# Teads Holding Co. (TEAD)

Informational only - not investment advice.

CIK: 0001454938
SIC: 7370 Services-Computer Programming, Data Processing, Etc.
SIC breadcrumb: [Services](/division/I/) > [Business Services](/major-group/73/) > [SIC 7370 Services-Computer Programming, Data Processing, Etc.](/industry/7370/)
Latest 10-K filed: 2026-03-16
SEC page: https://www.sec.gov/edgar/browse/?CIK=1454938
Filing source: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000015/tead-20251231.htm

## At a glance

FY2025 · period end 2025-12-31 · filed 2026-03-16 · accession 0001454938-26-000015 · source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001454938.json

| Metric | Value | FY | Provenance |
| --- | ---: | ---: | --- |
| Revenue | 1,300,461,000 USD | 2025 | verified |
| Net income | -517,070,000 USD | 2025 | verified |
| Assets | 1,327,974,000 USD | 2025 | verified |
| Free cash flow | 1,998,000 USD | 2025 | computed |
| Net margin | -39.76% | 2025 | computed |
| Operating margin | -30.68% | 2025 | computed |
| Revenue YoY | +46.14% | 2025 | computed |

Computed values are grepcent-computed from the verified facts above and may differ from ratios the company itself reports. Free cash flow = operating cash flow − capital expenditures. Net margin = net income ÷ revenue. Operating margin = operating income ÷ revenue. Revenue YoY = FY2025 revenue ÷ FY2024 revenue − 1 (consecutive fiscal years only).

No market price, no rating, no forecast on this site. Not investment advice.

### Peer percentile fingerprint

| Ratio | TEAD | Peer median | Percentile | N |
| --- | ---: | ---: | ---: | ---: |
| Net margin | -39.8% | 2.4% | 10 | 31 |
| Operating margin | -30.7% | 4.2% | 10 | 31 |
| Revenue growth | 46.1% | 5.5% | 94 | 32 |
| FCF margin | 0.2% | 15.0% | 20 | 31 |
| ROE | -0.3% | 4.5% | 46 | 27 |
| ROA | -38.9% | 1.6% | 3 | 32 |
| Liabilities / equity | 12.91 | 1.05 | 96 | 27 |
| Current ratio | 1.10 | 1.98 | 23 | 32 |

Percentile = share of the N covered peers reporting that ratio whose value is lower (ties counted half); computed among grepcent-covered companies in SIC industry 7370 Services-Computer Programming, Data Processing, Etc., not the whole market. A higher percentile means a higher value of the ratio, not a better company. Ratios with fewer than 8 reporting peers are omitted. Latest reported values per company; fiscal periods may differ. Descriptive arithmetic - not a score, rating, or ranking.

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 1300461000 | USD | 2025 | 2026-03-16 |
| Net income | -517070000 | USD | 2025 | 2026-03-16 |
| Assets | 1327974000 | USD | 2025 | 2026-03-16 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-16. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001454938.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue |  | 687,333,000 | 767,142,000 | 1,015,630,000 | 992,082,000 | 935,818,000 | 889,875,000 | 1,300,461,000 |
| Net income |  | -20,514,000 | 4,357,000 | 10,995,000 | -24,581,000 | 10,242,000 | -711,000 | -517,070,000 |
| Operating income |  | -14,585,000 | 10,177,000 | 34,556,000 | -13,548,000 | -8,639,000 | -12,638,000 | -399,019,000 |
| Gross profit |  | 141,785,000 | 165,062,000 | 240,260,000 | 192,653,000 | 184,798,000 | 192,102,000 | 429,052,000 |
| Diluted EPS |  | -1.34 | 0.08 | 0.20 | -0.44 | -0.06 | -0.11 | -5.69 |
| Operating cash flow |  | 16,740,000 | 52,986,000 | 56,762,000 | 3,813,000 | 13,746,000 | 68,561,000 | 7,606,000 |
| Capital expenditures |  | 2,452,000 | 1,511,000 | 9,743,000 | 13,375,000 | 10,127,000 | 7,380,000 | 5,608,000 |
| Share buybacks |  |  | 280,000 | 14,154,000 | 32,664,000 | 18,521,000 | 6,600,000 | 646,000 |
| Assets |  |  | 356,486,000 | 795,890,000 | 781,148,000 | 664,637,000 | 549,213,000 | 1,327,974,000 |
| Liabilities |  |  | 273,855,000 | 539,115,000 | 563,362,000 | 441,573,000 | 317,870,000 | 1,232,537,000 |
| Stockholders' equity | -112,527,000 | -89,662,000 | -79,813,000 | 256,775,000 | 217,786,000 | 223,064,000 | 231,343,000 | 95,437,000 |
| Cash and cash equivalents |  | 49,593,000 | 93,641,000 | 455,397,000 | 105,580,000 | 70,889,000 | 89,094,000 | 128,223,000 |
| Free cash flow |  | 14,288,000 | 51,475,000 | 47,019,000 | -9,562,000 | 3,619,000 | 61,181,000 | 1,998,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin |  | -2.98% | 0.57% | 1.08% | -2.48% | 1.09% | -0.08% | -39.76% |
| Operating margin |  | -2.12% | 1.33% | 3.40% | -1.37% | -0.92% | -1.42% | -30.68% |
| Return on equity |  |  |  | 4.28% | -11.29% | 4.59% | -0.31% |  |
| Return on assets |  |  | 1.22% | 1.38% | -3.15% | 1.54% | -0.13% | -38.94% |
| Liabilities / equity |  |  |  | 2.10 | 2.59 | 1.98 | 1.37 | 12.91 |
| Current ratio |  |  | 1.08 | 2.34 | 1.67 | 1.35 | 1.19 | 1.10 |

## As-reported value updates

No tracked differences above grepcent's stated thresholds and capped precision rule were found between the earliest XBRL-filed value and the value currently on file for the standardized annual metrics grepcent tracks.


## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-08-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001454938.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q1 | 2022-03-31 |  | -1,890,000 | -0.03 | reported discrete quarter |
| 2022-Q2 | 2022-06-30 |  | -10,318,000 | -0.18 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | -0.08 | reported discrete quarter |
| 2022-Q4 | 2022-12-31 | 257,966,000 |  |  | derived Q4 = FY annual - nine-month YTD |
| 2023-Q1 | 2023-03-31 | 231,774,000 |  | -0.11 | reported discrete quarter |
| 2023-Q2 | 2023-09-30 | 230,015,000 | 508,000 | 0.01 | reported discrete quarter |
| 2024-Q1 | 2024-06-30 | 214,148,000 | -2,199,000 | -0.04 | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 224,177,000 | 6,696,000 | 0.01 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 234,586,000 | -167,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 286,357,000 | -54,843,000 | -0.70 | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 343,096,000 | -14,313,000 | -0.15 | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 318,772,000 | -19,690,000 | -0.21 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 352,236,000 | -428,224,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 265,983,000 | -38,786,000 | -0.40 | reported discrete quarter |
| 2026-Q2 | 2026-06-30 | 284,589,000 | -42,479,000 | -0.44 | reported discrete quarter |

## Filed narrative (10-K & 10-Q)

## Business

Verbatim Item 1 Business section from TEAD's latest 10-K: [/company/TEAD/business/](/company/TEAD/business/).

## Risk Factors

Verbatim Item 1A Risk Factors from TEAD's latest 10-K: [/company/TEAD/risk-factors/](/company/TEAD/risk-factors/).

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000054/tead-20260630.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-08-07
Report date: 2026-06-30

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”) and in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026 (“2025 Form 10-K”). In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs, and expectations, and involve risks and uncertainties that could cause actual results, events, or circumstances to differ materially from those projected in the forward-looking statements. Factors that could cause or contribute to these differences include those set forth in Part I, Item 1A of our 2025 Form 10-K, which is incorporated by reference in this Report, as such factors may be revised or supplemented in subsequent filings with the SEC, as well as those discussed below and elsewhere in this Report, including under the caption “Note About Forward-Looking Statements.”

The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide information that management believes is necessary to understand our business, financial condition, and results of operations. The MD&A should be read in conjunction with our condensed consolidated financial statements and notes thereto. In addition to the condensed consolidated financial statements prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP financial measures throughout this discussion to provide investors with supplemental metrics used by our management for financial and operational decision making. These measures are supplemental and are not an alternative to our financial statements prepared in accordance with GAAP. See “Non-GAAP Reconciliations” in this Report for the definitions and limitations of these measures, and reconciliations to the most directly comparable GAAP financial measures.

Business Overview

Teads Holding Co. (together with its consolidated subsidiaries, “Teads,” the “Company,” “we,” “our,” or “us”) is a leading omnichannel advertising platform focused on driving outcomes for brand and performance advertisers across the digital ecosystem. We connect global advertisers with an expansive network of media owners across the open web, connected TV (“CTV”), and in‑app environments. The Company is headquartered in New York, New York, with additional operations throughout North America, Europe, the Middle East, and Asia.

We operate a two-sided marketplace that provides a scaled, end-to-end advertising solution by maintaining direct relationships with global advertisers, including Fortune 500 brands and agency holding companies, as well as media owners spanning premium publishers to CTV, application developers, and other existing and emerging content platforms. We generate revenue primarily from advertisers purchasing media owner inventory through our platform.

As a result of the acquisition (the “Acquisition”) of TEADS, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Legacy Teads”), the accompanying condensed consolidated financial statements include the results of Legacy Teads’ operations from the Acquisition date of February 3, 2025. Our current results therefore reflect the fully consolidated operations of the combined company, and each of the three-month periods ended June 30, 2026 and 2025 reflects a full three months of consolidated operations following the Acquisition. However, the financial information presented for the six months ended June 30, 2026 is not directly comparable to the financial information presented for the corresponding prior year period, which reflects the operations of Legacy Teads only from the Acquisition date. This overview highlights material developments in our business and should be read in conjunction with the more comprehensive business and industry discussion included in the 2025 Form 10-K.

Our platform is designed to enable advertisers to reach their audiences across the digital advertising ecosystem and drive desired outcomes from those audiences at each step of the marketing funnel. We continue to focus on providing efficient, high-impact supply chains for advertisers and sustainable advertising revenue for media owners as the digital advertising ecosystem evolves.

Recent Trends, Risks and Uncertainties

Together with the risk factors identified in our 2025 Form 10-K, we have identified the following developments that may impact our future financial performance or condition:

Post-Acquisition Strategy and Implementation

Following the Acquisition, we focused on the integration of our operations amid operational challenges inherent in returning a combined global company to growth. Building on the restructuring of our go-to-market organization in the second half of 2025,

29

we substantially completed the actions under our broader strategic restructuring plan (the “Strategic Plan”) announced in December 2025, which is intended to reduce operating costs, improve operating margins and advance the Company’s commitment to profitable growth. The Strategic Plan, which resulted from a comprehensive review of our business portfolio and operational structure, involved a reduction of our global workforce by approximately 10%. A key component of this strategy is the deliberate rationalization of our business portfolio and a focus on supply quality, including the “clean-up” of underperforming inventory. While these optimizations, alongside broader macroeconomic volatility and increased competition on the demand side, contributed to a year-over-year reduction in spend from certain customers, we believe these shifts are essential for the long-term health and transparency of our premium marketplace.

Trends in Our Business — Enterprise and Direct Response & Small Medium Enterprise (“SME”)

We are a leading omnichannel advertising platform focused on driving outcomes for brand and performance advertisers across the digital ecosystem. Our recent results highlight two different trajectories across our business: Enterprise advertisers, and Direct Response and SME advertisers. Our Enterprise business, focused largely on branding dollars, consists of global brand and agency partnerships utilizing our omnichannel supply inclusive of Connected TV and is our strategic priority. Enterprise delivered $89 million in Ex-TAC Gross Profit in the three months ended June 30, 2026. Our Direct Response and SME advertisers, focused on performance dollars, include affiliates, search and performance buyers. Direct Response and SME delivered $34 million in Ex-TAC Gross Profit in the three months ended June 30, 2026. This component of our business is experiencing headwinds primarily driven by broader industry trends, as described under “—Generative AI and Publisher Traffic Trends” below.

Generative AI and Publisher Traffic Trends

The digital advertising ecosystem continues to be impacted by structural shifts and evolving user behaviors, evidenced most prominently by declining traffic trends on the traditional publisher side of the Open Internet. These developments are significantly influenced by the integration of generative artificial intelligence (“AI”) into major search engines and web browsers, which provides direct answers and summaries that are increasingly causing users to bypass the publisher pages. Additionally, other changes in policies and practices by third parties we do not control, most recently by Google, have challenged Open Internet publishers’ ability to drive pageviews and monetize effectively, which has in turn impacted our monetization.

We have observed these combined factors contribute to an ongoing decline in page view volume for our publisher partners, thereby reducing the advertising inventory available for monetization on our platform. This decline disproportionately impacts our direct response and SME advertisers, which are most closely tied to open-web performance, and specifically our publisher feed inventory. The decline in page views has resulted in reductions in the buying patterns of direct response and SME advertisers. For our premium publisher partners, we estimate that page views declined by approximately 21% and approximately 16% for the three and six months ended June 30, 2026, respectively, compared to the corresponding prior year periods.

While this broader evolution presents challenges to traditional publisher traffic patterns, it also creates opportunities for platform innovation and engagement. Our strategy is intended to address these shifts in several respects. We launched Teads EngageOS, an AI-powered operating system for publishers that unifies editorial content and ad inventory, with the objective of optimizing total publisher revenue across a reader session — designed to protect audience engagement while delivering higher yield. In addition, we are opening additional programmatic buying channels at higher margins, including AI-native supply channels in emerging environments such as large language model interfaces, and launching a vertical video format that enables advertisers to use creative assets developed for other platforms. See “—Expansion Into New Environments, New Experiences and New Ad Formats” below.

Macroeconomic Environment

General worldwide economic conditions continue to experience instability, as well as volatility and disruption in the financial markets. These conditions result from factors including geopolitical tensions, including the effects of the Israel-Hamas conflict and the uncertainty regarding the sustainability of the related cease-fire and the conflict involving the U.S., Iran, Israel and surrounding nations, as well as other geopolitical tensions and uncertainties, global supply chain disruptions, labor market volatility, tariffs and trade wars, general economic uncertainty, inflation, fluctuations in U.S. and global interest rates, and currency exchange rate fluctuations. The global economy is also experiencing heightened uncertainty due to market reactions to changes in international trade and tariff policies, recessionary concerns, corporate bankruptcies, and the impact of actual or potential U.S. government shutdowns, which have the potential to further exacerbate inflationary pressures.

These conditions have negatively impacted our advertisers and, as a result, our business has been impacted and could be

30

adversely impacted in the future if these conditions continue or worsen, including if our advertisers were to reduce or further reduce their advertising spending. We continue to monitor our operations, and the operations of those in our ecosystem (including media partners, advertisers, and agencies), but these conditions make it difficult to accurately forecast and plan future business activities. Such volatility could cause a further reduction or delay in overall advertising demand and spending, or further affect our advertisers’ ability to pay, each of which has negatively impacted, and may continue to negatively impact, our business, financial condition, and results of operations.

For additional information regarding the potential impact of macroeconomic factors on our business, see Item 1A, “Risk Factors” in our 2025 Form 10-K.

Conditions in Israel

Many of our employees, including certain members of our management team and board of directors (“Board”), operate from our offices in Israel. Accordingly, political, economic and military conditions in Israel and the surrounding r

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A (excerpt)

Latest 10-K Item 7 source: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000015/tead-20251231.htm
Complete FY 2025 MD&A: /company/TEAD/mda/fy2025/

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high
Filing date: 2026-03-16
Report date: 2025-12-31

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our audited annual consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K (this “Report”). In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs, and expectations, and involve risks and uncertainties that could cause actual results, events, or circumstances to differ materially from those projected in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, particularly under Item 1A, “Risk Factors” and “Note About Forward-Looking Statements.”

The purpose of this Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide the readers of our financial statements with narrative information from our management, which is necessary to understand our business, financial condition, and results of operations. The MD&A should be read in conjunction with our audited consolidated financial statements and notes thereto. In addition to the audited consolidated financial statements prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP financial measures throughout this discussion to provide investors with supplemental metrics used by our management for financial and operational decision making. These measures are supplemental and are not an alternative to our financial statements prepared in accordance with U.S. GAAP. See “Non-GAAP Reconciliations” in this Report for the definitions and limitations of these measures, and reconciliations to the most comparable U.S. GAAP financial measures.

Business Overview

Acquisition of Teads

On February 3, 2025, Outbrain Inc. (“Outbrain”) completed its acquisition (the “Acquisition”) of TEADS, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Legacy Teads”). The consideration paid at the closing of the Acquisition was approximately $900 million, comprising a cash payment of $625 million, subject to certain customary adjustments, and 43.75 million shares of the Company’s common stock, $0.001 par value per share. Following the closing, Altice Teads S.A. owned approximately 46.6% of the Company’s issued and outstanding Common Stock. Effective June 6, 2025, Outbrain changed its corporate name to Teads Holding Co. (“Teads”). Effective June 10, 2025, Teads’ shares started trading on The Nasdaq Stock Market LLC under the trading symbol TEAD.

In this Annual Report on Form 10-K (this “Report”), the consolidated financial statements of the Company include the results of operations for Legacy Teads from February 3, 2025 through December 31, 2025. We are presenting the results of predecessor Outbrain’s operations as of and for the year ended December 31, 2024, which do not include the financial position or results of operations of Legacy Teads as of and for the year ended December 31, 2024.

Throughout this Report, except where otherwise stated or indicated by context, references to the “Company,” “we,” “our,” or “us” are to Teads together with its consolidated subsidiaries, references to “Outbrain” are to our predecessor Outbrain, and references to “Legacy Teads” are to TEADS prior to its acquisition by Outbrain.

General

The Company is a leading omnichannel advertising platform focused on driving outcomes for brand and performance advertisers across screens. The Company is headquartered in New York, New York with various wholly-owned subsidiaries, including in Europe, the Middle East and Asia.

The Company was initially formed as Outbrain in Delaware in 2006. Effective June 6, 2025, following the Acquisition, the Company changed its corporate name to Teads.

We operate a two-sided marketplace, which creates a scaled end-to-end advertising solution. We have direct relationships with both (i) global advertisers including Fortune 500 brands, agency holding companies, and small-to-medium sized businesses, and (ii) media owners spanning premium publishers to connected TV (“CTV”), application developers and other existing and emerging content platforms. We generate revenue from advertisers purchasing media owner inventory through our platform.

Our platform is designed to enable advertisers to not only reach their audiences across the digital advertising ecosystem — from web, to CTV, to app environments — but to drive desired outcomes from those audiences at each step of the marketing funnel. These outcomes include completed views, post-click engagement, brand uplift, sign-ups, sales, and more. Leveraging our expansive and often exclusive media inventory across platforms, we believe we provide a more connected consumer experience across the digital advertising ecosystem. Our solution is designed to directly address some of the largest challenges in the advertising industry today — including inefficient supply chains and fragmentation, the threat to publisher page views from

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Table of Contents

generative artificial intelligence (“AI”), quality and scale of inventory, and the ability to correlate advertising investment to concrete business outcomes. For advertisers and their agencies, we offer a single access point to scaled audiences across premium, curated media environments, with technology solutions that drive outcomes from branding to performance. For media owners, we provide both sustainable, year-round advertising revenue and technology solutions to more deeply engage and retain audiences.

The following is a summary of our performance for the years ended December 31, 2025 and 2024, which incorporates the results of operations for Legacy Teads from February 3, 2025 through December 31, 2025:

•Our revenue was $1,300.5 million in 2025, compared to $889.9 million in 2024. Revenue for 2025 included net favorable foreign currency effects of approximately $15.5 million, and increased $395.1 million, or 44.4%, on a constant currency basis, compared to the prior year period.

•Our gross profit was $429.1 million and our gross margin was 33.0% in 2025, compared to gross profit of $192.1 million and gross margin of 21.6% in 2024.

•Our Ex-TAC Gross Profit(1) was $529.7 million in 2025, compared to $236.1 million in 2024.

•Our net loss was $517.1 million, or (120.5)% of gross profit in 2025, compared to net income of $0.7 million, or (0.4)% of gross profit in 2024. Net loss for 2025 included non-cash impairment charges related to goodwill and intangible assets of $367.7 million, pre-tax acquisition-related costs of $28.9 million relating to the Acquisition, and restructuring charges of $15.3 million (as defined below).

•Our Adjusted EBITDA(1) was $93.4 million in 2025, compared to $37.3 million in 2024. Adjusted EBITDA(1) was 17.6% and 15.8% of Ex-TAC Gross Profit(1) in 2025 and 2024, respectively.

______________________

(1)Ex-TAC Gross Profit, Adjusted EBITDA and constant currency measures are non-GAAP financial measures. See “Non-GAAP Reconciliations” in this Report for definitions and limitations of these measures, and reconciliations to the comparable U.S. GAAP financial measures.

Recent Developments

Acquisition of Teads

On August 1, 2024, we entered into a definitive share purchase agreement (the “Share Purchase Agreement”) with Altice Teads S.A. (the “Seller” or “Altice Teads”), a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg and the sole shareholder of Legacy Teads, and Legacy Teads. Pursuant to the Share Purchase Agreement, we agreed to acquire all of the issued and outstanding share capital of Legacy Teads on the terms and conditions set forth in the Share Purchase Agreement. On February 3, 2025, the parties entered into Amendment No. 1 to the Share Purchase Agreement, which revised certain terms of the Share Purchase Agreement, including the consideration paid at the closing of the Acquisition.

On February 3, 2025, we completed the Acquisition for an aggregate closing day consideration of approximately $0.9 billion, including $625 million in cash, subject to certain customary adjustments, and 43.75 million shares of Common Stock. Following the closing, the Seller owned approximately 46.6% of the Company’s issued and outstanding shares of Common Stock (based on the amount of issued and outstanding shares of Common Stock as of December 31, 2024) and continues to own this approximate percentage as of the filing date of this Report. We believe that the Acquisition created one of the largest Open Internet advertising platforms, which is differentiated by our ability to drive outcomes for awareness, consideration, and performance objectives, across CTV, web and mobile applications.

For the year ended December 31, 2025, we recorded Acquisition and integration costs of approximately $28.9 million. See Note 2 to the accompanying audited consolidated financial statements for additional information on the Acquisition.

2025 Restructuring Plans

During the fiscal year ended December 31, 2025, the Company initiated two distinct restructuring plans to streamline operations and align its cost structure with its strategic priorities.

Acquisition Integration Plan (February 2025)

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Table of Contents

On February 3, 2025, in connection with the completion of the Acquisition, the Company announced a restructuring plan (the “Plan”), as part of its efforts to streamline operations and reduce duplication of roles. The Plan involved a reduction in workforce of approximately 15%. The actions associated with the employee restructuring under the Plan were initiated in February 2025, were implemented in large part in the second quarter of 2025 and were substantially completed in the third quarter of 2025. The Company incurred pre-tax charges totaling $9.6 million in 2025, primarily consisting of severance and other related payments.

Strategic Restructuring Plan (December 2025)

Subsequently, on December 3, 2025, the Company commenced a broader strategic restructuring plan (the “Strategic Plan”) intended to reduce operating costs, improve operating margins and advance the Company’s commitment to profitable growth. The Strategic Plan involves a reduction of the Company’s global workforce by approximately 10%.

We estimate that we will incur approximately $8.0 million to $12.0 million in charges in connection with the Strategic Plan, substantially all of which are expected to be future cash expenditures. These charges consist primarily of notice period and severance payments and employee benefits. We recognized approximately $5.7 million of these charges in the fourth quarter of 2025 and expect to incur the remainder primarily in the first half of 2026.

We expect the Strategic Plan to result in annualized savings of approximately $35.0 million to $40.0 million when fully implemented. We expect the actions associated with the Strategic Plan to be substantially complete in the first half year of 2026, subject to local law and consultation requirements.

Actual charges and the timing of the estimated savings associated with the Strategic Plan may differ materially from our assumptions due to a number of factors, including local labor law requirements and the outcome of consultation processes in Europe and other jurisdictions.

Credit Agreements

In connection with the entry into the Share Purchase Agreement on August 1, 2024, the Company entered into a debt commitment letter, dated August 1, 2024, with Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, LTD, pursuant to which

[Excerpt truncated for page length; the complete text is on the linked full-MD&A page.]

Read the full FY 2025 MD&A: /company/TEAD/mda/fy2025/
All MD&A years: /company/TEAD/mda/


## MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. Each year's full verbatim text is on its own sub-page.

- [FY 2024 MD&A](/company/TEAD/mda/fy2024/): filed 2025-03-07; accession 0001454938-25-000020 (https://www.sec.gov/Archives/edgar/data/1454938/000145493825000020/outbrain-20241231.htm)
- [FY 2023 MD&A](/company/TEAD/mda/fy2023/): filed 2024-03-08; accession 0001454938-24-000024 (https://www.sec.gov/Archives/edgar/data/1454938/000145493824000024/outbrain-20231231.htm)
- [FY 2022 MD&A](/company/TEAD/mda/fy2022/): filed 2023-03-15; accession 0001454938-23-000029 (https://www.sec.gov/Archives/edgar/data/1454938/000145493823000029/outbrain-20221231.htm)
- [FY 2021 MD&A](/company/TEAD/mda/fy2021/): filed 2022-03-18; accession 0001454938-22-000003 (https://www.sec.gov/Archives/edgar/data/1454938/000145493822000003/outbrain-20211231.htm)




## Macro cross-references

Indicators mapped to this company's SIC classification (industry 7370 Services-Computer Programming, Data Processing, Etc.) by grepcent's deterministic macro-sector crosswalk. A navigational mapping, not a statistical or causal claim.

- [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm
- [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private
- [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity

Macro-to-micro threads including this sector: [US labor market](/thread/us-labor-market/), [Growth & output](/thread/growth-output/), [Government finances](/thread/government-finances/), [Sector employment](/thread/sector-employment/).

All macro indicators: /indicators/


## For LLMs & downloads

Markdown twin: /company/TEAD.md · JSON record: /company/TEAD.json · verified financials: /company/TEAD/financials.json / /company/TEAD/financials.csv · machine TOC for the whole site: /llms.txt