Teads Holding Co.

To the Stockholders and Board of Directors

Teads Holding Co.:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Teads Holding Co. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Legacy Teads during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, Legacy Teads’ internal control over financial reporting associated with 30% of total assets, excluding acquired goodwill and other intangible assets, and 40% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Legacy Teads.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Sufficiency of audit evidence for certain Legacy Outbrain revenue

As discussed in Note 1 to the consolidated financial statements, the Company generates Legacy Outbrain revenue through its proprietary, internally developed advertising technology platform. This revenue is recognized when advertising is delivered or an advertising outcome occurs. The processing and recording of this revenue relies on multiple information technology (IT) systems.

We identified the evaluation of the sufficiency of audit evidence for certain Legacy Outbrain revenue as a critical audit matter. Subjective auditor judgment was required in evaluating the sufficiency of audit evidence over certain Legacy Outbrain revenue due to the proprietary nature of the IT systems used in revenue recognition and the volume and complexity of system‑captured data used to determine revenue. In addition, specialized skills and knowledge were required to evaluate relevant IT systems and to assess data flows across multiple systems supporting Legacy Outbrain revenue recognition.

The following are the primary procedures we performed to address this critical audit matter. We applied auditor judgment to determine the nature and extent of procedures to be performed over certain Legacy Outbrain revenue. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Legacy Outbrain revenue recognition process. We involved IT professionals with specialized skills and knowledge, who assisted in:

•testing IT general controls over systems relevant to certain Legacy Outbrain revenue recognition, including controls related to access, program changes, and system operations;

•testing IT application controls within the Company’s proprietary systems that support the capture, processing, and recording of certain Legacy Outbrain revenue transactions; and

•assessing the flow and transfer of transaction-level data from capture through downstream systems to the general ledger by assessing the completeness and accuracy of data flows between systems involved.

We performed a software-assisted data analysis to test relationships among certain Legacy Outbrain revenue transactions. For a sample of Legacy Outbrain revenue transactions, we assessed the recorded revenue by comparing the amounts recognized to underlying documentation, including contracts with customers, invoices, cash receipts (where applicable), and ad delivery captured by the IT systems. We assessed the sufficiency of audit evidence obtained by evaluating the cumulative results of the procedures performed, including the appropriateness of the nature and extent of audit effort.

Acquisition date fair value of customer relationships intangible asset

As discussed in Notes 1 and 2 to the consolidated financial statements, in February 2025 the Company completed the acquisition of Legacy Teads (the Acquisition). The Acquisition was accounted for as a business combination using the acquisition method of accounting. The Company allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. This included the allocation of $384.4 million to identifiable intangible assets, including $237.1 million to customer relationships.

We identified the evaluation of the acquisition date fair value of the customer relationships intangible assets as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate the key assumptions used to value the customer relationships intangible assets. Specifically, the key assumptions included certain forecasted revenue growth rates, the discount rate, and customer attrition rates. Changes to these key assumptions could have a significant impact on the fair value of the customer relationships intangible assets. In addition, valuation professionals with specialized skills and knowledge were needed to assist in the evaluation of the discount rate and the customer attrition rates.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the valuation of the acquired intangible assets, including controls related to the determination of the key assumptions used to value the customer relationships intangible assets. We performed a sensitivity analysis to assess the impact of possible changes to the key assumptions on the fair value of the customer relationships intangible asset. We evaluated certain revenue growth rates by comparing them to industry data, market data, and historical results of the acquired company. We involved valuation professionals with specialized skills and knowledge, who assisted in:

•evaluating the discount rate by comparing management’s inputs to publicly available market data for comparable entities and assessing the resulting discount rate;

•evaluating customer attrition rates by reviewing historical customer attrition experienced by the acquired company; and

•developing an independent estimate of the fair value of the customer relationships intangible assets using the independently developed discount rate and the Company’s cash flow forecasts, customer attrition rates, and other inputs, and comparing it to the Company’s fair value estimate.

Evaluation of goodwill impairment

As discussed in Notes 1 and 5 to the consolidated financial statements, the Company evaluates goodwill for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. During the year ended December 31, 2025, the Company identified a triggering event as a result of a sustained decline in the Company’s stock price and related decline in market capitalization. As a result, the Company performed a quantitative goodwill impairment test for its single reporting unit. The fair value of the reporting unit was estimated using a combination of an income approach and a market approach. Based on the results of this quantitative analysis, the Company recognized a non-cash goodwill impairment charge of $352.1 million during the year ended December 31, 2025.

We identified the evaluation of the fair value of the Company’s reporting unit used to estimate goodwill impairment as a critical audit matter. Evaluating the fair value of the reporting unit, including the key assumptions, was complex and required subjective auditor judgment. In particular, the fair value measurement was sensitive to changes in the key assumptions, which were certain forecasted revenue growth rates and the discount rate used in the income approach, and the selection of relevant market multiples assumption used in the market approach. Changes in these key assumptions could have had a significant impact on the fair value of the reporting unit and the goodwill impairment charge. Additionally, specialized skills and knowledge were required in the evaluation of the discount rate and the market multiples assumption.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s goodwill impairment process, including controls related to the development of the key assumptions. We performed a sensitivity analysis to assess the impact of possible changes to the key assumptions on the measurement date fair value for the reporting unit. We evaluated certain revenue growth rates by comparing them to industry data, market data, and historical results of the reporting unit. We involved valuation professionals with specialized skills and knowledge, who assisted in

•evaluating the discount rate by comparing it to a weighted average cost of capital range that was independently developed using publicly available market data for comparable entities and the discount rate used in a previous acquisition;

•evaluating selected market multiples by comparing them to publicly available market data for comparable publicly traded companies with similar characteristics to the reporting unit; and

•developing an independent estimate of the fair value of the reporting unit using the independently developed discount rate and the Company’s cash flow forecasts, market multiples, and other inputs and comparing the resulting fair value to the Company’s estimate.

/s/KPMG LLP

We have served as the Company’s auditor since 2013.

New York, New York

March 16, 2026

KPMG LLP, a Delaware limited liability partnership and a member firm of

the KPMG global organization of independent member firms affiliated with

KPMG International Limited, a private English company limited by guarantee.