(FUEL) Confirms Receipt of Unsolicited, Conditional Proposal

Advises Stockholders to Take No Action At This Time

Rocket Fuel (NASDAQ:FUEL), a leading programmatic marketing platform provider that uses artificial intelligence (AI) at Big Data scale to optimize marketing ROI for global agencies and enterprise marketers, today confirmed that it has received an unsolicited, conditional proposal from Gravity4 to acquire Rocket Fuel for $350 million in cash.

Consistent with its fiduciary duties, the Rocket Fuel Board of Directors will evaluate the proposal with the assistance of its financial and legal advisors. The Board advises stockholders to take no action at this time.

Rocket Fuel has established itself as a leader in programmatic marketing technology by using artificial intelligence to deliver superior campaign performance. Rocket Fuel is well positioned to expand its market leadership as programmatic marketing extends into every connected media channel and to the entire marketing cycle. Rocket Fuel is executing against its business imperatives to improve operating efficiency, deepen agency relationships and expand its enterprise relationships.

As announced on May 7, 2015, Rocket Fuel has delivered the following results:

• Quarterly revenues of $104.3 million for the first quarter of 2015, representing a 40% increase over the first quarter of 2014
• More than 80 new direct advertisers in Q1, resulting in 24% of revenue from direct advertisers and 76% through agencies
• Increased adoption of DMP and DSP self-service platforms by direct advertisers and the trading desks of two of the six major agency holding companies
• Q1 adjusted EBITDA results significantly better than guidance, reflecting initial results of efficiency initiatives and progress towards the goal of positive non-GAAP adjusted EBITDA for the full year

About Rocket Fuel

Rocket Fuel combines the science of Artificial Intelligence with the scale of Big Data to improve the effectiveness of programmatic marketing. Customers trust Rocket Fuel’s Marketing That Learns® to achieve brand and direct-response objectives in diverse industries across North America, Latin America, Europe, and APAC. With the acquisition of marketing technology firm [x+1] in September of 2014, Rocket Fuel now offers a complete programmatic marketing platform for the world’s most innovative, always-on marketers. The platform includes data management, programmatic media-buying, site optimization, and predictive analytics capabilities that extend across a marketer’s paid and owned channels, and personalize every customer interaction. Rocket Fuel operates in more than 20 offices worldwide and trades on the NASDAQ Global Select Market under the ticker symbol “FUEL.” For more information, please visit http://www.rocketfuel.com or call 1-888-717-8873.

Rocket Fuel, the Rocket Fuel logo, Advertising That Learns and Marketing That Learns are trademarks or registered trademarks of Rocket Fuel Inc. in the United States and other countries.

Investor Relations Contact:
The Blueshirt Group
Whitney Kukulka, 415-489-2187
ir@rocketfuel.com
or
Media Contact:
Kenya Hayes, 650-481-6178
pr@rocketfuel.com