — | |||||||||
| Change in operating assets and liabilities: | |||||||||||
| Accounts receivable | 6,287 | 6,756 | |||||||||
| Prepaid expenses and other assets | 2,781 | (4,266) | |||||||||
| Accounts payable and accrued expenses | (22,514) | (9,242) | |||||||||
| Accrued payroll and related liabilities | 177 | (448) | |||||||||
| Other liabilities | (686) | (8,381) | |||||||||
| Net cash provided by operating activities | 43,531 | 26,920 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Issuance of short term notes receivable | — | (9,611) | |||||||||
| Capitalized internal use software costs | (9,354) | (9,202) | |||||||||
| Net cash used in investing activities | (9,354) | (18,813) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of Class A common stock in initial public offering, net of underwriting discounts and commissions | — | 125,328 | |||||||||
| Payments of initial public offering costs | — | (5,389) | |||||||||
| Payments on settlement of convertible debt | — | (24,000) | |||||||||
| Proceeds from exercises of stock options | 198 | 2,589 | |||||||||
| Proceeds from issuance of common stock under employee stock purchase plan | 1,227 | — | |||||||||
| Proceeds from repayment of partial recourse promissory note | 6,565 | — | |||||||||
| Employee taxes paid under stock-based compensation plans | (5) | — | |||||||||
| Payments to repurchase common stock | — | (10,025) | |||||||||
| Net cash provided by financing activities | 7,985 | 88,503 | |||||||||
| Net increase in cash and cash equivalents | 42,162 | 96,610 | |||||||||
| Cash and cash equivalents, beginning of period | 210,160 | 82,562 | |||||||||
| Cash and cash equivalents, end of period | $ | 252,322 | $ | 179,172 | |||||||
8
MNTN, INC.
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA
(In thousands)
(Unaudited)
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income (loss) | $ | 7,669 | $ | 6,436 | $ | 23,151 | $ | (40,903) | |||||||||||||||
| Interest income, net | (2,643) | (1,991) | (6,566) | (1,544) | |||||||||||||||||||
| Income tax provision | 3,709 | 1,946 | 9,003 | (377) | |||||||||||||||||||
| Amortization expense | 3,038 | 2,480 | 9,658 | 7,282 | |||||||||||||||||||
| EBITDA | 11,773 | 8,871 | 35,246 | (35,542) | |||||||||||||||||||
| Stock-based compensation expense | 6,306 | 5,558 | 18,933 | 27,242 | |||||||||||||||||||
| Fair value adjustments | — | 1,138 | (166) | 19,902 | |||||||||||||||||||
| Acquisition costs | 1,076 | 408 | 1,491 | 1,749 | |||||||||||||||||||
| Legal and regulatory settlements and reserves | 743 | 10 | 743 | 70 | |||||||||||||||||||
| Restructuring costs | — | — | 1,491 | — | |||||||||||||||||||
| Loss on debt extinguishment | — | — | — | 26,436 | |||||||||||||||||||
| Adjusted EBITDA | $ | 19,898 | $ | 15,985 | $ | 57,738 | $ | 39,857 | |||||||||||||||
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