Outbrain Inc
For the period ended Dec 31, 2024. Filed Mar 7, 2025.
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FY2024 · Filed Mar 7, 2025
TEAD$0.19-0.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibit and Financial Statement Schedules
Item 15. Exhibits and Financial Statement Schedules
| (a) (1) Financial Statements | Page |
|---|---|
| Report of Independent Registered Public Accounting Firm | 74 |
| Consolidated Balance Sheets | 75 |
| Consolidated Statements of Operations | 76 |
| Consolidated Statements of Comprehensive Income (Loss) | 77 |
| Consolidated Statement of Stockholders' Equity | 78 |
| Consolidated Statements of Cash Flows | 79 |
| Notes to Consolidated Financial Statements | 81 |
| (a) (2) Financial Statement Schedules | |
| None. | |
| (a) (3) Exhibits | |
EXHIBIT INDEX
| Exhibit No. | Description |
| 2.1 | Share Purchase Agreement, dated August 1, 2024, by and among Outbrain Inc., Altice Teads S.A. and Teads S.A., including the forms of Certificate of Designation, Stockholders Agreement and Registration Rights Agreement (incorporated by reference to Exhibit 2.1 to the Company’s Form 10-Q filed with the SEC on August 8, 2024). |
| 2.2 | Amendment to the Share Purchase Agreement, dated February 3, 2025, by and among Outbrain Inc., Altice Teads S.A. and TEADS (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed with the SEC on February 3, 2025). |
| 3.1 | Twelfth Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.5 to the Company’s Form S-1/A filed with the SEC on July 20, 2021). |
| 3.2* | Certificate of Correction to Twelfth Amended and Restated Certificate of Incorporation of the Company. |
| 3.3 | Amended and Restated Bylaws of the Company, as amended February 3, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the SEC on February 3, 2025). |
| 4.1 | Specimen stock certificate (incorporated by reference to Exhibit 4.1 to the Company’s Form S-1/A filed with the SEC on July 20, 2021). |
| 4.2 | Amended and Restated Investors’ Rights Agreement by and among the Company and the other parties thereto dated April 1, 2019 (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1 filed with the SEC on June 29, 2021) |
| 4.3 | Amendment to the Investors’ Rights Agreement, dated February 3, 2025, by and among Outbrain Inc. and the other parties thereto (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on February 3, 2025). |
| 4.4 | Warrant to purchase shares of Common Stock issued to Silicon Valley Bank dated September 29, 2016 (incorporated by reference to Exhibit 4.3 to the Company’s Form 10-K filed with the SEC on March 18, 2022). |
| 4.5 | Indenture, dated as of July 27, 2021, by and between Outbrain Inc. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the SEC on July 28, 2021). |
| 4.6 | Form of 2.95% Convertible Senior Note due 2026 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the SEC on July 28, 2021). |
| 4.7 | Description of Registrant’s Securities (incorporated by reference to Exhibit 4.7 to the Company’s Form 10-K filed with the SEC on March 18, 2022). |
| 10.1 | Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Form S-1/A filed with the SEC on July 20, 2021). |
| 10.2 | Second Amended and Restated Loan and Security Agreement, dated as of November 2, 2021, by and among the Company, as lead borrower, certain of its domestic subsidiaries, as co-borrowers, and Silicon Valley Bank, as lender (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on November 8, 2021). |
| 10.3 | Commitment Letter, dated August 1, 2024, by and among Outbrain Inc., Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank LTD. (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed with the SEC on August 8, 2024). |
| 10.4 | Credit Agreement, dated February 3, 2025, by and among Outbrain Inc., OT Midco Inc., the additional borrowers party thereto from time to time, Goldman Sachs Bank USA, as sole administrative agent and swingline lender, U.S. Bank Trust Company, National Association, as the collateral agent, and the lenders, issuing banks and arrangers party thereto from time to time (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on February 3, 2025). |
| 10.5 | Note Repurchase Agreement, dates as of September 18, 2024 between Outbrain Inc. and Baupost Securities Group, L.L.C. (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the SEC on November 7, 2024). |
| 10.6 | Registration Rights Agreement, dated February 3, 2025, by and between Outbrain Inc. and Altice Teads S.A. (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on February 3, 2025). |
| 10.7 | Stockholders Agreement, dated February 3, 2025, by and between Outbrain Inc. and Altice Teads S.A. (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on February 3, 2025). |
| 10.8 | Stockholder Support Agreement, dated August 1, 2024, by and among Viola Ventures III, L.P. and Yaron Galai, Outbrain Inc. and Altice Teads S.A. (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed with the SEC on August 8, 2024). |
| 10.9 | First Amendment to the Second Amended Restated Loan and Security Agreement, dated July 18, 2023 by and between the Company and Silicon Valley Bank (a division of First-Citizens Bank & Trust Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the SEC on August 8, 2023). |
| 10.10† | 2007 Omnibus Securities and Incentive Plan, as amended and restated, and foreign addenda (incorporated by reference to Exhibit 10.3 to the Company’s Form S-1 filed on June 29, 2021). |
| 10.11† | 2021 Long-Term Incentive Plan, and foreign addenda (incorporated by reference to Exhibit 10.4 to the Company’s Form S-1/A filed with the SEC on July 20, 2021). |
| 10.12† | Form of Restricted Stock Unit Agreement under the Outbrain Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on May 16, 2022). |
| 10.13† | Executive Employment Agreement, dated July 19, 2021, by and between Yaron Galai and the Company (incorporated by reference to Exhibit 10.12 to the Company’s Form S-1/A filed with the SEC on July 20, 2021). |
| 10.14†* | Transition Services Agreement, dated November 7, 2024, by and between Yaron Galai and the Company. |
| 10.15†* | Amended and Restated Executive Agreement, dated November 7, 2024, by and between David Kostman and the Company. |
| 10.16†* | Amended and Restated Executive Agreement, dated November 7, 2024, by and between the Company and Jason Kiviat |
| 10.17 | Form of Executive Restricted Stock Unit Agreement under the Outbrain Inc. 2021 Long-Term Incentive Plan (covering awards held by senior officers, including our CFO and Chief Operating Officer (“COO”)) (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on August 8, 2024). |
| 10.18 | Form of Special Restricted Stock Unit Agreement under the Outbrain Inc. 2021 Long-Term Incentive Plan (covering award held by our CEO) (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the SEC on August 8, 2024). |
| 10.19 | Form of Executive Performance Stock Unit Agreement (market-based) under the Outbrain Inc. 2021 Long-Term Incentive Plan (covering awards held by senior officers, including our CFO and COO) (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed with the SEC on August 8, 2024). |
| 10.20 | Form of Special Performance Stock Unit Agreement (market-based) under the Outbrain Inc. 2021 Long-Term Incentive Plan (covering award held by our CEO) (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the SEC on August 8, 2024). |
| 10.21 | Form of Performance-Based Restricted Stock Unit Agreement (financial metric) under the Outbrain Inc. 2021 Long-Term Incentive Plan (covering award held by our COO) (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed with the SEC on August 8, 2024). |
| 10.22† | Form of 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.14 to the Company’s Form S-1/A filed with the SEC on July 20, 2021). |
| 10.23 | Senior Subordinated Secured Note Purchase Agreement dated July 1, 2021 by and between the Registrant, Baupost Private Investments A-2, L.L.C., Baupost Private Investments B-2, L.L.C., Baupost Investments C-2, L.L.C., Baupost Private Investments P-2, L.L.C., Baupost Private Investments Y-2, L.L.C., Baupost Private Investments BVI-2, L.L.C., Baupost Private Investments BVII-2, L.L.C., Baupost Private Investments BVIII-2, L.L.C., Baupost Private Investments BVIV-2, L.L.C. and The Bank of New York Mellon (incorporated by reference to Exhibit 10.17 to the Company’s Form S-1/A filed with the SEC on July 6, 2021). |
| 10.24 | Note Repurchase Agreement, dated as of April 13, 2023, between the Company and Baupost (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the SEC on May 9, 2023). |
| 19.1* | Outbrain Insider Trading and Blackout Policy. |
| 21.1* | List of subsidiaries of the Company. |
| 23.1* | Consent of KPMG LLP, independent registered public accountants. |
| 31.1* | Certification of Principal Executive Officer Pursuant To Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of Principal Financial Officer Pursuant To Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1*v | Certification of the Principal Executive Officer and Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97* | Outbrain Inc. Compensation Recovery Policy. |
| 101.INS* | XBRL Instance Document |
|---|---|
| 101.SCH* | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
- Filed herewith.
v This certification is not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
† Compensatory plan or agreement.
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