Teads Holding Co.

Previous wording

The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide the readers of our financial statements with narrative information from our management, which is necessary to understand our business, financial condition, and results of operations. The MD&A should be read in conjunction with our condensed consolidated financial statements and notes thereto. In addition to the condensed consolidated financial statements prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP financial measures throughout this discussion to provide investors with supplemental metrics used by our management for financial and operational decision making. These measures are supplemental and are not an alternative to our financial statements prepared in accordance with GAAP. See “Non-GAAP Reconciliations” in this Report for the definitions and limitations of these measures, and reconciliations to the most comparable GAAP financial measures.

Current wording

The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide information that management believes is necessary to understand our business, financial condition, and results of operations. The MD&A should be read in conjunction with our condensed consolidated financial statements and notes thereto. In addition to the condensed consolidated financial statements prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP financial measures throughout this discussion to provide investors with supplemental metrics used by our management for financial and operational decision making. These measures are supplemental and are not an alternative to our financial statements prepared in accordance with GAAP. See “Non-GAAP Reconciliations” in this Report for the definitions and limitations of these measures, and reconciliations to the most directly comparable GAAP financial measures.

Previous wording

Teads Holding Co. (together with its consolidated subsidiaries, “Teads,” the “Company,” “we,” “our,” or “us”) is a leading omnichannel advertising platform focused on driving outcomes for brand and performance advertisers across the digital ecosystem. We connect global advertisers with an expansive network of media owners across the open web, connected TV (“CTV”), and in‑app environments. The Company is headquartered in New York, New York, with additional operations in Europe, the Middle East, and Asia.

Current wording

Teads Holding Co. (together with its consolidated subsidiaries, “Teads,” the “Company,” “we,” “our,” or “us”) is a leading omnichannel advertising platform focused on driving outcomes for brand and performance advertisers across the digital ecosystem. We connect global advertisers with an expansive network of media owners across the open web, connected TV (“CTV”), and in‑app environments. The Company is headquartered in New York, New York, with additional operations throughout North America, Europe, the Middle East, and Asia.

Previous wording

The three months ended March 31, 2026, represent the first full-quarter comparative period following the acquisition of TEADS, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (the “Acquisition”). Consequently, our current results reflect the fully consolidated operations of the combined company. This overview highlights material developments in our business and should be read in conjunction with the more comprehensive business and industry discussion included in the 2025 Form 10-K.

Current wording

As a result of the acquisition(the “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 accompanying condensed consolidated financial statements include the results of Legacy Teads’ operations from the Acquisition date of February 3, 2025. Our current results therefore reflect the fully consolidated operations of the combined company, and each of the three-month periods ended June 30, 2026 and 2025 reflects a full three months of consolidated operations following the Acquisition. However, the financial information presented for the six months ended June 30, 2026 is not directly comparable to the financial information presented for the corresponding prior year period, which reflects the operations of Legacy Teads only from the Acquisition date. This overview highlights material developments in our business and should be read in conjunction with the more comprehensive business and industry discussion included in the 2025 Form 10-K.

Previous wording

Following the Acquisition, we focused on the integration of our operations amid operational challenges inherent in returning a combined global company to growth. Building on the restructuring of our go-to-market organization in the second half of 2025, we continue to execute our broader strategic restructuring plan (the “Strategic Plan”) announced in December 2025, which is intended to reduce operating costs, improve operating margins and advance the Company’s commitment to profitable growth. The Strategic Plan, which resulted from a comprehensive review of our business portfolio and operational structure, involves a reduction of the Company’s global workforce by approximately 10% as we realign our commercial and product teams around distinct growth pillars. A key component of this strategy is the deliberate rationalization of our business portfolio and a focus on supply quality, including the “clean-up” of underperforming inventory. While these optimizations, alongside broader macroeconomic volatility and increased competition on the demand side, contributed to a year-over-year reduction in spend from a limited number of customers, we believe these shifts are essential for the long-term health and transparency of our premium marketplace.

Current wording

Following the Acquisition, we focused on the integration of our operations amid operational challenges inherent in returning a combined global company to growth. Building on the restructuring of our go-to-market organization in the second half of 2025, we substantially completed the actions under our broader strategic restructuring plan (the “Strategic Plan”) announced in December 2025, which is intended to reduce operating costs, improve operating margins and advance the Company’s commitment to profitable growth. The Strategic Plan, which resulted from a comprehensive review of our business portfolio and operational structure, involved a reduction of our global workforce by approximately 10%. A key component of this strategy is the deliberate rationalization of our business portfolio and a focus on supply quality, including the “clean-up” of underperforming inventory. While these optimizations, alongside broader macroeconomic volatility and increased competition on the demand side, contributed to a year-over-year reduction in spend from certain customers, we believe these shifts are essential for the long-term health and transparency of our premium marketplace.

Previous wording

General worldwide economic conditions continue to experience instability, as well as volatility and disruption in the financial markets. These conditions result from factors including geopolitical tensions, including the effects of the Israel-Hamas conflict and the uncertainty regarding the sustainability of the related cease-fire and the conflict involving Israel, the U.S., Iran and surrounding nations, as well as other geopolitical tensions and uncertainties, global supply chain disruptions, labor market volatility, tariffs and trade wars, general economic uncertainty, inflation, fluctuations in U.S. and global interest rates, and currency exchange rate fluctuations. The global economy is also experiencing heightened uncertainty due to market reactions to changes in international trade and tariff policies, recessionary concerns, corporate bankruptcies, and the impact of actual or potential U.S. government shutdowns, which have the potential to further exacerbate inflationary pressures.

Current wording

General worldwide economic conditions continue to experience instability, as well as volatility and disruption in the financial markets. These conditions result from factors including geopolitical tensions, including the effects of the Israel-Hamas conflict and the uncertainty regarding the sustainability of the related cease-fire and the conflict involving the U.S., Iran, Israel and surrounding nations, as well as other geopolitical tensions and uncertainties, global supply chain disruptions, labor market volatility, tariffs and trade wars, general economic uncertainty, inflation, fluctuations in U.S. and global interest rates, and currency exchange rate fluctuations. The global economy is also experiencing heightened uncertainty due to market reactions to changes in international trade and tariff policies, recessionary concerns, corporate bankruptcies, and the impact of actual or potential U.S. government shutdowns, which have the potential to further exacerbate inflationary pressures.

Previous wording

These conditions have negatively impacted our advertisers and, as a result, our business could, if these conditions continue or worsen, adversely impact us in the future, including if our advertisers were to reduce or further reduce their advertising spending. 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 to accurately forecast and plan future business activities. Such volatility 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

These conditions have negatively impacted our advertisers and, as a result, our business has been impacted and could be adversely impacted in the future if these conditions continue or worsen, including if our advertisers were to reduce or further reduce their advertising spending. 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 to accurately forecast and plan future business activities. Such volatility could cause a further reduction or delay in overall advertising demand and spending, or further affect our advertisers’ ability to pay, each of which has negatively impacted, and may continue to negatively impact, our business, financial condition, and results of operations.

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, 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. Although a ceasefire between Israel and Hamas took effect on October 10, 2025, there is no assurance that this agreement will continue to be upheld. More recently, in February 2026, hostilities between Israel and Iran escalated again. In late February 2026, Israel, together with the U.S., conducted a major joint military campaign involving air and missile strikes against targets in Iran. These actions triggered a broad Iranian response and contributed to significant regional instability. The situation remains highly fluid, and we are unable to predict when, or on what terms, this escalation will be resolved. As of the date of the filing of this Report, significant volatility and uncertainty persists throughout the Middle East region, with the potential for continued escalation into a broader and more sustained regional conflict.

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), Syria and Iran, both directly and through proxies. Although a ceasefire between Israel and Hamas took effect on October 10, 2025, there is no assurance that this agreement will continue to be upheld. On February 28, 2026, the U.S. and Israel initiated air strikes against Iranian military targets and leadership. Since then, retaliation by Iran against U.S. and Israeli interests in the Middle East has been widespread. As of the date of the filing of this Report, significant volatility and uncertainty persist throughout the Middle East region, with the potential for continued escalation into a broader and more sustained regional conflict.

Previous wording

For the three months ended March 31, 2026, thousands of 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 three and six months ended June 30, 2026, thousands of 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

Our growth depends on media partners’ ability to drive traffic to their sites, apps or other properties. The proliferation of social media properties, streaming services and other platforms, as well as the adoption of AI have negatively impacted and may continue to negatively impact the growth of key segments of our media partners, namely digital publishers. At the same time, the trends in user engagement create new opportunities and further needs from the media partners for our solutions to engage users and enhance monetization.

Current wording

Our growth depends on media partners’ ability to drive traffic to their sites, apps or other properties. The proliferation of social media properties, streaming services and other platforms, as well as the adoption of AI, have negatively impacted, and may continue to negatively impact, the growth of key segments of our media partners, namely digital publishers. These dynamics have contributed to a decline in page view volume across our publisher partners, thereby reducing the advertising inventory available for monetization on our platform, as described under “—Generative AI and Publisher Traffic Trends” above. At the same time, the trends in user engagement underscore the media partner need for our solutions to engage users and enhance overall monetization.

Previous wording

The available mediums and formats for consumers to engage with media has greatly expanded over the last several years. As this evolution in media consumption and consumer behavior continues, we are focused on utilizing our AI prediction technology to bring curated, relevant consumer experiences to these new devices, experiences and formats.

Current wording

The available mediums and formats for consumers to engage with media have greatly expanded over the last several years. As this evolution in media consumption and consumer behavior continues, we are focused on utilizing our AI prediction technology to bring curated, relevant consumer experiences to these new devices, experiences and formats.

Previous wording

Examples of environments in which content consumption is expected to grow include CTV, online video, mobile in-app environments, and within Large Language Models (“LLMs”) interfaces. Our omnichannel outcomes platform enables advertisers to not only reach their audiences across the broad digital advertising ecosystem — 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 growing include CTV, online video, mobile in-app environments, and within Large Language Models (“LLMs”) interfaces. Our omnichannel outcomes platform enables advertisers to not only reach their audiences across the broad digital advertising ecosystem — from web, to CTV, to app environments — but to drive outcomes from those audiences at each step of the marketing funnel.

Previous wording

At the same time, the proliferation of generative AI tools, particularly their integration into major search engines and web browsers, is causing a shift in how users discover and consume content online. These tools can provide users with direct answers and AI-generated summaries, which has reduced their need to click through to original publisher websites. This trend of bypassing the traditional user journey to a publisher’s site could lead to a significant decline in direct user traffic. A reduction in traffic to our media partners directly decreases the inventory of advertising impressions available for us to monetize, which has affected, and could in the future have a significant effect on, our revenue and results of operations. For additional information regarding the impact of these trends and the related risks to our business, see “Business—Industry” and “Risk Factors” in our 2025 Form 10-K.

Current wording

At the same time, the proliferation of generative AI tools, particularly their integration into major search engines and web browsers, is causing a shift in how users discover and consume content online. These tools can provide users with direct answers and AI-generated summaries, which has reduced their need to click through to original publisher websites. This trend of bypassing the traditional user journey to a publisher’s site has contributed, and could continue to contribute to a decline in direct user traffic. A reduction in traffic to our media partners directly decreases the inventory of advertising impressions available for us to monetize, which has affected, and could in the future have a significant effect on, our revenue and results of operations. For additional information regarding the impact of these trends on our business, see “—Recent Trends, Risks and Uncertainties—Generative AI and Publisher Traffic Trends” above, and for the related risks, see “Business—Industry” and “Risk Factors” in our 2025 Form 10-K.

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. For additional information regarding changing industry dynamics with respect to industry participants and the regulatory environment, see “Business—Industry,”“Business—Regulatory” and“Risk Factors” in our 2025 Form 10-K.

Current wording

Regulators across most developed markets continue to be focused on enacting and enforcing user privacy rules, as well as requirements relating to the development and deployment of AI, including transparency and labeling obligations for AI- generated content, and on maintaining significant oversight over the competitive practices of the major “walled garden” platforms. In the United States, the absence of a comprehensive federal privacy law has produced fragmented state frameworks that continue to create compliance complexity. In the EU, the Digital Markets Act and Digital Services Act are actively being enforced against designated gatekeeper platforms, with recent actions targeting consent practices, data portability and advertising transparency. Industry participants will likely continue to be impacted by changes implemented by platform leaders. For example, although Google has announced that it does not intend to deprecate third-party cookies in its Chrome web browser, its evolving approach to privacy and tracking controls in Chrome will continue to affect our and our clients’ compliance requirements. For additional information regarding changing industry dynamics with respect to industry participants and the regulatory environment, see “Business—Industry,”“Business—Regulatory” and“Risk Factors” in our 2025 Form 10-K.

Previous wording

In addition, expenditures by advertisers tend to be cyclical and discretionary in nature, reflecting changes in brand advertising strategy, budgeting constraints, and buying patterns, and a variety of other factors, many of which are outside of our control. The quarterly rate of increase in our traffic acquisition costs is generally commensurate with the quarterly rate of increase in our revenue. However, traffic acquisition costs have, at times, grown at a faster or slower rate than revenue, primarily due to the mix of the revenue generated or contracted terms with media partners. We generally expect these seasonal trends to continue, though historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and macroeconomic conditions. These trends will affect our operating results and we expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

Current wording

In addition, expenditures by advertisers tend to be cyclical and discretionary in nature, reflecting changes in brand advertising strategy, budgeting constraints, and buying patterns, and a variety of other factors, many of which are outside of our control. The quarterly rate of increase/decrease in our traffic acquisition costs is generally commensurate with the quarterly rate of increase/decrease in our revenue. However, traffic acquisition costs have, at times, grown at a faster or slower rate than revenue, primarily due to the mix of the revenue generated or contracted terms with media partners. We generally expect these seasonal trends to continue, though historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and macroeconomic conditions. These trends will affect our operating results and we expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

Previous wording

Our revenue is impacted by the level of advertiser demand for our products and by the volume, quality, and performance of available advertising inventory. Demand fluctuates based on macroeconomic conditions, seasonal advertising patterns, campaign performance, brand and performance marketing budgets, and advertiser ROAS expectations. As advertisers achieve their desired ROAS on our platform, they may increase budgets or expand usage of our full‑funnel solutions over time.

Current wording

Our revenue is impacted by the level of advertiser demand for our products and by the volume, quality, and performance of available advertising inventory. Demand fluctuates based on macroeconomic conditions, seasonal advertising patterns, campaign performance, advertiser ROAS expectations, and budget dynamics across advertiser types. Enterprise marketers and agencies deploy budgets to drive a range of brand outcomes, from awareness, consideration and intent to lower-funnel outcomes such as site traffic or app downloads. By contrast, direct response and SME advertisers generally operate against defined performance targets, with spend scaling based on measurable conversion efficiency. To the extent advertisers (of all types) achieve their desired outcomes on our platform, they may increase budgets or expand usage of our solutions over time.

Previous wording

Impairment of Intangible Assets. Impairment of intangible assets 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.

Current wording

Impairment Charges. Impairment charges consist of non-cash charges recognized when the carrying amount of an asset or asset group is not recoverable or exceeds its estimated fair value, as applicable. These charges may include impairments of goodwill, acquired intangible assets, property and equipment, capitalized software and other long-lived assets. Impairment charges recognized during the six months ended June 30, 2025 relate to intangible assets and capitalized software associated with the discontinuance of the video product offering associated with vi during the first quarter of 2025.

Previous wording

Interest Expense. Interest expense consists of interest on our 10.000% senior secured notes due 2030 (“Senior Secured Notes”), the Overdraft Facility (as defined below) assumed in the Acquisition, our revolving credit facilities, interest and fees on our senior secured bridge term loan credit facility drawn and repaid during the first quarter of 2025, and amortization of the related discount and deferred financing fees. Interest expense may increase if we incur any borrowings under our 2025 Revolving Facility (as defined below) or if we enter into new debt facilities or finance lease arrangements.

Current wording

Interest Expense. Interest expense primarily consists of interest on our 10.000% senior secured notes due 2030 (“Senior Secured Notes”), the Overdraft Facility (as defined below) assumed in the Acquisition, our revolving credit facilities, and amortization of debt discounts and deferred financing cost. Interest expense for 2025 also included interest and fees on our senior secured bridge term loan credit facility drawn and repaid during the first quarter of 2025. Interest expense may increase if we incur any borrowings under our 2025 Revolving Facility (as defined below) or if we enter into new debt facilities or finance lease arrangements.

Previous wording

We have one operating segment, which is also our reportable segment. The following table sets forth our condensed consolidated results for the periods presented. Our 2026 results incorporate a full quarter of combined operations, whereas our 2025 results include the Legacy Teads business only from the Acquisition date of February 3, 2025, through March 31, 2025. Because the prior year period includes the results of the acquired business for only a portion of the quarter, the financial information presented for the three months ended March 31, 2026 is not directly comparable to the corresponding prior year period.

Current wording

We have one operating segment, which is also our reportable segment. The following table sets forth our condensed consolidated results for the periods presented. Our 2026 results incorporate a full six months of combined operations, whereas our 2025 results include the Legacy Teads business only from the Acquisition date of February 3, 2025, through June 30, 2025 for the year-to-date period. Because the prior year six-month period includes the results of the acquired business for only a portion of the six-month period, the financial information presented for the six months ended June 30, 2026 is not directly comparable to the corresponding prior year period. Conversely, the financial information presented for the three months ended June 30, 2026 and 2025 is directly comparable, as both quarterly periods reflect a full three months of consolidated operations following the Acquisition.

Previous wording

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

Current wording

Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025

Previous wording

Revenue for the three months ended March 31, 2026 included net favorable foreign currency effects of approximately $11.6 million. On a constant currency basis, revenue decreased $32.0 million, or 11.2%, compared to the prior year period.

Current wording

Revenue for the three and six months ended June 30, 2026 included net favorable foreign currency effects of approximately $0.8 million and $11.6 million, respectively. On a constant currency basis, revenue decreased $59.3 million, or 17.3%, and $90.5 million, or 14.4%, respectively, compared to the corresponding prior year periods.

Previous wording

The decrease was primarily driven by lower revenue volumes and a favorable change in revenue mix toward higher-margin offerings. As a percentage of revenue, traffic acquisition costs decreased to 59.4% for the three months ended March 31, 2026, from 64.0% for the three months ended March 31, 2025.

Current wording

Traffic acquisition costs — decreased $37.7 million, or 19.0%, to $161.2 million for the three months ended June 30, 2026, from $198.9 million for the three months ended June 30, 2025. Traffic acquisition costs decreased $62.9 million, or 16.4%, to $319.3 million for the six months ended June 30, 2026, from $382.2 million for the six months ended June 30, 2025. These decreases were primarily driven by lower revenue and a favorable change in revenue mix toward higher-margin offerings.

Previous wording

Other cost of revenue — increased $3.8 million, or 18.5%, to $24.3 million for the three months ended March 31, 2026, compared to $20.5 million in the prior year period. This increase was primarily the result of a full quarter of consolidated operations across our expanded platform compared to the partial period results in the prior year following the Acquisition and higher amortization expense of approximately $1.3 million. As a percentage of revenue, other cost of revenue increased to 9.1% for the three months ended March 31, 2026, from 7.1% for the three months ended March 31, 2025.

Current wording

Other cost of revenue increased $7.6 million, or 17.2%, to $52.0 million for the six months ended June 30, 2026 compared to $44.4 million in the prior period. The increase was primarily driven by the inclusion of an additional month of consolidated operations in 2026 compared to 2025, higher technology costs associated with our expanded platform and higher amortization expense of approximately $1.5 million. As a percentage of revenue, other cost of revenue increased 2.4% to 9.5% for the six months ended June 30, 2026 from 7.1% for the six months ended June 30, 2025.

Previous wording

Operating expenses decreased $21.7 million, or 17.1%, to $105.4 million for the three months ended March 31, 2026, from $127.1 million for the three months ended March 31, 2025. This decrease included net unfavorable foreign currency effects of approximately $6.9 million. The decrease was primarily driven by the following factors:

Current wording

Operating expenses decreased $32.9 million, or 13.2%, to $216.7 million for the six months ended June 30, 2026 compared to $249.6 million for the six months ended June 30, 2025. The decrease was primarily driven by the following factors:

Previous wording

•the absence in 2026 of $15.6 million in impairment charges recorded in 2025 related to the discontinuation of a legacy video product offering;

Current wording

•Impairment charges — the absence in 2026 of $15.6 million in impairment charges recorded in the first quarter of 2025 related to the discontinuation of a legacy video product offering;

Previous wording

•$1.7 million in restructuring charges during the three months ended March 31, 2026, compared to $7.3 million during the three months ended March 31, 2025. We estimate that total charges to be incurred under the Strategic Plan will range from approximately $8.0 million to $12.0 million and we expect it to result in annualized cost savings of approximately $35.0 million to $40.0 million. We expect the actions associated with the Strategic Plan to be substantially complete in the first half year of 2026, subject to local law and consultation requirements.

Current wording

•Restructuring charges — decreased $6.0 million compared to the six months ended June 30, 2025. The actions associated with the Strategic Plan have been substantially completed, subject to the completion of certain actions governed by local law and consultation requirements. We expect the Strategic Plan to result in annualized cost savings of approximately $35.0 million to $40.0 million;

Previous wording

Other (expense) income, net decreased $5.6 million, or 23.9%, to $18.0 million for the three months ended March 31, 2026, from $23.6 million for the three months ended March 31, 2025, primarily related to a $5.7 million decrease in interest expense to $17.4 million for the three months ended March 31, 2026 from $23.1 million for the three months ended March 31, 2025. This decrease was primarily attributable to the absence of $13.3 million in fees and interest related to the $625 million senior secured bridge term loan credit facility (the “Bridge Facility”) incurred during the first quarter of 2025 to finance the Acquisition, which was subsequently repaid in February 2025. These savings were partially offset by a $7.6 million increase in interest expense related to the Senior Secured Notes, which totaled $16.8 million during three months ended March 31, 2026, compared to $9.2 million in the prior year period. The increase in interest on the Senior Secured Notes reflects a full quarter of interest and amortization of related discounts and deferred financing fees in 2026, compared to a partial period in 2025.

Current wording

Other (expense) income, net improved $3.9 million, or 9.5%, to $(37.5) million for the six months ended June 30, 2026, from $(41.4) million for the six months ended June 30, 2025. The improvement is primarily attributable to a $5.8 million decrease in interest expense. The decrease in interest expense reflected the absence in 2026 of $13.3 million in fees and interest related to the $625 million senior secured bridge term loan credit facility (the “Bridge Facility”) which was incurred and repaid during February 2025 in connection with financing the Acquisition. This decrease was partially offset by a $7.6 million increase in interest expense related to the Senior Secured Notes. Interest expense for the Senior Secured Notes was $33.7 million for the six months ended June 30, 2026, compared to $26.1 million for the six months ended June 30, 2025, reflecting a full six months of interest expense and amortization of related debt discount and deferred financing costs in 2026, compared to a partial period in 2025. The improvement was also partially offset by the absence in 2026 of the $1.2 million gain on the repurchase of long-term debt recognized during the second quarter of 2025.

Previous wording

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the U.S.. In 2026, Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income have been modified to net controlled-foreign-corporation tested income (“NCTI”) and foreign-derived deduction eligible income (“FDDEI”), respectively. The OBBBA provisions did not have a material impact on the Company’s total tax benefits for the three months ended March 31, 2026.

Current wording

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the U.S.. In 2026, Global Intangible Low-Taxed Income and Foreign-Derived Intangible Income have been modified to net controlled-foreign-corporation tested income (“NCTI”) and foreign-derived deduction eligible income (“FDDEI”), respectively. The OBBBA provisions did not have a material impact on the Company’s total tax benefits for the six months ended June 30, 2026.

Previous wording

As a result of the foregoing, we recorded a net loss of $38.8 million for the three months ended March 31, 2026, as compared to net loss of $54.8 million for the three months ended March 31, 2025.

Current wording

As a result of the foregoing, we recorded net losses of $42.5 million and $81.3 million, respectively, for the three and six months ended June 30, 2026, as compared to net losses of $14.3 million and $69.2 million, respectively, for the three and six months ended June 30, 2025.

Previous wording

Our Adjusted EBITDA decreased $9.9 million to $0.8 million for the three months ended March 31, 2026 from $10.7 million for the three months ended March 31, 2025, including net unfavorable foreign currency effects of approximately $1.6 million. See “Non-GAAP Reconciliations” for the related definitions of Adjusted EBITDA and reconciliations to our net loss.

Current wording

Our Adjusted EBITDA decreased $20.0 million to $7.0 million for the three months ended June 30, 2026 from $27.0 million for the three months ended June 30, 2025, including net unfavorable foreign currency effects of approximately $2.5 million. Our Adjusted EBITDA decreased $30.0 million to $7.7 million for the six months ended June 30, 2026 from $37.7 million for the six months ended June 30, 2025, including net unfavorable foreign currency effects of approximately $4.1 million. These decreases were primarily driven by the lower revenue and Ex-TAC Gross Profit discussed above, partially offset by lower operating expenses. See “Non-GAAP Reconciliations” for the related definitions of Adjusted EBITDA and reconciliations to our net loss.

Previous wording

The following table presents the reconciliation of free cash flow to net cash provided by operating activities.

Current wording

The following table presents the reconciliation of free cash flow to net cash (used in) provided by operating activities:

Previous wording

Our primary sources of liquidity are cash receipts from advertisers, cash and cash equivalents, investments in marketable securities, and available borrowing capacity under our 2025 Revolving Facility (as defined below).

Current wording

Our primary sources of liquidity have been cash receipts from advertisers, cash and cash equivalents, investments in marketable securities, and available borrowing capacity under our 2025 Revolving Facility (as defined below).

Previous wording

As of March 31, 2026, we had cash and cash equivalents of $85.5 million and short-term investments of $13.2 million. In addition, we had up to $40.0 million of available borrowing capacity under our 2025 Revolving Facility (as defined below), subject to customary conditions and covenant limitations.

Current wording

As of June 30, 2026, we had cash and cash equivalents of $88.0 million and short-term investments of $3.0 million. In addition, we had up to $40.0 million of available borrowing capacity under our 2025 Revolving Facility (as defined below), subject to customary conditions and covenant limitations.

Previous wording

As of March 31, 2026, approximately $66.7 million of our cash was held by non-U.S. subsidiaries, The Company’s previously undistributed earnings of foreign subsidiaries are not indefinitely reinvested due to current U.S. funding needs. At March 31, 2026 we have a deferred tax liability of $8.4 million associated with the expected tax consequences of future distributions of foreign earnings, including amounts related to cash and cash equivalents held outside the United States.

Current wording

As of June 30, 2026, approximately $58.3 million of our cash was held by non-U.S. subsidiaries. The Company’s previously undistributed earnings of foreign subsidiaries are not indefinitely reinvested due to current U.S. funding needs. At June 30, 2026, we have a deferred tax liability of $8.7 million associated with the expected tax consequences of future distributions of foreign earnings, including amounts related to cash and cash equivalents held outside the United States.

Previous wording

We have historically experienced higher cash collections during the first quarter due to seasonally strong fourth quarter sales, which typically results in a reduction in working capital requirements during the first quarter. We expect this seasonal collection pattern to continue; however, our net cash provided by operating activities is also subject to the timing of semi-annual interest payments occurring in February and August of each year. In the first quarter of 2026, this resulted in a $31.4 million cash outflow. There was no comparable interest payment in the first quarter of 2025 as the underlying debt facility was entered into in the first quarter of 2025, with the first semi-annual payment occurring in August 2025.

Current wording

We have historically experienced higher cash collections during the first quarter of the calendar year due to seasonally strong fourth quarter sales, which typically results in a reduction in working capital requirements during that period. We expect this seasonal collection pattern to continue, subject to the impact of the factors described above under “Factors Affecting Our Business”; however, our net cash from operating activities is also subject to the timing of semi-annual interest payments on our Senior Secured Notes, discussed below, which occur in February and August of each year. During the six months ended June 30, 2026, the February interest payment resulted in a $31.4 million cash outflow. There was no comparable interest payment during the six months ended June 30, 2025 as the underlying debt was issued in the first quarter of 2025, with the first semi-annual payment occurring in August 2025.

Previous wording

On December 14, 2022, our Board approved a stock repurchase program authorizing us to repurchase up to $30 million of our Common Stock. There were no shares repurchased under the stock repurchase program during three months ended March 31, 2026. As of March 31, 2026, the remaining availability under our $30 million share repurchase program was $6.6 million.

Current wording

On December 14, 2022, our Board approved a stock repurchase program authorizing us to repurchase up to $30 million of our Common Stock. There were no shares repurchased under the stock repurchase program during six months ended June 30, 2026. As of June 30, 2026, the remaining availability under our $30 million share repurchase program was $6.6 million.

Previous wording

In addition, we periodically withhold shares to satisfy employee tax withholding obligations in connection with the vesting of equity awards. During the three months ended March 31, 2026 and 2025, we withheld 45,161 shares and 73,000 shares, respectively, with a fair value of less than $0.1 million and $0.4 million, respectively, to satisfy the minimum employee tax withholding obligations.

Current wording

In addition, we periodically withhold shares to satisfy employee tax withholding obligations in connection with the vesting of equity awards. During the three and six months ended June 30, 2026, the Company withheld 63,309 and 108,470 shares, respectively, with fair values of less than $0.1 million and $0.1 million, respectively, to satisfy employee tax withholding obligations. During the three and six months ended June 30, 2025, the Company withheld 70,108 and 143,108 shares, respectively, with fair values of $0.2 million and $0.6 million, respectively.

Previous wording

In the ordinary course of business, we enter into non-cancelable purchase commitments, primarily related to data services, hosting and network infrastructure, and other technology and platform-related costs. These commitments support the ongoing operation and scalability of our platform. See “Other Contractual Cash Obligations” disclosure within “Liquidity and Capital Resources” section of our 2025 Form 10-K for detailed disclosures of our other material cash obligations as of December 31, 2025.

Current wording

In the ordinary course of business, we enter into non-cancelable purchase commitments, primarily related to data services, hosting and network infrastructure, and other technology and platform-related costs. These commitments support the ongoing operation and scalability of our platform. See “Other Contractual Cash Obligations” disclosure within the “Liquidity and Capital Resources” section of our 2025 Form 10-K for detailed disclosures of our other material cash obligations as of December 31, 2025.

Previous wording

Net cash used in operating activities increased $33.9 million, to $34.9 million for the three months ended March 31, 2026, as compared to $1.0 million for the three months ended March 31, 2025, primarily driven by the $31.4 million semi-annual interest payment made in February 2026 for our Senior Secured Notes.

Current wording

Net cash provided by operating activities decreased $49.8 million, from net cash provided of $24.1 million for the six months ended June 30, 2025 to net cash used of $25.7 million for the six months ended June 30, 2026. The decrease primarily reflected lower operating profitability, a $30.1 million increase in cash paid for interest, including the $31.4 million semi-annual interest payment on our Senior Secured Notes made in February 2026, and changes in working capital.

Previous wording

Cash used in investing activities decreased $537.7 million to cash used of $8.6 million in the three months ended March 31, 2026, from cash used of $546.3 million in the three months ended March 31, 2025. This change was primarily related to the prior year $598.3 million of cash consideration paid, net of cash acquired, in connection with the Acquisition.

Current wording

Net cash used in investing activities decreased $544.8 million to $4.1 million for the six months ended June 30, 2026, from $548.9 million for the six months ended June 30, 2025. The decrease was primarily attributable to the absence in 2026 of $598.3 million of cash consideration paid, net of cash acquired, in connection with the Acquisition. This decrease was partially offset by lower net proceeds from sales and maturities of marketable securities in 2026 compared to the prior-year period.