NASDAQ: TEAD

Teads Holding Co.

CIK 0001454938 · SIC 7370 · Computer & Data Processing

Mid Revenue $1.3B Assets $1.2B as of Sep 6, 2026

On February 3, 2025, Outbrain Inc. (“Outbrain”) completed its 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 consideration paid at the… About this business →

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8-K Filed Aug 14, 2026 · Period ending Aug 11, 2026

Summary not yet generated.

10-Q Filed Aug 7, 2026 · Period ending Jun 30, 2026 Red flag

revenue $284.6M, net income -$42.5M. Revenue falls 17% to as operating loss widens on publisher traffic declines

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8-K Filed Aug 6, 2026 · Period ending Aug 6, 2026

Summary not yet generated.

8-K Filed Aug 3, 2026 · Period ending Aug 3, 2026

Summary not yet generated.

8-K Filed Jun 8, 2026 · Period ending Jun 5, 2026 Standing risk

Teads regains Nasdaq compliance after stock price recovers above $1.00 minimum

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8-K Filed May 15, 2026 · Period ending May 14, 2026

Teads shareholders authorize reverse stock split of up to 1-for-25

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10-Q Filed May 8, 2026 · Period ending Mar 31, 2026

revenue $266.0M, net income -$38.8M. Teads revenue falls 7% as AI search, inventory cleanup, Iran strikes weigh on Q1 results

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8-K Filed May 7, 2026 · Period ending May 7, 2026

Teads reports Q1 2026 earnings via press release

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10-K Filed Mar 16, 2026 · Period ending Dec 31, 2025 Red flag

revenue $1.30B, net income -$517.1M. Teads acquisition closes; goodwill impairment, two restructurings, AI traffic declines hit results

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10-Q Filed Nov 6, 2025 · Period ending Sep 30, 2025

Summary not yet generated.

10-Q Filed Aug 8, 2025 · Period ending Jun 30, 2025

Summary not yet generated.

10-Q Filed May 12, 2025 · Period ending Mar 31, 2025

Summary not yet generated.

10-K Filed Mar 7, 2025 · Period ending Dec 31, 2024

Summary not yet generated.

Latest financial statements

From 10-Q filed Aug 7, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except for share and per share data)

Description Three months ended June 30, 2026 Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025
Revenue 284,589 343,096 550,572 629,453
Cost of revenue:
Traffic acquisition costs 161,200 198,927 319,309 382,162
Other cost of revenue 27,789 23,905 52,047 44,377
Total cost of revenue 188,989 222,832 371,356 426,539
Gross profit 95,600 120,264 179,216 202,914
Operating expenses:
Research and development 11,355 13,285 22,037 27,264
Sales and marketing 70,253 79,676 136,710 133,413
General and administrative 28,403 27,888 54,983 64,365
Impairment of intangible assets 15,614
Restructuring charges 1,238 1,674 2,941 8,953
Total operating expenses 111,249 122,523 216,671 249,609
Loss from operations (15,649) (2,259) (37,455) (46,695)
Other (expense) income:
Gain on repurchase of long-term debt 1,225 1,225
Interest expense (17,417) (17,524) (34,826) (40,648)
Other (expense) income and interest income, net (2,113) (1,506) (2,672) (1,990)
Total other (expense) income, net (19,530) (17,805) (37,498) (41,413)
Loss before income taxes (35,179) (20,064) (74,953) (88,108)
Provision (benefit) for income taxes 7,300 (5,751) 6,312 (18,952)
Net loss (42,479) (14,313) (81,265) (69,156)
Weighted average shares outstanding:
Basic 97,299,602 94,492,931 96,792,491 86,269,441
Diluted 97,299,602 94,492,931 96,792,491 86,269,441
Net loss per common share:
Basic (0.44) (0.15) (0.84) (0.80)
Diluted (0.44) (0.15) (0.84) (0.80)

Condensed Consolidated Balance Sheets

(In thousands, except for number of shares and par value)

Description June 30, 2026 (Unaudited) December 31, 2025
ASSETS:
Current assets:
Cash and cash equivalents 88,016 128,223
Short-term investments in marketable securities 2,995 10,476
Accounts receivable, net of allowances 282,179 342,352
Prepaid expenses and other current assets 32,934 49,347
Total current assets 406,124 530,398
Non-current assets:
Property, equipment and capitalized software, net 54,302 50,998
Operating lease right-of-use assets, net 28,622 28,810
Intangible assets, net 342,516 376,578
Goodwill 273,826 280,991
Deferred tax assets 9,404 10,485
Indemnification asset 28,742 27,789
Other assets 18,708 21,925
TOTAL ASSETS 1,162,244 1,327,974
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable 214,824 258,634
Accrued compensation and benefits 35,370 40,192
Deferred revenue 14,958 14,930
Short-term debt 7,081 17,595
Accrued and other current liabilities 140,767 152,710
Total current liabilities 413,000 484,061
Non-current liabilities:
Long-term debt 607,386 605,113
Operating lease liabilities, non-current 20,442 21,674
Deferred tax liabilities 64,894 73,101
Contingent tax liabilities 36,780 35,078
Other liabilities 12,389 13,510
TOTAL LIABILITIES 1,154,891 1,232,537
Commitments and Contingencies (Note 10)
STOCKHOLDERS’ EQUITY:
Common stock, par value of $0.001 per share − one billion shares authorized; 98,364,526 shares issued and 98,065,162 shares outstanding as of June 30, 2026; 96,171,331 shares issued and 95,980,437 shares outstanding as of December 31, 2025 98 96
Preferred stock, par value of $0.001 per share − 100,000,000 shares authorized, none issued and outstanding as of June 30, 2026 and December 31, 2025
Additional paid-in capital 690,446 685,778
Treasury stock, at cost − 299,364 shares as of June 30, 2026 and 190,894 shares as of December 31, 2025 (646) (533)
Accumulated other comprehensive income 85,283 96,659
Accumulated deficit (767,828) (686,563)
TOTAL STOCKHOLDERS’ EQUITY 7,353 95,437
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 1,162,244 1,327,974

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

Description Six months ended June 30, 2026 Six months ended June 30, 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss (81,265) (69,156)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Gain on repurchase of long-term debt (1,225)
Depreciation and amortization of property and equipment 4,091 4,896
Amortization of capitalized software development costs 4,689 4,775
Amortization of intangible assets 26,201 21,539
Amortization of discount on marketable securities (286) (721)
Stock-based compensation 4,431 6,731
Non-cash operating lease expense 6,543 5,198
Provision for credit losses 4,758 1,464
Amortization of debt discount and issuance costs 2,273 14,087
Deferred income taxes (4,661) (31,847)
Impairment of intangible assets 15,614
Unrealized foreign currency transaction losses 2,153 4,145
Other 18 25
Changes in operating assets and liabilities:
Accounts receivable 51,818 38,572
Prepaid expenses and other current assets 16,616 13,344
Accounts payable, accrued expenses and other current liabilities (58,244) (2,150)
Operating lease liabilities (6,646) (5,426)
Deferred revenue 93 (2,850)
Other non-current assets and liabilities 1,706 7,063
Net cash (used in) provided by operating activities (25,712) 24,078
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of a business, net of cash acquired (598,319)
Purchases of property and equipment (1,841) (4,064)
Capitalized software development costs (10,356) (7,105)
Purchases of marketable securities (13,081) (16,603)
Proceeds from sales and maturities of marketable securities 20,739 77,221
Other 422 1
Net cash used in investing activities (4,117) (548,869)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the Bridge Facility 625,000
Repayments of borrowings under the Bridge Facility (625,000)
Proceeds from senior secured notes 625,305
Partial repayment of long-term debt (7,674)
Payments of deferred financing and debt issuance costs (763) (30,801)
Payment of stock issuance costs (775)
Treasury stock repurchases and share withholdings on vested awards (113) (553)
(Repayments of) proceeds from bank overdrafts, net (10,232) 51
Net cash (used in) provided by financing activities (11,108) 585,553
Effect of exchange rate changes 199 147
Net (decrease) increase in cash, cash equivalents and restricted cash (40,738) 60,909
Cash, cash equivalents and restricted cash Beginning 129,700 89,725
Cash, cash equivalents and restricted cash Ending 88,962 150,634
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash and cash equivalents 88,016 149,449
Restricted cash, included in other assets 946 1,185
Total cash, cash equivalents, and restricted cash 88,962 150,634
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Income tax (refunds) payments, net (8,117) 13,014
Cash paid for interest 32,158 2,095
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Stock consideration issued for acquisition of a business 262,938
Purchases of property and equipment included in accounts payable 11 1,405
Operating lease right-of-use assets obtained in exchange for lease obligations 2,036 13,614
Stock-based compensation capitalized for software development costs 239 328
Unpaid deferred financing costs in accounts payable and accrued expenses 242

Amounts as printed on the EDGAR/iXBRL face — (In thousands, except for share and per share data); (In thousands, except for number of shares and par value); (In thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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About Teads Holding Co.

Source: Item 1 (Business) from the 10-K filed March 16, 2026. Description as filed by the company with the SEC.

Item 1. Business

Acquisition of Teads

On February 3, 2025, Outbrain Inc. (“Outbrain”) completed its 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 consideration paid at the closing of the Acquisition was approximately $900 million, comprising a cash payment of $625 million, subject to certain customary adjustments, and 43.75 million shares of the Company’s common stock, $0.001 par value per share, and following the closing, Altice Teads S.A. owned approximately 46.6% of the Company’s issued and outstanding Common Stock. Effective June 6, 2025, Outbrain changed its corporate name to Teads Holding Co. (“Teads”). Effective June 10, 2025, Teads’ shares started trading on The Nasdaq Stock Market LLC under the trading symbol TEAD.

In this Annual Report on Form 10-K (this “Report”), the consolidated financial statements of the Company include the results of operations for Legacy Teads from February 3, 2025 through December 31, 2025. We are presenting the results of predecessor Outbrain’s operations as of and for the year ended December 31, 2024, which do not include the financial position or results of operations of Legacy Teads as of and for the year ended December 31, 2024.

Throughout this Report, except where otherwise stated or indicated by context, references to the “Company,” “we,” “our,” or “us” are to Teads together with its consolidated subsidiaries, references to “Outbrain” are to our predecessor Outbrain, and references to “Legacy Teads” are to TEADS prior to its acquisition by Outbrain.

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General

The Company is a leading omnichannel advertising platform focused on driving outcomes for brand and performance advertisers across screens. The Company is headquartered in New York, New York with various wholly-owned subsidiaries, including in Europe, the Middle East and Asia.

The Company was initially formed as Outbrain in Delaware in 2006. Effective June 6, 2025, following the Acquisition, the Company changed its corporate name to Teads.

We operate a two-sided marketplace, which creates a scaled end-to-end advertising solution. We have direct relationships with both (i) global advertisers including Fortune 500 brands, agency holding companies, and small-to-medium sized businesses, and (ii) media owners spanning premium publishers to connected TV (“CTV”), application developers and other existing and emerging content platforms. We generate revenue from advertisers purchasing media owner inventory through our platform.

Our platform is designed to enable advertisers to not only reach their audiences across the digital advertising ecosystem — from web, to CTV, to app environments — but to drive desired outcomes from those audiences at each step of the marketing funnel. These outcomes include completed views, post-click engagement, brand uplift, sign-ups, sales, and more. Leveraging our expansive and often exclusive media inventory across platforms, we believe we provide a more connected consumer experience across the digital advertising ecosystem. Our solution is designed to directly address some of the largest challenges in the advertising industry today — including inefficient supply chains and fragmentation, the threat to publisher page views from generative artificial intelligence (“AI”), quality and scale of inventory, and the ability to correlate advertising investment to concrete business outcomes. For advertisers and their agencies, we offer a single access point to scaled audiences across premium, curated media environments, with technology solutions that drive outcomes from branding to performance. For media owners, we provide both sustainable, year-round advertising revenue and technology solutions to more deeply engage and retain audiences.

Our Offerings

As noted above, we operate a two-sided marketplace, forming an end-to-end advertising platform with direct media owner and advertiser relationships. For advertisers, our platform is one of the most scaled solutions to reach audiences across the vast and fragmented channels of the digital advertising ecosystem — including exclusive environments accessible only to us.

Advertiser Solutions: There are multiple buying methods for advertisers to access our solutions — including by cost per click (“CPC”) or cost per thousand impressions (“CPM”), and based on managed- and self-service models. This gives us greater ability to work with a wider set of brands, agencies, and performance marketers, by providing strong value through the level of service, buying preference and platform availability. Regardless of the channel through which an advertiser decides to work with us, we believe our unique value proposition remains that we drive advertising outcomes across the full marketing funnel, from branding to consideration to performance objectives. We also provide extensive, bespoke creative studio solutions —

offering data-driven creative that is tailored to the many environments and channels we offer access to. These offerings are underpinned by omnichannel data and measurement solutions, as well as our predictive AI capabilities, all of which are powered by the proprietary audience and contextual data accessible to us through our media owner relationships.

Go-to-Market Strategy

We vary our approach and investment strategy based on the type of advertisers. For example, for enterprise brands and their agencies, we operate a two-pronged approach that targets both the brand itself and their media planning and buying agencies.

•Strategic Accounts: We manage relationships with our large, global, strategic advertisers through a dedicated strategic accounts team, which aims to secure new strategic advertiser partners and grow spend from existing ones. The strategic accounts team offers a range of in-house consultative services for our largest advertisers, including: (A) Account Strategy: advising on how to utilize our product portfolio; (B) Creative Consultancy: maximizing campaign effectiveness by supporting the creation of elevated video, CTV, and display assets; (C) Data Consultancy: improving an advertiser’s targeting strategy including through context-driven addressability and predictive analytics; and (D) Research and Insights: measuring campaign effectiveness and business outcomes. We believe that the value added through this consultative approach has a positive impact on average spend per customer and on customer retention. As part of our go-to-market strategy, we focus on large, enterprise brands and in some cases establish strategic joint business partnerships (“JBPs”). These JBPs include non-contractual commitments of spend while utilizing the full breadth of our platform across data, creative and measurement.

•Agencies: In addition to our direct relationships with advertisers, we are deeply integrated into the agency ecosystem. We maintain long-standing relationships with global agency holding companies, as well as a range of independent agencies. We employ a combination of global and local account management to navigate these relationships. Finally, we have master service agreements in place with agency holding companies for our proprietary buying interface, Teads Ad Manager. These agency partnerships provide efficient centralized management of advertisers who leverage these agencies to manage their advertising spend.

Media Owner Solutions: We partner with approximately 10,000 media owners, ranging from premium publishers to original equipment manufacturers (“OEMs”) including CTV and smartphone manufacturers. Many of these strategic, long-standing partnerships span multiple years; as of December 31, 2025, our top 20 media partners had an average tenure of 7 years. We believe we are a unique partner to media owners due to the diversity and scale of advertising revenue we provide, with budgets spanning video, high-impact display, native, vertical video and other formats. In addition, we provide technology solutions that enable media owners to more deeply engage their audiences, increasing the total revenue opportunity media owners can realize.

Our media partner agreements generally fall into the following categories: (A) Revenue Share: We share the revenue generated on media partner sites and applications, including variable percentages based on page view volume or total revenue; (B) Programmatic Bidding: We maintain arrangements with media partners to bid on inventory, often on a programmatic basis, where the contract defines the mechanics to participate in the media partner’s auction for access to the media partner’s inventory, with neither party committing to provide or bid on inventory; and (C) Guaranteed Minimums: We may commit to a guaranteed minimum rate of payment to the media partner during the year in order to access such inventory, which may include various media partner commitments, such as defined placements across the media partner sites. The commercial terms of these arrangements, including revenue share percentages, tiering, guaranteed minimum rates and programmatic participation, are influenced by factors such as geography and the size of the media partner, all of which contribute to our overall revenue mix.

Industry

Advertising remains a critical source of revenue for digital media properties, spanning traditional media environments, gaming, streaming and CTV and retail media. As a result, digital advertising enables media consumption for billions of consumers globally, as it finances the creation of journalism, news, and innovative mediums of content and entertainment across thousands of independent properties — creating the diverse content ecosystem that underpins our public discourse and culture. We believe that the following trends are fundamental to the advertising industry and our business.

The digital advertising market is large and our key focus areas within it are growing.

We operate in a large global and growing digital advertising market. The key areas where we operate, namely online video, high-impact display, and CTV, are projected to grow from $140 billion of spend in 2023 to $192 billion in 2027, an 8% compound annual growth rate (‘‘CAGR’’), with video and CTV being the fastest growing segments, with a 10% and 12% CAGR for 2023 and 2027, respectively, as reflected in a third-party report commissioned by us. We believe this projected growth and overall spend across our key geographies is driven by several factors, including:

•The continued proliferation of digital content. As digital has become the mainstream delivery method for content, publishers continue to invest in existing as well as new forms of digital content and content distribution (CTV apps and video content, short videos, curated user-generated content, AI generated summaries, and more), driving further user engagement and growing monetizable advertising inventory.

•The gap between consumer attention and advertising spend. According to industry data, while consumers continue to spend the majority of their online time engaging with independent publishers, news sites, CTV, and streaming audio, digital advertising budgets remain disproportionately concentrated within closed walled garden ecosystems. We believe this discrepancy presents a substantial market opportunity for us. As advertisers increasingly seek to align their expenditures with actual consumer attention, optimize reach beyond the saturation of social platforms, and demand greater transparency than closed systems provide, we are well-positioned to capture any shifting demand in this space by enabling efficient, data-driven access to premium inventory across the digital advertising ecosystem.

•A continuous shift towards data-driven outcomes and performance-oriented advertising. As audiences increasingly engage across digital media platforms, and more purchase data is created, collected, integrated and analyzed digitally, advertisers are leveraging sophisticated measurement and attribution solutions to optimize their advertising spend across the entire marketing funnel. This trend is driving a shift away from legacy media offerings toward data-based solutions capable of delivering concrete business outcomes, from brand awareness to performance-centric metrics.

The digital advertising ecosystem is highly fragmented and inefficient.

The digital advertising ecosystem remains highly fragmented with disparate technology partners providing different, and often competing, services to both advertisers and publishers. Demand-Side Platforms (“DSPs”) focus on advertiser efficiency to provide an at-scale advertising platform to advertisers and brands. Meanwhile, Supply-Side Platforms (“SSPs”) focus on delivering superior yield and monetization solutions to publishers and media owners, ranging from CTV OEMs to traditional web publishers and app developers. This fragmentation involves multiple software, data and quality measurement intermediaries, creating a complex supply chain and ecosystem.

As a result, user targeting is often sub-optimal, driven by the lack of end-to-end integration and technology and privacy challenges (commonly referred to as “signal loss”). This signal loss often affects the ability to demonstrate return-on-ad-spend (“ROAS”) for advertisers. In addition, the reliance on multiple technology intermediaries often leads to higher transaction costs which reduces the working media dollars available for effective advertising and consequently net revenue for publishers.

Large advertisers and their agencies are increasingly seeking to consolidate their technology partnerships. Advertising spend continues to migrate toward large, integrated technology platforms, including both social and walled-gardens players as well as Open Internet vendors, as consolidation provides the following benefits:

•Operational Efficiency. Agencies often experience high employee churn across digital media buying functions, making it challenging and costly to train, onboard and support multiple, redundant, buying platforms and vendors. In addition, advertisers will typically migrate towards using a select number of platforms that enable them to perform their tasks most efficiently – because of reach, features, capabilities, ingrained habits, or a mix thereof.

•Technological Simplification. Advertisers and their agencies are increasingly unable, or unwilling, to manage multiple technological integrations, especially when there is no clear differentiation between vendors. Platforms that offer a single access point to diverse inventory sources can improve operational efficiency by reducing integration complexity and coordination across systems.

•Data Efficacy. Larger and integrated end-to-end platforms benefit from richer data signals, enabling them to provide better results, especially when integrating advertiser and publisher first-party data. An interoperable identity infrastructure that enables connectivity across advertiser, publisher, and agency systems enhances the ability to activate first-party data for targeting, measurement, and optimization.

•Supply-Path Optimization (“SPO”). Larger and integrated end-to-end platforms are generally capable of forcing SPO, which removes unnecessary intermediaries from the transaction chain. This enables the platform to offer better ROAS to advertisers and higher yield to publishers, while potentially retaining higher margins to invest in innovation.

The impact of AI. AI is revolutionizing content creation, distribution and personalization. We expect generative AI to be increasingly used to create highly personalized or engaging content at scale, enabling publishers to efficiently create more monetizable content and grow user engagement. In addition, AI-powered systems are improving content delivery by helping media platforms suggest relevant movies, shows, articles and advertisements. We believe that AI models, including Large

Language Models (LLMs) used in targeting and predictive algorithms, will increasingly enable advertisers to create custom, highly personalized and engaging ads, driving better user engagement, impact and overall spend efficacy. For additional information regarding our strategic approach to these technologies and related risks, see “