Teads Holding Co.

Previous 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.

Current wording

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

Previous wording

•Our revenue was $343.1 million in the three months ended June 30, 2025, compared to $214.1 million in the three months ended June 30, 2024, including net favorable foreign currency effects of approximately $5.4 million. Revenue for the six months ended June 30, 2025 was $629.5 million, compared to $431.1 million for the six months ended June 30, 2024, including net favorable foreign currency effects of $2.9 million.

Current wording

•Our revenue was $318.8 million in the three months ended September 30, 2025, compared to $224.2 million in the three months ended September 30, 2024, including net favorable foreign currency effects of approximately $5.0 million. Revenue for the nine months ended September 30, 2025 was $948.2 million, compared to $655.3 million for the nine months ended September 30, 2024, including net favorable foreign currency effects of $7.8 million.

Previous 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.

Current wording

•Our gross profit was $105.7 million and our gross margin was 33.2% for the three months ended September 30, 2025, compared to gross profit of $48.9 million and gross margin of 21.8% for the comparable period in 2024. Our gross profit was $308.7 million and our gross margin was 32.6% for the nine months ended September 30, 2025, compared to gross profit of $136.0 million and gross margin of 20.8% for the nine months ended September 30, 2024.

Previous 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.

Current wording

•Our Ex-TAC Gross Profit(1) was $130.5 million in the three months ended September 30, 2025, compared to $59.7 million in the three months ended September 30, 2024. Our Ex-TAC Gross Profit(1) was $377.8 million for the nine months ended September 30, 2025, compared to $167.8 million for the nine months ended September 30, 2024.

Previous 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.

Current wording

•Our net loss was $19.7 million, or (18.6)% of gross profit, in the three months ended September 30, 2025, compared to net income of $6.7 million, or 13.7% of gross profit, for the comparable period in 2024. For the nine months ended September 30, 2025, our net loss was $88.8 million, or (28.8)% of gross profit, compared to net loss of $0.5 million, or (0.4)% of gross profit, for the nine months ended September 30, 2024.

Previous 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.

Current wording

•Our Adjusted EBITDA(1) was $19.2 million for the three months ended September 30, 2025, compared to $11.5 million for the three months ended September 30, 2024. Adjusted EBITDA(1) was 14.7% and 19.3% of Ex-TAC Gross Profit(1)in the three months ended September 30, 2025 and 2024, respectively. Our Adjusted EBITDA(1) was $56.8 million for the nine months ended September 30, 2025, compared to $20.3 million for the nine months ended September 30, 2024. Adjusted EBITDA(1)was 15.0% and 12.1% of Ex-TAC Gross Profit(1)for the nine months ended September 30, 2025 and 2024, respectively.

Previous 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.

Current wording

During the three and nine months ended September 30, 2025, we recorded Acquisition and integration costs of approximately $3.7 million and $25.5 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 $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.

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 $11 million to $14 million in charges in connection with the Plan, of which approximately $9 million to $11 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 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).

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 nine months ended September 30, 2025, the Company recorded associated non-cash charges of approximately $0.7 million and $9.6 million, respectively (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 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.

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 nine months ended September 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 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.

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, 2023 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 cease-fire 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

In June 2025, a new round of direct hostilities broke out between Israel and Iran, involving significant missile and drone strikes exchanged between the two countries. This escalation and other regional events have heightened regional instability and increased security risks across Israel. These events have resulted in significant travel restrictions, facility closures and shelter-in-place orders, including remote work measures, in various locations, and may further impact critical infrastructure, supply chains, and the broader Israeli economy.

Current wording

In June 2025, a new round of direct hostilities broke out between Israel and Iran, involving significant missile and drone strikes exchanged between the two countries. This escalation and other regional events have heightened regional instability and increased security risks across Israel. These events have resulted in significant travel restrictions, facility closures and shelter-in-place orders, including remote work measures, in various locations, and may further impact critical infrastructure, supply chains, and the broader Israeli economy. In October 2025, a cease-fire was brokered between Israel and Hamas. However, we cannot predict if and to what extent this cease-fire will remain in effect or upheld.

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 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.

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 the conflict between Israel and Hamas and the sustainability of the related cease-fire, as well as the conflicts with 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, 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.

Current wording

General worldwide economic conditions have experienced significant instability, as well as volatility and disruption in the financial markets, resulting from factors including geopolitical tensions, including the effects of the war between Russia-Ukraine, the conflict between Israel-Hamas and the sustainability of the related cease-fire, the conflict between Israel-Iran and the uncertain trajectories of such conflicts, tariffs and trade wars, new and proposed legislation in the U.S., the impact of the U.S. government shutdown, 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

Our engine serves the ad experiences that are predicted to deliver high attention or engagement, rather than prioritizing simply based on price of the ads. We believe this approach leads to better return on advertiser spend (“ROAS”) for advertisers, whether they are focused on driving a performance outcome, or a branding outcome. Our growth is partially driven by retaining and expanding the amount of spend by advertisers on our platform, as well as by acquiring new advertisers. Through our recent acquisition of Teads, we have expanded our total addressable market to now include top of the funnel marketing, while also attracting more diverse, premium demand. We view our full-funnel offering of both branding and performance capabilities as an opportunity to increase our share of wallet from advertisers and agencies. In addition, our joint business partnerships, or JBPs, represent a significant overall portion of our revenue and are strategic for driving advertiser retention and growth.

Current wording

Our engine serves the ad experiences that are predicted to deliver high attention or engagement, rather than prioritizing simply based on price of the ads. We believe this approach leads to better return on advertiser spend (“ROAS”) for advertisers, whether they are focused on driving a performance outcome, or a branding outcome. Our growth is partially driven by retaining and expanding the amount of spend by advertisers on our platform, as well as by acquiring new advertisers. Through the Acquisition, we have expanded our total addressable market to now include top of the funnel marketing, while also attracting more diverse, premium demand. We view our full-funnel offering of both branding and performance capabilities as an opportunity to increase our share of wallet from advertisers and agencies. In addition, our joint business partnerships, or JBPs, represent a significant overall portion of our revenue and are strategic for driving advertiser retention and growth.

Previous wording

We continually invest in enhancements to our platform that allow advertisers to drive concrete business outcomes and ROAS. In particular, we are expanding our usage of artificial intelligence (“AI”) to automate manual tasks in campaign set up and optimization, and to enhance advertiser creative and landing page performance. We also support advertisers with developing creative ads across formats, as a value added service to our advertisers.

Current wording

We continually invest in enhancements to our platform that allow advertisers to drive concrete business outcomes and ROAS. In particular, we are expanding our usage of AI to automate manual tasks in campaign set up and optimization, and to enhance advertiser creative and landing page performance. We also support advertisers with developing creative ads across formats, as a value added service to our advertisers.

Previous 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.

Current wording

For the nine months ended September 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

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.

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, 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

We strongly believe in the transformative power of AI in shaping the future of sustainable media, and we are powered by our deep expertise in using AI technology for years to empower both media owners and advertisers in their businesses. We leverage AI in a manner designed to enable media owners to increase their revenues and connect with audiences on their own platforms within the Open Internet. We use machine learning to predict consumer interest and propensity to convert ads to sales. Our technology has developed into a robust AI machine learning system and is largely homegrown by our Research and Development team. One of the strongest long-term levers in our business is the continuous improvement of our algorithms and the data sets our algorithms learn from. Our direct integrations across our media partners’ properties provide us with a large volume of proprietary first-party data, including context, user interest and behavioral signals. The more data points we have, the better our advertisers’ ROAS, and yield potential can be.

Current wording

We believe in the transformative power of AI in shaping the future of sustainable media, and we are powered by our deep expertise in using AI technology for years to empower both media owners and advertisers in their businesses. We leverage AI in a manner designed to enable media owners to increase their revenues and connect with audiences on their own platforms within the Open Internet. We use machine learning to predict consumer interest and propensity to convert ads to sales. Our technology has developed into a robust AI machine learning system and is largely homegrown by our Research and Development team. One of the strongest long-term levers in our business is the continuous improvement of our algorithms and the data sets our algorithms learn from. Our direct integrations across our media partners’ properties provide us with a large volume of proprietary first-party data, including context, user interest and behavioral signals. The more data points we have, the better our advertisers’ ROAS, and yield potential can be.

Previous 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.

Current wording

Other (expense) income, net is comprised of gains on repurchases of our long-term debt, interest expense, and other (expense) income and interest income, net.

Previous wording

Gain on Repurchase of Long-Term Debt. On June 17, 2025, the Company completed the repurchase of $9.3 million aggregate principal amount of the Notes for approximately $8.0 million in cash, including accrued interest, at a discount of approximately 17% to the principal amount and recorded a pre-tax gain of approximately $1.2 million.

Current wording

Gain on Repurchase of Long-Term Debt. On June 17, 2025, we completed the repurchase of $9.3 million aggregate principal amount of the Notes for approximately $8.0 million in cash, including accrued interest, at a discount of approximately 17% to the principal amount and recorded a pre-tax gain of approximately $1.2 million. In September 2024, we repurchased the remaining $118.0 million of our 2.95% Convertible Senior Notes due 2026 (“Convertible Notes”) at a discount of approximately 7.5% of the principal amount and recorded a pre-tax gain of $8.8 million.

Previous wording

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

Current wording

Three and Nine Months Ended September 30, 2025 Compared to Three and Nine Months Ended September 30, 2024

Previous 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.

Current wording

Revenue for the three months ended September 30, 2025 increased $94.6 million, or 42.2%, to $318.8 million, from $224.2 million for the three months ended September 30, 2024. Revenue increased $292.9 million, or 44.7%, to $948.2 million for the nine months ended September 30, 2025 from $655.3 million for the nine months ended September 30, 2024. Revenue for the three and nine months ended September 30, 2025 included net favorable foreign currency effects of approximately $5.0 million and $7.8 million, respectively, and increased $89.6 million and $285.1 million, respectively, on a constant currency basis, compared to the prior year period.

Previous wording

Our reported increases in revenue for the three and six months ended June 30, 2025 were primarily attributable to incremental revenues from the Acquisition of $139.1 million and $219.4 million, respectively, offset in part by lower revenues of $10.1 million and $21.0 million from the legacy Outbrain business, primarily driven by lower ad impressions from certain media partners.

Current wording

Our reported increases in revenue for the three and nine months ended September 30, 2025 were primarily attributable to incremental revenues from the Acquisition of $126.8 million and $346.2 million, respectively, offset in part by lower revenues of $32.2 million and $53.3 million from the legacy Outbrain business, primarily driven by lower ad impressions from certain media partners.

Previous wording

Traffic acquisition costs — increased $40.7 million, or 25.8%, to $198.9 million for the three months ended June 30, 2025, compared to $158.2 million in the prior year period. Traffic acquisition costs increased $59.2 million, or 18.3%, to $382.2 million for the six months ended June 30, 2025, compared to $323.0 million in the prior year period. Traffic acquisition costs for the three and six months ended June 30, 2025 included net unfavorable foreign currency effects of approximately $4.8 million and $2.8 million, respectively, and increased $35.9 million and $56.4 million, respectively on a constant currency basis, compared to the prior year period.

Current wording

Traffic acquisition costs — increased $23.7 million, or 14.4%, to $188.2 million for the three months ended September 30, 2025, compared to $164.5 million in the prior year period. Traffic acquisition costs increased $82.9 million, or 17.0%, to $570.4 million for the nine months ended September 30, 2025, compared to $487.5 million in the prior year period. Traffic acquisition costs for the three and nine months ended September 30, 2025 included net unfavorable foreign currency effects of approximately $4.6 million and $7.2 million, respectively, and increased $19.1 million and $75.7 million, respectively on a constant currency basis, compared to the prior year period.

Previous 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.

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 59.0% for the three months ended September 30, 2025, from 73.4% for the three months ended September 30, 2024 and decreased to 60.2% for the nine months ended September 30, 2025, from 74.4% for the nine months ended September 30, 2024, reflecting the higher margin profile of the acquired business.

Previous 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.

Current wording

Other cost of revenue — increased $14.0 million, or 129.0%, to $24.8 million for the three months ended September 30, 2025, compared to $10.8 million in the prior year period. Other cost of revenue increased $37.4 million, or 117.8%, to $69.2 million for the nine months ended September 30, 2025, compared to $31.8 million in the prior year period. These increases were primarily due to the impact of the Acquisition, and higher amortization expense related to technology intangible assets of approximately $3.9 million and $10.0 million, respectively. As a percentage of revenue, other cost of revenue increased to 7.8% for the three months ended September 30, 2025, from 4.8% for the three months ended September 30, 2024, and increased to 7.3% for the nine months ended September 30, 2025, from 4.8% for the nine months ended September 30, 2024.

Previous wording

Gross profit — increased $74.7 million, or 163.9%, to $120.3 million for the three months ended June 30, 2025, compared to $45.6 million for the three months ended June 30, 2024. Gross profit increased $115.7 million, or 132.8%, to $202.9 million for the six months ended June 30, 2025, compared to $87.2 million for the six months ended June 30, 2024. These increases were largely due to the impact of the Acquisition.

Current wording

Gross profit — increased $56.8 million, or 116.4%, to $105.7 million for the three months ended September 30, 2025, compared to $48.9 million for the three months ended September 30, 2024. Gross profit increased $172.7 million, or 126.9%, to $308.7 million for the nine months ended September 30, 2025, compared to $136.0 million for the nine months ended September 30, 2024. These increases were largely due to the impact of the Acquisition.

Previous 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.

Current wording

Our Ex-TAC Gross Profit increased $70.8 million, or 118.7%, to $130.5 million for the three months ended September 30, 2025, from $59.7 million for the three months ended September 30, 2024. Our Ex-TAC Gross Profit increased $210.0 million, or 125.2%, to $377.8 million for the nine months ended September 30, 2025, from $167.8 million for the nine months ended September 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 $71.3 million, or 139.3%, to $122.5 million for the three months ended June 30, 2025, from $51.2 million for the three months ended June 30, 2024, including net unfavorable foreign currency effects of approximately $1.5 million. The reported increase was primarily attributable to the impact of the Acquisition, including acquisition and integration costs during the three months ended June 30, 2025.

Current wording

Operating expenses increased $60.2 million, or 116.2%, to $112.0 million for the three months ended September 30, 2025, from $51.8 million for the three months ended September 30, 2024, including net unfavorable foreign currency effects of approximately $2.0 million. The reported increase was primarily attributable to the impact of the Acquisition, including acquisition and integration costs during the three months ended September 30, 2025.

Previous 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.

Current wording

Operating expenses increased $210.4 million, or 139.2%, to $361.6 million for the nine months ended September 30, 2025, from $151.2 million for the nine months ended September 30, 2024, including net unfavorable foreign currency effects of approximately $3.1 million. This reported increase was primarily due to the impact of the Acquisition, including incremental acquisition and integration costs of $16.7 million, as well as impairment charges of $15.6 million and higher restructuring charges of $8.9 million recorded during the nine months ended September 30, 2025, as further described below.

Previous wording

Research and development expenses — increased $3.9 million and $8.7 million, respectively, during the three and six months ended June 30, 2025, primarily due to the impact of the Acquisition. This increase was partially offset by lower personnel related costs of approximately $1.6 million in each period, resulting from our cost-saving initiatives.

Current wording

Research and development expenses — increased $1.7 million and $10.4 million, respectively, during the three and nine months ended September 30, 2025, primarily due to increased costs resulting from the Acquisition, largely offset by lower personnel related costs of $3.3 million and $5.4 million, respectively, resulting from our cost-saving initiatives.

Previous 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.

Current wording

Sales and marketing expenses— increased $45.4 million and $130.9 million, respectively, during the three and nine months ended September 30, 2025, primarily due to the impact of the Acquisition, and higher amortization expenses recorded on the associated intangible assets of approximately $8.6 million and $22.3 million, respectively.

Previous wording

General and administrative expenses — increased $11.0 million and $32.2 million, respectively, during the three and six months ended June 30, 2025. This increase was primarily due to the impact of the Acquisition, including higher acquisition and integration related costs of $2.2 million and $18.7 million, respectively, during the three and six months ended June 30, 2025.

Current wording

General and administrative expenses — increased $12.4 million and $44.6 million, respectively, during the three and nine months ended September 30, 2025. These increases were primarily due to the impact of the Acquisition, including higher acquisition and integration related costs of $16.7 million during the nine months ended September 30, 2025, compared to the prior year period. The increase for the three months ended September 30, 2025 was also attributable to increased credit loss reserve of approximately $3.0 million.

Previous 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).

Current wording

Impairment charges— were $15.6 million for the nine months ended September 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 $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.

Current wording

Restructuring charges— were $0.7 million and $9.6 million, respectively, during the three and nine months ended September 30, 2025, including severance costs of $0.6 million and $8.9 million, respectively, and legal costs of $0.1 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 September 30, 2025, approximately $0.1 million related to research and development. $0.4 million related to sales and marketing and $0.1 million related to general and administrative expenses. For the nine months ended September 30, 2025, approximately $0.9 million related to research and development, $6.3 million related to sales and marketing and $2.4 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 $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.

Current wording

We estimate that total charges to be incurred under this Plan in 2025 will range from approximately $9 million to $11 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

During the three and six months ended June 30, 2024, restructuring charges were $0.6 million and $0.7 million, respectively, comprised of severance and related costs.

Current wording

During the nine months ended September 30, 2024, restructuring charges were $0.7 million, comprised of severance and related costs.

Previous 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.

Current wording

Total operating expenses as a percentage of revenue increased to 35.1% for the three months ended September 30, 2025 from 23.1% for the three months ended September 30, 2024, and increased to 38.1% for the nine months ended September 30, 2025 from 23.1% for the nine months ended September 30, 2024. These increases were largely driven by the Acquisition and the associated Acquisition-related costs, as well as restructuring and impairment charges.

Previous wording

Gain on repurchase of long-term debt— on June 17, 2025, we completed the repurchase of $9.3 million aggregate principal amount of the Notes for approximately $8.0 million in cash, including accrued interest, representing a discount of approximately 17% to the principal amount of the repurchased Notes. As a result, we realized a pre-tax gain of approximately $1.2 million within other income in our consolidated statements of operations for the three and six months ended June 30, 2025.

Current wording

Gain on repurchase of long-term debt— In June 2025, we completed the repurchase of $9.3 million aggregate principal amount of the Notes for approximately $8.0 million in cash, including accrued interest, representing a discount of approximately 17% to the principal amount of the repurchased Notes. As a result, we realized a pre-tax gain of approximately $1.2 million within other income in our consolidated statements of operations for the nine months ended September 30, 2025. During the nine months ended September 30, 2024, we recorded a pre-tax gain of approximately $8.8 million in connection with our repurchase of the remaining $118.0 million aggregate principal amount of Convertible Notes in September 2024.