Teads Holding Co.

Previous wording

Outbrain Inc. (together with our subsidiaries, the “new Teads”, the “Company,” “we,” “our” or “us”) was incorporated in August 2006 in Delaware. The Company is headquartered in New York, New York with various wholly-owned subsidiaries, including in Europe, the Middle East and Asia. The Company operates under the name Teads.

Current wording

Outbrain Inc. (“Outbrain”) was incorporated in August 2006 in Delaware. On February 3, 2025, Outbrain completed the acquisition (“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 $0.9 billion. Upon closing, we began operating under the new Teads brand and on June 6, 2025, we completed our corporate name change from Outbrain Inc. to Teads Holding Co. (together with its subsidiaries, “Teads,” the “Company,” “we,” “our,” or “us”). Teads Holding Co.’s common stock, par value $0.001 per share (the “Common Stock”), trades on The Nasdaq Stock Market LLC under the new “TEAD” ticker symbol effective June 10, 2025. The Company is headquartered in New York, New York with various wholly-owned subsidiaries, including in Europe, the Middle East and Asia.

Previous wording

On February 3, 2025, Outbrain Inc. (“Outbrain”) completed the previously announced acquisition (“Acquisition”) of TEADS, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Teads”). The consideration paid at the closing of the Acquisition was approximately $0.9 billion, comprised of a cash payment of $625 million, subject to certain customary adjustments, and 43.75 million shares of the Company’s common stock, par value $0.001 (“Common Stock”). As such, our results of operations include the results of the acquired business from February 3, 2025 through March 31, 2025. Accordingly, the financial information presented as of and for the three months ended March 31, 2025 is not directly comparable to our financial information presented for the corresponding prior year periods.

Current wording

As a result of the Acquisition, our results of operations include the results of the acquired business from February 3, 2025 through June 30, 2025. Accordingly, the financial information presented as of and for the three and six months ended June 30, 2025 is not directly comparable to our financial information presented for the corresponding prior year periods.

Previous wording

The new Teads is the omnichannel outcomes platform for the Open Internet, driving full-funnel results for marketers across premium media. With a focus on meaningful business outcomes, we ensure that value is driven with every media dollar by leveraging predictive AI technology to connect quality media, beautiful brand creative, and context-driven addressability and measurement.

Current wording

Teads is the omnichannel outcomes platform for the Open Internet, driving full-funnel results for marketers across premium media. With a focus on meaningful business outcomes for branding and performance objectives, we drive value with every media dollar by leveraging predictive AI technology to connect quality media, beautiful brand creative, and context-driven addressability and measurement.

Previous wording

We operate a two-sided marketplace, which together, 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”) platforms. We generate revenue from advertisers purchasing media owner inventory through our platforms.

Current wording

We operate a two-sided marketplace, which together, 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”) platforms. We believe that CTV is an example of our investment in and expansion into high-growth channels. CTV positions our platform to capture increasing advertiser spend as it continues its shift from linear television into on-demand television. We generate revenue from advertisers purchasing media owner inventory through our platforms.

Previous wording

By combining the respective sets of exclusive media inventory of legacy Outbrain and Teads, from publishers to CTV, we believe that we provide a more connected consumer experience across the Open Internet.

Current wording

By combining the respective sets of exclusive media inventory of Outbrain and Legacy Teads, from publishers to CTV, we believe that we provide a more connected consumer experience across the Open Internet.

Previous wording

•Our gross profit was $82.7 million and our gross margin was 28.9% for the three months ended March 31, 2025, compared to gross profit of $41.6 million and gross margin of 19.2% for the comparable period in 2024.

Current wording

•Our gross profit was $120.3 million and our gross margin was 35.1% for the three months ended June 30, 2025, compared to gross profit of $45.6 million and gross margin of 21.3% for the comparable period in 2024. Our gross profit was $202.9 million and our gross margin was 32.2% for the six months ended June 30, 2025, compared to gross profit of $87.2 million and gross margin of 20.2% for the six months ended June 30, 2024.

Previous wording

•Our Ex-TAC Gross Profit(1) was $103.1 million in the three months ended March 31, 2025, compared to $52.2 million in the three months ended March 31, 2024.

Current wording

•Our Ex-TAC Gross Profit(1) was $144.2 million in the three months ended June 30, 2025, compared to $56.0 million in the three months ended June 30, 2024. Our Ex-TAC Gross Profit(1) was $247.3 million for the six months ended June 30, 2025, compared to $108.1 million for the six months ended June 30, 2024.

Previous wording

•Our net loss was $54.8 million, or (66.4)% of gross profit, in the three months ended March 31, 2025, compared to net loss of $5.0 million, or (12.1)% of gross profit, for the comparable period in 2024.

Current wording

•Our net loss was $14.3 million, or (11.9)% of gross profit, in the three months ended June 30, 2025, compared to net loss of $2.2 million, or (4.8)% of gross profit, for the comparable period in 2024. For the six months ended June 30, 2025, our net loss was $69.2 million, or (34.1)% of gross profit, compared to net loss of $7.2 million, or (8.3)% of gross profit, for the six months ended June 30, 2024.

Previous wording

•Our Adjusted EBITDA(1) was $10.7 million for the three months ended March 31, 2025, compared to $1.4 million for the three months ended March 31, 2024. Adjusted EBITDA(1) was 10.4% and 2.7% of Ex-TAC Gross Profit(1)in the three months ended March 31, 2025 and 2024, respectively.

Current wording

•Our Adjusted EBITDA(1) was $27.0 million for the three months ended June 30, 2025, compared to $7.4 million for the three months ended June 30, 2024. Adjusted EBITDA(1) was 18.7% and 13.2% of Ex-TAC Gross Profit(1)in the three months ended June 30, 2025 and 2024, respectively. Our Adjusted EBITDA(1) was $37.7 million for the six months ended June 30, 2025, compared to $8.8 million for the six months ended June 30, 2024. Adjusted EBITDA(1)was 15.2% and 8.1% of Ex-TAC Gross Profit(1)for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

(1)Ex-TAC Gross Profit, Adjusted EBITDA, Adjusted EBITDA as a percentage of Ex-TAC Gross Profit, 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 GAAP financial measures.

Current wording

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

Previous wording

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 Teads, and Teads. Pursuant to the Share Purchase Agreement, we agreed to acquire all of the issued and outstanding share capital of 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.

Current wording

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.

Previous wording

During the three months ended March 31, 2025, we recorded approximately $16.4 million of Acquisition-related costs. See Note 2 to the accompanying condensed consolidated financial statements for additional information on the Acquisition.

Current wording

During the three and six months ended June 30, 2025, we recorded Acquisition-related costs of approximately $5.4 million and $21.9 million, respectively. See Note 2 to the accompanying condensed consolidated financial statements for additional information on the Acquisition.

Previous wording

On February 3, 2025, in connection with the completion of the Acquisition, we announced a restructuring plan (the “Plan”), involving a reduction in workforce, as part of our efforts to streamline operations and reduce duplication of roles. We estimate that we will incur approximately $16 million to $24 million in charges in connection with the Plan, of which approximately $12 million to $18 million is expected to be incurred in 2025. These charges will consist primarily of severance and related costs.

Current wording

On February 3, 2025, in connection with the completion of the Acquisition, we announced a restructuring plan (the “Plan”), involving a reduction in workforce, as part of our efforts to streamline operations and reduce duplication of roles. We estimate that we will incur approximately $14 million to $20 million in charges in connection with the Plan, of which approximately $10 million to $12 million is expected to be incurred in 2025. These charges will consist primarily of severance and related costs.

Previous wording

The actions associated with the employee restructuring under the Plan were initiated in February 2025 and are expected to be implemented in large part by the end of the second quarter of 2025, and completed by the first quarter of 2026. During the three months ended March 31, 2025, the Company recorded associated non-cash charges of approximately $7.3 million (see Note 3 to the accompanying condensed consolidated financial statements for additional information).

Current wording

The actions associated with the employee restructuring under the Plan were initiated in February 2025 and were implemented in large part in the second quarter of 2025, and are expected to be completed by the first quarter of 2026. During the three and six months ended June 30, 2025, the Company recorded associated non-cash charges of approximately $1.7 million and $9.0 million (see Note 3 to the accompanying condensed consolidated financial statements for additional information).

Previous wording

In March 2025, in connection with the post merger integration of the newly acquired Teads business, we made a decision to discontinue the video product offering associated with our prior acquisition of vi. Accordingly, during the three months ended March 31, 2025, we recorded impairment charges totaling $15.5 million to fully write off the associated intangible assets and capitalized software, as further described below and in Note 5 to the accompanying condensed consolidated financial statements.

Current wording

In March 2025, in connection with the post-merger integration of the newly acquired Teads business, we made a decision to discontinue the video product offering associated with our prior acquisition of vi. Accordingly, during the six months ended June 30, 2025, we recorded impairment charges totaling $15.5 million to fully write off the associated intangible assets and capitalized software, as further described below and in Note 5 to the accompanying condensed consolidated financial statements.

Previous wording

Many of our employees, including certain members of our management team and board of directors (“Board”), operate from Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect our business and operations. Following the October 7 th attacks by Hamas terrorists on Israel's southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations. Additionally, following the fall of the Assad regime in Syria, Israel has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. Although certain ceasefire agreements have been reached with Hamas and Lebanon (with respect to Hezbollah), these agreements failed to be upheld and military activity and hostilities continue to exist at varying levels of intensity, and the situation remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and possibly other countries. Also, the fall of the Assad regime in Syria may create geopolitical instability in the region.

Current wording

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 region directly affect our business and operations. Following the October 7 th attacks by Hamas terrorists on Israel's southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah, a terrorist organization based in Lebanon, and Iran, both directly and through proxies like the Houthi movement in Yemen and armed groups in Iraq and other terrorist organizations. Additionally, following the fall of the Assad regime in Syria, Israel conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. Although certain ceasefire agreements have been reached with Hamas and Lebanon (with respect to Hezbollah), these agreements failed to be upheld and military activity and hostilities continue to exist at varying levels of intensity, and the situation remains volatile, with the potential for escalation into a broader regional conflict involving additional terrorist organizations and possibly other countries.

Previous wording

The draft of Israeli military reservists, as well as the evacuation of Israeli citizens from areas near conflict zones have adversely affected our employees impacted by such actions. In addition, future government-imposed restrictions and precautions in response to such conflicts may negatively impact our employees, management and directors by interrupting their ability to effectively perform their roles and responsibilities. In addition, further hostilities involving Israel, possible damage to facilities and infrastructure, increased cyber attacks, the interruption or curtailment of trade between Israel and its trading partners, and/or the willingness to do business with companies with operations in Israel, as well as macroeconomic indications of deterioration of Israel’s economic standing as reflected in the downgrading in Israel’s credit rating by rating agencies that took place in parallel to these events, could adversely affect our business, financial condition and results of operations and could make it more difficult for us to raise capital. The intensity and duration of Israel’s current war against Hamas, Hezbollah, and the other terror organizations is difficult to predict and we are continuing to monitor the situation and assessing its potential impact on our business.

Current wording

The draft of Israeli military reservists, as well as the evacuation of Israeli citizens from areas near conflict zones have adversely affected our employees impacted by such actions. In addition, future government-imposed restrictions and precautions in response to such conflicts may negatively impact our employees, management and directors by interrupting their ability to effectively perform their roles and responsibilities. In addition, further hostilities involving Israel, possible damage to facilities and infrastructure, increased cyber attacks, the interruption or curtailment of trade between Israel and its trading partners, and/or the willingness to do business with companies with operations in Israel, as well as macroeconomic indications of deterioration of Israel’s economic standing as reflected in the downgrading in Israel’s credit rating by rating agencies that took place in parallel to these events, could adversely affect our business, financial condition and results of operations and could make it more difficult for us to raise capital. The intensity and duration of Israel’s current wars against Hamas, Hezbollah, and other terror organizations and Iran and other countries are difficult to predict and we are continuing to monitor the situation and assessing its potential impact on our business.

Previous wording

General worldwide economic conditions have recently experienced significant instability, as well as volatility and disruption in the financial markets, resulting from factors including geopolitical tensions, including the effects of the wars between Russia-Ukraine and Israel-Hamas and the expansion of such conflicts, tariffs and trade wars, general economic uncertainty, inflation, increased interest rates, recessionary concerns, bankruptcies, currency exchange rate fluctuations, global supply chain disruptions, and labor market volatility. The global economy is also experiencing heightened uncertainty in part due to market reactions to changes in tariff policies, which have the potential to further exacerbate inflationary pressures, with the duration of any such impact remaining uncertain. These conditions have negatively impacted our advertisers and, as a result, our business and could, if they continue or worsen, adversely impact us in the future, including if our advertisers were to reduce or further reduce their advertising spending as a result of any of these factors. 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 for us, our media partners, advertisers, and agencies to accurately forecast and plan future business activities and they could cause a further reduction or delay in overall advertising demand and spending or impact our advertisers’ ability to pay, any of which would negatively impact our business, financial condition, and results of operations.

Current wording

General worldwide economic conditions have recently experienced significant instability, as well as volatility and disruption in the financial markets, resulting from factors including geopolitical tensions, including the effects of the wars between Russia-Ukraine, Israel-Hamas, and Israel-Iran and the expansion of such conflicts, tariffs and trade wars, new and proposed legislation in the U.S., general economic uncertainty, inflation, increased interest rates, recessionary concerns, bankruptcies, currency exchange rate fluctuations, global supply chain disruptions, and labor market volatility. The global economy is also experiencing heightened uncertainty in part due to market reactions to changes in tariff policies, which have the potential to further exacerbate inflationary pressures, with the duration of any such impact remaining uncertain. These conditions have negatively impacted our advertisers and, as a result, our business and could, if they continue or worsen further, adversely impact us in the future, including if our advertisers were to reduce or further reduce their advertising spending as a result of any of these factors. 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 for us, our media partners, advertisers, and agencies to accurately forecast and plan future business activities and they could cause a further reduction or delay in overall advertising demand and spending or impact our advertisers’ ability to pay, any of which would negatively impact our business, financial condition, and results of operations.

Previous wording

For the three months ended March 31, 2025, tens of thousands unique advertisers were active on our owned and operated platforms, in addition to the thousands of advertisers who access the platform through programmatic partnerships.

Current wording

For the six months ended June 30, 2025, tens of thousands unique advertisers were active on our owned and operated platforms, in addition to the thousands of advertisers who access the platform through programmatic partnerships.

Previous wording

We rely on our relationships with our media partners for our advertising inventory and our corresponding ability to drive advertising revenue. To further strengthen these relationships, we continuously invest in our technology and product functionality to drive user engagement and monetization by (i) improving our algorithms, referred to as our AI prediction engine; (ii) attracting and procuring relevant demand; (iii) expanding the adoption of our enhanced products by media partners; and (iv) expanding our demand capabilities to new formats.

Current wording

We rely on our relationships with our media partners for our advertising inventory and our corresponding ability to drive advertising revenue. To further strengthen these relationships, we continuously invest in our technology and product functionality to drive user engagement and monetization by taking steps designed to (i) improve our algorithms, referred to as our AI prediction engine; (ii) attract and procure relevant demand; (iii) expand the adoption of our enhanced products by media partners; and (iv) expand our demand capabilities to new formats.

Previous wording

Examples of new environments in which content consumption is expected to grow include pre-installed applications on Smartphones, Smartphone content feeds, gaming applications, push notifications, and CTV. Through the acquisition of Teads, we have created an omnichannel outcomes platform, enabling advertisers to not only reach their audiences across the entire Open Internet — from web, to CTV, to app environments — but to drive outcomes from those audiences at each step of the marketing funnel.

Current wording

Examples of environments in which content consumption is expected to grow include pre-installed applications on Smartphones, Smartphone content feeds, gaming applications, push notifications, and CTV. Through the acquisition of Teads, we have created an omnichannel outcomes platform, enabling advertisers to not only reach their audiences across the entire Open Internet — from web, to CTV, to app environments — but to drive outcomes from those audiences at each step of the marketing funnel.

Previous wording

The development and deployment of new ad formats allow us to better serve consumers, media partners and, ultimately, advertisers who seek to target and engage consumers at scale; we believe this continues to open and grow new types of advertiser demand, while ensuring relevance as the environments in which we operate diversify.

Current wording

The development and deployment of new ad formats allow us to better serve consumers, media partners and, ultimately, advertisers who seek to target and engage consumers at scale; we believe this continues to open and grow new types of advertiser demand, while ensuring relevance as the environments in which we operate diversify. As an example, we are rolling out our Connected Ads solutions, a new offering designed to provide a more immersive brand experience by delivering complementary ad placements on a single publisher page. We believe these initiatives are critical to our long-term growth and our ability to deliver differentiated value.

Previous wording

Our business depends on the overall demand for digital advertising, on the continuous success of our current and prospective media partners, and on general market conditions. Digital advertising is a rapidly growing industry, with growth that has outpaced the growth of the broader advertising industry. Content consumption continues to shift online, requiring media owners to adapt in order to successfully attract, engage and monetize their consumers. The soaring volume of online content, amplified by the latest generative AI innovations, has made content curation tools even more essential for consumers and media owners alike.

Current wording

Our business depends on the overall demand for digital advertising, on the continuous success of our current and prospective media partners, and on general market conditions. Digital advertising is a rapidly growing industry, with growth that has outpaced the growth of the broader advertising industry. Content consumption continues to shift online, requiring media owners to adapt in order to successfully attract, engage and monetize their consumers. As audiences are increasingly engaged across digital media platforms, and as more purchase data is created, collected, integrated and analyzed digitally, advertisers are increasingly able to leverage sophisticated measurement and attribution solutions in order to optimize their advertising spend across the marketing funnel. As a result, advertisers are increasingly shifting spend away from legacy media offerings towards data-based solutions, driven by performance-centric metrics. We believe that our strength in delivering engagement and clear outcomes for advertisers, built on our proprietary AI prediction engine, aligns well with the ongoing market shift towards increased accountability and expectations of ROAS from digital advertising spend.

Previous wording

Regulators across most developed markets are increasingly focused on enacting and enforcing user privacy rules as well as exerting tighter oversight on the major “walled garden” platforms. Industry participants have recently been, and likely will continue to be, impacted by changes implemented by platform leaders, such as Apple’s change to its Identifier for Advertisers policy and Google’s evolving roadmap pertaining to the use of third-party cookies within its Chrome web browser. See Item 1A, “Risk Factors'' in our 2024 Form 10-K for additional information regarding changing industry dynamics with respect to industry participants and the regulatory environment. Given our focus on context and engagement, the depth and length of ourmedia partner relationships, and our scale, we believe that we are well positioned in the long-term to address and potentially benefit from many of these industry dynamics. Additionally, we are confident that our strength in delivering engagement and clear outcomes for advertisers, built on our proprietary AI prediction engine, aligns well with the ongoing market shift towards increased accountability and expectations of ROAS from digital advertising spend.

Current wording

Regulators across most developed markets are increasingly focused on enacting and enforcing user privacy rules as well as exerting tighter oversight on the major “walled garden” platforms. Industry participants have recently been, and likely will continue to be, impacted by changes implemented by platform leaders, such as Apple’s change to its Identifier for Advertisers policy and Google’s evolving roadmap pertaining to the use of third-party cookies within its Chrome web browser. See Item 1A, “Risk Factors'' in our 2024 Form 10-K for additional information regarding changing industry dynamics with respect to industry participants and the regulatory environment.

Previous wording

We define traffic acquisition costs (“TAC”) as amounts owed to media partners for the purchase of inventory. We incur costs with our media partners, which may be publishers or third-party intermediaries, in the period in which certain actions, such as click-throughs, impressions or views occur. Such costs due to media partners are based on the media partners’ contractual revenue share, a CPM model or guaranteed rates of payment based on certain media partner conditions. In some circumstances, we incur costs based on a guaranteed minimum payment, which may be based on either impressions, page views or a fixed amount if the partner reaches certain performance targets, in exchange for guaranteed placement on specified portions of the media owners’ online properties. As such, traffic acquisition costs may not correlate with fluctuations in revenue, as our costs may remain fixed even with a decrease in revenue. Traffic acquisition costs also include amounts payable to to media partners whose supply is purchased programmatically.

Current wording

We define traffic acquisition costs (“TAC”) as amounts owed to media partners for the purchase of inventory. We incur costs with our media partners, which may be publishers or third-party intermediaries, in the period in which certain actions, such as click-throughs, impressions or views occur. Such costs due to media partners are based on the media partners’ contractual revenue share, a CPM model or guaranteed rates of payment based on certain media partner conditions. In some circumstances, we incur costs based on a guaranteed minimum payment, which may be based on either impressions, page views or a fixed amount if the partner reaches certain performance targets, in exchange for guaranteed placement on specified portions of the media owners’ online properties. As such, traffic acquisition costs may not correlate with fluctuations in revenue, as our costs may remain fixed even with a decrease in revenue. Traffic acquisition costs also include amounts payable to media partners whose supply is purchased programmatically.

Previous wording

Impairment Charges. Impairment charges primarily consist of impairments of long-lived assets and capitalized software associated with the discontinuance of the video product offering associated with our prior acquisition of vi, as well as impairments of right-of-use assets for exited office locations, both in connection with the post-Acquisition integration of Teads.

Current wording

Impairment Charges. Impairment charges primarily consist of impairments of long-lived assets and capitalized software associated with the discontinuance of the video product offering associated with vi during the first quarter of 2025, as well as impairments of right-of-use assets for exited office locations, both in connection with the post-Acquisition integration of Teads.

Previous wording

Other (expense) income, net is comprised of interest expense, and interest income and other (expense) income, net.

Current wording

Other (expense) income, net is comprised of gain on repurchase of long-term debt, interest expense, and other (expense) income and interest income, net.

Previous wording

Interest Expense. Interest expense consists of interest and fees on the Bridge Facility drawn and repaid during the three months ended March 31, 2025, interest on our Notes, the Overdraft Facility (as defined below) assumed in the Acquisition, our revolving credit facilities, and our previously outstanding convertible notes. Interest expense may increase if we incur any borrowings under our 2025 Revolving Facility or if we enter into new debt facilities or finance lease arrangements.

Current wording

Interest Expense. Interest expense consists of interest and fees on the Bridge Facility drawn and repaid during the first quarter of 2025, interest on our Notes, the Overdraft Facility (as defined below) assumed in the Acquisition, our revolving credit facilities, and our previously outstanding convertible notes. Interest expense may increase if we incur any borrowings under our 2025 Revolving Facility or if we enter into new debt facilities or finance lease arrangements.

Previous wording

Interest Income and Other (Expense) Income, net. Interest income and other (expense) income, net primarily consists of interest earned on our cash, cash equivalents andinvestments in marketable securities, discount amortization on our investments in marketable securities, and foreign currency exchange gains and losses. Foreign currency exchange gains and losses, both realized and unrealized, relate to transactions and monetary asset and liability balances denominated in currencies other than the functional currencies, including mark-to-market adjustments on undesignated foreign exchange forward contracts. Foreign currency gains and losses may continue to fluctuate in the future due to changes in foreign currency exchange rates.

Current wording

Other (Expense) Income and Interest Income, net. Other (expense) income and interest income, net primarily consists of interest earned on our cash, cash equivalents andinvestments in marketable securities, discount amortization on our investments in marketable securities, and foreign currency exchange gains and losses. Foreign currency exchange gains and losses, both realized and unrealized, relate to transactions and monetary asset and liability balances denominated in currencies other than the functional currencies, including mark-to-market adjustments on undesignated foreign exchange forward contracts. Foreign currency gains and losses may continue to fluctuate in the future due to changes in foreign currency exchange rates.

Previous wording

Three Months Ended March 31, 2025 Compared to Three Months Ended March 31, 2024

Current wording

Three and Six Months Ended June 30, 2025 Compared to Three and Six Months Ended June 30, 2024

Previous wording

Revenue increased $69.4 million, or 32.0%, to $286.4 million for the three months ended March 31, 2025 from $217.0 million for the three months ended March 31, 2024. Revenue for the three months ended March 31, 2025 included net unfavorable foreign currency effects of approximately $2.6 million, and increased $72.0 million, or 33.2%, on a constant currency basis, compared to the prior year period. The reported revenue increase was primarily attributable to incremental revenues from the Acquisition of $80.3 million, offset in part by lower revenues of $10.9 million from the legacy Outbrain business, primarily driven by lower ad impressions from certain media partners.

Current wording

Revenue for the three months ended June 30, 2025 increased $129.0 million, or 60.2%, to $343.1 million, from $214.1 million for the three months ended June 30, 2024. Revenue increased $198.4 million, or 46.0%, to $629.5 million for the six months ended June 30, 2025 from $431.1 million for the six months ended June 30, 2024. Revenue for the three and six months ended June 30, 2025 included net favorable foreign currency effects of approximately $5.4 million and $2.9 million, respectively, and increased $123.6 million and $195.5 million, respectively, on a constant currency basis, compared to the prior year period.

Previous wording

Traffic acquisition costs increased $18.4 million, or 11.2%, to $183.2 million for the three months ended March 31, 2025, compared to $164.8 million in the prior year period. Traffic acquisition costs for the three months ended March 31, 2025 included favorable foreign currency effects of approximately $2.1 million, and increased $20.5 million, or 12.4%, on a constant currency basis, compared to the prior year period. The increase in traffic acquisition costs was largely driven by incremental costs from the Acquisition, partially offset by lower traffic acquisition costs from the legacy Outbrain business, reflecting lower revenue and a net favorable change in our revenue mix. As a percentage of revenue, traffic acquisition costs decreased to 64.0% for the three months ended March 31, 2025, from 76.0% for the three months ended March 31, 2024, reflecting the higher margin profile of the acquired business.

Current wording

The increase in traffic acquisition costs in both periods was largely driven by incremental costs from the Acquisition, partially offset by lower traffic acquisition costs from the legacy Outbrain business, reflecting lower revenue and a net favorable change in our revenue mix. As a percentage of revenue, traffic acquisition costs decreased to 58.0% for the three months ended June 30, 2025, from 73.9% for the three months ended June 30, 2024 and decreased to 60.7% for the six months ended June 30, 2025, from 74.9% for the six months ended June 30, 2024, reflecting the higher margin profile of the acquired business.

Previous wording

Other cost of revenue increased $9.9 million, or 93.9%, to $20.5 million for the three months ended March 31, 2025, compared to $10.6 million in the prior year period, primarily due to the impact of the Acquisition. As a percentage of revenue, other cost of revenue increased to 7.1% for the three months ended March 31, 2025, from 4.9% for the three months ended March 31, 2024.

Current wording

Other cost of revenue — increased $13.5 million, or 130.3%, to $23.9 million for the three months ended June 30, 2025, compared to $10.4 million in the prior year period. Other cost of revenue increased $23.5 million, or 111.9%, to $44.4 million for the six months ended June 30, 2025, compared to $20.9 million in the prior year period. These increases were primarily due to the impact of the Acquisition, including the associated amortization expense for technology intangible assets of approximately $4.1 million and $6.8 million, respectively. As a percentage of revenue, other cost of revenue increased to 7.0% for the three months ended June 30, 2025, from 4.8% for the three months ended June 30, 2024, and increased to 7.1% for the six months ended June 30, 2025, from 4.9% for the six months ended June 30, 2024.

Previous wording

Our Ex-TAC Gross Profit increased $50.9 million, or 97.7%, to $103.1 million for the three months ended March 31, 2025, from $52.2 million for the three months ended March 31, 2024, primarily due to the Acquisition. See “Non-GAAP Reconciliations” for the related definition and reconciliations to our gross profit.

Current wording

Our Ex-TAC Gross Profit increased $88.2 million, or 157.6%, to $144.2 million for the three months ended June 30, 2025, from $56.0 million for the three months ended June 30, 2024. Our Ex-TAC Gross Profit increased $139.2 million, or 128.7%, to $247.3 million for the six months ended June 30, 2025, from $108.1 million for the six months ended June 30, 2024. These increases were largely due to the impact of the Acquisition. See “Non-GAAP Reconciliations” for the related definition and reconciliations to our gross profit.

Previous wording

Operating expenses increased $78.9 million, or 163.7%, to $127.1 million for the three months ended March 31, 2025, from $48.2 million for the three months ended March 31, 2024. This increase was primarily attributable to the impact of the Acquisition, as well as the associated Acquisition-related costs of $16.4 million, impairment charges of $15.6 million and restructuring charges of $7.3 million recorded during the three months ended March 31, 2025, as further described below.

Current wording

Operating expenses increased $150.2 million, or 151.1%, to $249.6 million for the six months ended June 30, 2025, from $99.4 million for the six months ended June 30, 2024, including net unfavorable foreign currency effects of approximately $1.2 million. This reported increase was primarily due to the impact of the Acquisition, including incremental acquisition and integration costs of $18.7 million, as well as impairment charges of $15.6 million and higher restructuring charges of $8.2 million recorded during the six months ended June 30, 2025, as further described below.

Previous wording

Sales and marketing expenses— increased $30.1 million, primarily due to the impact of the Acquisition, including approximately $5.3 million of incremental amortization expenses recorded on the associated intangibles assets during the three months ended March 31, 2025.

Current wording

Sales and marketing expenses— increased $55.3 million and $85.4 million, respectively, during the three and six months ended June 30, 2025, primarily due to the impact of the Acquisition, including amortization expenses recorded on the associated intangible assets of approximately $8.9 million and $14.2 million, respectively.

Previous wording

Impairment Charges— were $15.6 million during the three months ended March 31, 2025, and were largely attributable to the full impairment of the carrying values of the definite-lived intangible assets of $15.1 million and capitalized software of $0.4 million associated with our previously acquired vi business, in connection with our decision to discontinue the related video product offering as part of our post-merger integration of the Acquisition (see Notes 5 and 6 to the accompanying condensed consolidated financials statements for additional information).

Current wording

Impairment charges— were $15.6 million for the six months ended June 30, 2025, and were largely attributable to the full impairment of the carrying values of the definite-lived intangible assets of $15.1 million and capitalized software of $0.4 million associated with our previously acquired vi business, in connection with our decision to discontinue the related video product offering as part of our post-merger integration following the Acquisition (see Notes 5 and 6 to the accompanying condensed consolidated financials statements for additional information).

Previous wording

Restructuring Charges— were $7.3 million during the three months ended March 31, 2025, including severance costs of $6.9 million and legal costs of $0.4 million. These charges were incurred in connection with our previously announced Plan to streamline operations, including a reduction in workforce of approximately 15% to reduce duplicative roles after the Acquisition close. Approximately $0.8 million of these costs were related to research and development, $5.0 million were related to sales and marketing, and $1.5 million were related to general and administrative departments.

Current wording

Restructuring charges— were $1.7 million and $9.0 million, respectively, during the three and six months ended June 30, 2025, including severance costs of $1.4 million and $8.3 million, respectively, and legal costs of $0.3 million and $0.7 million, respectively. These charges were incurred in connection with our previously announced Plan to streamline operations, including a reduction in workforce of approximately 15% to reduce duplicative roles after the Acquisition close. For the three months ended June 30, 2025, approximately $0.9 million related to sales and marketing and $0.8 million related to general and administrative expenses. For the six months ended June 30, 2025, approximately $0.8 million related to research and development, $5.9 million related to sales and marketing and $2.3 million related to general and administrative departments.

Previous wording

We estimate that total charges to be incurred under this Plan in 2025 will range from approximately $12 million to $18 million and we expect it to result in 2025 cost savings of approximately $40 million, with the higher run-rate impact in 2026 and beyond.

Current wording

We estimate that total charges to be incurred under this Plan in 2025 will range from approximately $10 million to $12 million and we expect it to result in 2025 cost savings of approximately $40 million, with the higher run-rate impact in 2026 and beyond.

Previous wording

Operating expenses as a percentage of revenue increased to 44.4% for the three months ended March 31, 2025 from 22.2% for the three months ended March 31, 2024, largely driven by the Acquisition and the associated Acquisition-related costs, as well as restructuring and impairment charges.

Current wording

Total operating expenses as a percentage of revenue increased to 35.7% for the three months ended June 30, 2025 from 23.9% for the three months ended June 30, 2024, and increased to 39.7% for the six months ended June 30, 2025 from 23.1% for the six months ended June 30, 2024. These increases were largely driven by the Acquisition and the associated Acquisition-related costs, as well as restructuring and impairment charges.