Outbrain Inc

(a)Amended and Restated Employment Agreements

On November 7, 2024, Outbrain Inc., a Delaware corporation (the “Company”), entered into an amended and restated Executive Employment Agreement (“Amended Agreement”) with Jason Kiviat. Mr. Kiviat’s original employment agreement, dated August 3, 2022, was amended to increase his severance entitlement from six (6) months to twelve (12) months of base salary payable in lump sum following a termination by the Company without cause or resignation for good reason either during or outside of the change in control period (“qualifying termination”). Additionally, in the Amended Agreement, the Executive agreed to abide by the non-competition covenant for nine (9) months following termination of employment, an increase from six (6) months.

Both the Amended Agreement, as well as the Executive Employment Agreement between the Company and David Kostman (the “Amended Agreements”), were also amended to incorporate language in the confidentiality provision and form of release regarding whistleblower activities.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the Amended Agreements, copies of which will be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”).

Transition Services Agreement with Yaron Galai

On November 7, 2024, Yaron Galai, the Company’s Chairman of the Board of Directors, entered into a Transition Services Agreement (the “TSA”) with the Company outlining the terms of his employment in his role as an advisor from April 1, 2024 (the “Transition Date”) through December 31, 2024 (“Separation Date”). The TSA, which supersedes Mr. Galai’s Executive Employment Agreement with the Company, dated July 19, 2021, provides for the continuation of his base salary at the rate in effect prior to the Transition Date, his continued participation in the annual bonus program at a reduced target annual bonus of 50% of his base salary effective upon the Transition Date, and the continuation of health plan benefits during his service as an advisor. Upon Mr. Galai’s separation from employment with the Company, he will be entitled to an additional twelve months’ continuation of health plan benefits at the same cost to him as prior to his termination. Prior to the Separation Date, Mr. Galai is not entitled to receive equity awards.

Upon termination without Cause (as defined in the TSA) or due to death or disability prior to the Separation Date, Mr. Galai will continue to be entitled to the compensation and benefits provided for under the TSA until the Separation Date, and the portion of his outstanding restricted stock unit and stock option awards that would have vested on or before the Separation Date will vest immediately upon such termination.

The foregoing summary does not purport to be complete and is qualified in its entirety by the full text of the TSA, a copy of which will be filed with the Company’s 2024 Form 10-K.

(b) None.

(c) During the three months ended September 30, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction, or written plan for the purchase or sale of Company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.