Outbrain Inc

(a)Amended and Restated Bylaws

Effective March 7, 2024, the Board amended and restated the Company’s Amended and Restated Bylaws (as so amended and restated, the “Bylaws”) to (i) update certain provisions to reflect certain amendments to Delaware law, including with respect to meeting adjournment procedures; (ii) address matters relating to Rule 14a-19 (“universal proxy rules”) under the Exchange Act, including the requirement to certify compliance with the universal proxy rules; (iii) revise the procedures and disclosure requirements set forth in the Company’s advance notice provisions with respect to director nominations and business proposals (other than proposals submitted pursuant to Exchange Act Rule 14a-8); (iv) authorize the Board to prescribe rules for, and clarify the power of the chair to adjourn, a meeting of stockholders; (v)amend the quorum provision for stockholder meetings to clarify that the quorum requirement is consistent with that set forth in the Company’s certificate of incorporation; and (vi) make certain ministerial changes, clarifications, and other conforming revisions. The Bylaws are effective as of March 7, 2024, other than with respect to the advance notice provision for proposals of business set forth in Article I, Section 2 of the Bylaws, which will become effective on April 2, 2024, with the predecessor provision in the Company’s previous bylaws remaining in effect through April 1, 2024.

The foregoing summary is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.3 to this Annual Report on Form 10-K and incorporated by reference herein.

2024 Annual Meeting Date

The Company has set June 13, 2024 as the date for its 2024 Annual Meeting of Stockholders.

(b)Trading Plan Arrangements

On November 14, 2023, Yaron Galai, Co-Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 250,000 shares of Outbrain Inc. common stock commencing on March 5, 2024 and expiring on December 31, 2024.