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- Nasdaq Minimum Bid Price Deficiency (new) — Stock price fell below $1.00 again starting June 29, 2026, just weeks after regaining compliance, triggering potential delisting risk if the deficiency persists for 30 consecutive business days.
- Google Litigation Retaliation Risk (new) — The company filed an antitrust lawsuit against Google, a critical partner through whose ad technology a meaningful portion of revenue flows, creating risk of retaliatory actions that could disrupt operations and reduce revenue.
Revenue falls 17% to $284.6M as operating loss widens on publisher traffic declines
Filed August 7, 2026 · Period ending June 30, 2026 · Compared to 10-Q Aug 8, 2025 · ~2 min read
Key Financials
SEC XBRL| Metric | PriorJun 30, 2025 | CurrentJun 30, 2026 | Δ |
|---|---|---|---|
| Revenue | $343.1M | $284.6M | ▼ -17.1% |
| Net income (to common) | -$14.3M | -$42.5M | ▼ -196.8% |
| Diluted EPS | -$0.15 | -$0.44 | ▼ -193.3% |
| Operating income | -$2.3M | -$15.6M | ▼ -592.7% |
| Cash & equivalents | $149.4M | $88.0M | ▼ -41.1% |
| Long-term debt | $603.0M | $607.4M | ▲ +0.7% |
| Total assets | $1.77B | $1.16B | ▼ -34.5% |
As reported in XBRL by the filer · 10-Q vs 10-Q. Income figures cover the fiscal quarter (not year-to-date); cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →
Key Number Changes
Prior filing · view on EDGAR →
June 2025 68,315 $2.81 — $6,615
Current filing · view on EDGAR →
June 2026 63,309 $1.19 — $6,615
Prior filing · verify on EDGAR →
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 filing · view on EDGAR → · paraphrased
Our revenue was $284.6 million in the three months ended June 30, 2026, compared to $343.1 million in the three months ended June 30, 2025, including net unfavorable foreign currency effects of approximately $2.5 million. Revenue for the six months ended June 30, 2026 was $550.6 million, compared to $629.5 million for the six months ended June 30, 2025, including net unfavorable foreign currency effects of $4.1 million.
Prior filing · verify on EDGAR →
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 filing · view on EDGAR → · paraphrased
Our Ex-TAC Gross Profit was $123.4 million in the three months ended June 30, 2026, compared to $144.2 million in the three months ended June 30, 2025. Our Ex-TAC Gross Profit was $231.3 million for the six months ended June 30, 2026, compared to $247.3 million for the six months ended June 30, 2025.
Prior filing · verify on EDGAR →
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 filing · verify on EDGAR →
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.
Prior filing · verify on EDGAR →
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 filing · verify on EDGAR →
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.
Prior filing · verify on EDGAR →
Net cash from operating activities increased $11.9 million, to net cash provided by operating activities of $24.1 million for the six months ended June 30, 2025, as compared to net cash provided by operating activities of $12.2 million for the six months ended June 30, 2024. This increase was primarily due to higher working capital of $41.4 million, which was primarily attributable to cash flow generated by the acquired business, an increase in interest payable relating to the Notes, and the timing of cash collections and payments, which included cash outflows for acquisition-related costs and severance costs. This increase was partially offset by a $33.5 million increase in net loss after non-cash adjustments during the six months ended June 30, 2025, compared to the prior year period.
Current filing · verify on EDGAR →
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.
Prior filing · view on EDGAR → · paraphrased
Free cash flow $ (37,909) $ 12,909 Direct acquisition costs — 14,447 Adjusted free cash flow $ (37,909) $ 27,356
Current filing · view on EDGAR → · paraphrased
Our adjusted free cash flow increased to $27.4 million for the six months ended June 30, 2025, as compared to $5.0 million for the six months ended June 30, 2024, primarily driven by higher operating cash flow, adjusted for payments of direct acquisition costs, offset in part by increased capital expenditures and capitalized software development costs.
Prior filing · verify on EDGAR →
We spent $4.1 million in capital expenditures during the six months ended June 30, 2025. We currently anticipate that our capital expenditures will be between $8 million and $11 million in 2025, primarily relating to expenditures for servers and related equipment and other equipment.
Current filing · verify on EDGAR →
We expect capital expenditures to be between $3 million and $5 million for the year ending December 31, 2026, primarily related to servers, computing equipment, and other infrastructure. We also expect capitalized software development costs to be between $20 million and $27 million in 2026, primarily related to continued investment in our platform, including infrastructure to support AI and machine learning capabilities and the development of internal software to enhance scalability and operational efficiency.
Key Changes
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high
Revenue declined 17.1% YoY to $284.6M in Q2 2026 (from $343.1M), driven by strategic portfolio rationalization, a 21% drop in publisher page views (attributed to generative AI integration in search engines), and macroeconomic headwinds.
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high
Operating loss widened 593% to -$15.6M (from -$2.3M), while net loss widened 197% to -$42.5M (from -$14.3M). The smaller net-loss increase reflects a $14.8M improvement in below-the-line items (primarily income tax -$13.1M, non-operating/other -$1.7M), partially offsetting the operational deterioration.
-
high
Adjusted EBITDA fell 74% to $7.0M (from $27.0M), compressing margin to 5.7% of Ex-TAC Gross Profit (from 18.7% prior year). Operating cash flow swung from $24.1M provided to $25.7M used, driven by lower profitability and a $30.1M increase in cash interest paid.
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high
Stock price fell below the $1.00 Nasdaq minimum bid requirement again starting June 29, 2026, just weeks after regaining compliance on June 5. If the price stays below $1.00 for 30 consecutive business days, the company expects a new non-compliance notice and a 180-day cure period.
Risk Factors: Nasdaq Delisting verify on EDGAR → -
high
Filed antitrust lawsuit against Google on August 3, 2026, alleging anticompetitive conduct in ad exchange and publisher ad server markets. Google is both a competitor and a critical partner (a meaningful portion of revenue flows through Google's ad technology), creating risk of retaliation that could disrupt customer service and reduce revenue.
Summary
Teads reported a sharp revenue decline in Q2 2026, falling 17.1% YoY to $284.6M, as the company executed a strategic portfolio rationalization (including a 10% workforce reduction and deliberate inventory cleanup) while facing a 21% drop in publisher page views driven by generative AI integration in search engines.
The operating loss widened 593% to -$15.6M, and Adjusted EBITDA collapsed 74% to $7.0M (5.7% margin, down from 18.7%). Operating cash flow swung from $24.1M provided to $25.7M used, driven by lower profitability and a $30.1M increase in cash interest paid on the Senior Secured Notes.
The net loss widened 197% to -$42.5M, though the increase was smaller than the operating deterioration due to a $14.8M improvement in below-the-line items (primarily income tax -$13.1M, non-operating/other -$1.7M). Two new material risks emerged: the stock price fell below the $1.00 Nasdaq minimum bid requirement again starting June 29, 2026 (just weeks after regaining compliance on June 5), and the company filed an antitrust lawsuit against Google on August 3, 2026, alleging anticompetitive conduct in ad exchange markets. Google is both a competitor and a critical partner—a meaningful portion of revenue flows through Google's ad technology—creating risk of retaliation that could disrupt customer service and reduce revenue. The company launched Teads EngageOS, an AI-powered operating system for publishers, and is opening new programmatic buying channels including AI-native supply in LLM interfaces, but these initiatives are early-stage. Investors should watch whether the stock price regains the $1.00 threshold before triggering a new Nasdaq non-compliance notice, whether the strategic portfolio rationalization stabilizes revenue trends in Q3, and whether Google takes any retaliatory actions that impact the company's ability to monetize inventory through Google's ad technology.
Section-by-Section Diff
Controls
Two new risk factors added: Nasdaq delisting risk (bid price fell below $1 again after June 29) and Google litigation risk.
Added in current filing · verify on EDGAR →
If we fail to comply with the continued listing requirements of Nasdaq, the Common Stock may be delisted, which could adversely affect its market liquidity and market price. To maintain the listing of the Common Stock on Nasdaq, we are required to meet certain listing requirements, including Nasdaq’s Listing Rule 5450(a) (1), which requires us to maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”). As previously disclosed, on December 22, 2025, we received notice from Nasdaq that we were not in compliance with the Minimum Bid Price Requirement, and in accordance with Nasdaq Listing Rule 5810(c) (3) (A) (the “Listing Rule”), we were granted an initial period of 180 calendar days, or until June 22, 2026, to regain compliance. On June 5, 2026, we received notice from Nasdaq that we had regained compliance with the Minimum Bid Price Requirement and that the matter was closed. Since June 29, 2026, the closing bid price of the Common Stock has been below $1.00 per share. Under the Listing Rule, a failure to meet the Minimum Bid Price Requirement is determined to exist if the deficiency continues for a period of 30 consecutive business days. Accordingly, if the closing bid price of the Common Stock remains below $1.00 per share for 30 consecutive business days, we expect to receive a new notice of non-compliance with the Minimum Bid Price Requirement, which would commence a new 180-day compliance period under the Listing Rule.
The company added a new risk factor disclosing that its stock price fell below the $1.00 Nasdaq minimum bid price requirement again starting June 29, 2026, just weeks after regaining compliance on June 5. If the price stays below $1.00 for 30 consecutive business days, the company expects another non-compliance notice and a new 180-day cure period. The disclosure outlines potential consequences of delisting including reduced liquidity, impaired capital-raising ability, and loss of analyst coverage.
Added in current filing · verify on EDGAR →
Our litigation with Google presents potential risks that could adversely affect our business, results of operations and financial condition. On August 3, 2026, we filed a lawsuit in the United States District Court for the Southern District of New York against Google LLC and Alphabet Inc. (together, “Google”) seeking financial damages and other remedies (the “Google Lawsuit”). The Google Lawsuit follows the United States District Court for the Eastern District of Virginia’s ruling that Google LLC had engaged in unlawful anticompetitive practices with respect to certain digital ad tech markets. Google is a significant participant in the digital advertising ecosystem and a competitor to the Company. Moreover, a meaningful portion of our revenue is generated through transactions that involve Google’s advertising technology. The Google Lawsuit is in its early stages, and the outcome and timing of the Google Lawsuit are uncertain and difficult to predict. The Google Lawsuit presents several risks to our business, including the potential for retaliatory actions by Google. Any such actions could disrupt our ability to serve our customers and partners, reduce our revenue, and harm our relationships with publishers and advertisers.
The company filed a lawsuit against Google on August 3, 2026, seeking damages following a federal court ruling that Google engaged in anticompetitive practices in digital ad tech markets. The disclosure highlights that Google is both a competitor and a critical partner (a meaningful portion of revenue flows through Google's ad technology), creating risk of retaliation that could disrupt customer service, reduce revenue, and harm publisher/advertiser relationships. The litigation is in early stages with uncertain outcome and timing.
Show 3 minor / wording changes
Removed from previous filing · view on EDGAR →
Acquisition of Teads On February 3, 2025, we completed the Acquisition of Teads (see Note 2 to the accompanying condensed consolidated financial statements for additional information). Outbrain was the accounting acquirer in the Acquisition under U.S. GAAP and was subject to Section 404 of the Sarbanes-Oxley Act (“SOX”), while Teads, a privately held company, was not subject to Section 404 of SOX. Teads’ financial results have been included in Outbrain’s financial statements for the period subsequent to the Acquisition, from February 3, 2025 through June 30, 2025. As of June 30, 2025, we are still in the process of evaluating the internal controls of the acquired business and integrating it in our existing operations.
The baseline filing disclosed that the company was still evaluating and integrating Teads' internal controls as of June 30, 2025 (four months post-acquisition). This disclosure is absent from the current filing, indicating the integration and evaluation process has been completed over the subsequent year.
Previous filing · verify on EDGAR →
Based on such evaluation, our CEO and CFO have concluded that as of June 30, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Current filing · verify on EDGAR →
Based on such evaluation, our certifying officers have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2026.
The current filing uses a condensed conclusion statement ("effective at a reasonable assurance level") compared to the baseline's more detailed explanation of what the controls are designed to do and how they operate. Both conclude the controls are effective; the current version is more concise and uses "certifying officers" instead of "CEO and CFO."
Previous filing · view on EDGAR →
June 2025 68,315 $2.81 — $6,615
Current filing · view on EDGAR →
June 2026 63,309 $1.19 — $6,615
The number of shares withheld for tax obligations in June decreased from 68,315 shares at $2.81 per share in 2025 to 63,309 shares at $1.19 per share in 2026. The lower share price in 2026 reflects the stock trading near the Nasdaq minimum bid price threshold. Total shares withheld for the quarter decreased from 70,108 in Q2 2025 to 63,309 in Q2 2026.
MD&A
Revenue fell 17% YoY to $284.6M; operating loss widened to -$15.6M; Adjusted EBITDA dropped 74% to $7.0M driven by lower demand and strategic portfolio rationalization.
Previous filing · verify on EDGAR →
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 filing · view on EDGAR → · paraphrased
Our revenue was $284.6 million in the three months ended June 30, 2026, compared to $343.1 million in the three months ended June 30, 2025, including net unfavorable foreign currency effects of approximately $2.5 million. Revenue for the six months ended June 30, 2026 was $550.6 million, compared to $629.5 million for the six months ended June 30, 2025, including net unfavorable foreign currency effects of $4.1 million.
Q2 revenue declined 17% YoY to $284.6M (from $343.1M), and H1 revenue fell 13% to $550.6M (from $629.5M). The baseline period reflected the first full quarter post-Acquisition; the current period shows organic contraction driven by strategic portfolio rationalization, publisher traffic declines, and macroeconomic headwinds.
Previous filing · verify on EDGAR →
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 filing · view on EDGAR → · paraphrased
Our Ex-TAC Gross Profit was $123.4 million in the three months ended June 30, 2026, compared to $144.2 million in the three months ended June 30, 2025. Our Ex-TAC Gross Profit was $231.3 million for the six months ended June 30, 2026, compared to $247.3 million for the six months ended June 30, 2025.
Ex-TAC Gross Profit fell 14% YoY in Q2 (to $123.4M from $144.2M) and 6% in H1 (to $231.3M from $247.3M), reflecting lower revenue and the impact of inventory rationalization. The baseline period showed strong growth due to the Acquisition; the current period reflects organic headwinds.
Previous filing · verify on EDGAR →
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 filing · verify on EDGAR →
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.
Adjusted EBITDA fell 74% YoY in Q2 (to $7.0M from $27.0M) and 79% in H1 (to $7.7M from $37.7M), driven by lower Ex-TAC Gross Profit partially offset by reduced operating expenses. Adjusted EBITDA margin compressed to 5.7% of Ex-TAC Gross Profit (from 18.7% prior year Q2).
Previous filing · verify on EDGAR →
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 filing · verify on EDGAR →
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.
Net loss widened to $42.5M in Q2 2026 (from $14.3M in Q2 2025) and to $81.3M in H1 2026 (from $69.2M in H1 2025), reflecting lower operating profitability and higher interest expense on the Senior Secured Notes.
Previous filing · verify on EDGAR →
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. 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
Current filing · verify on EDGAR →
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.
The company substantially completed a broader Strategic Plan (announced December 2025) involving a 10% workforce reduction and deliberate portfolio rationalization, including "clean-up" of underperforming inventory. This expanded beyond the initial February 2025 restructuring plan and explicitly acknowledges that these actions contributed to YoY revenue declines from certain customers.
Added in current filing · verify on EDGAR →
We are a leading omnichannel advertising platform focused on driving outcomes for brand and performance advertisers across the digital ecosystem. Our recent results highlight two different trajectories across our business: Enterprise advertisers, and Direct Response and SME advertisers. Our Enterprise business, focused largely on branding dollars, consists of global brand and agency partnerships utilizing our omnichannel supply inclusive of Connected TV and is our strategic priority. Enterprise delivered $89 million in Ex-TAC Gross Profit in the three months ended June 30, 2026. Our Direct Response and SME advertisers, focused on performance dollars, include affiliates, search and performance buyers. Direct Response and SME delivered $34 million in Ex-TAC Gross Profit in the three months ended June 30, 2026. This component of our business is experiencing headwinds primarily driven by broader industry trends, as described under “—Generative AI and Publisher Traffic Trends” below.
The company now explicitly segments its business into Enterprise ($89M Ex-TAC GP in Q2) and Direct Response & SME ($34M Ex-TAC GP in Q2), identifying Enterprise as the strategic priority and acknowledging that Direct Response & SME is experiencing headwinds from industry trends. This disclosure was absent from the baseline.
Previous filing · verify on EDGAR →
Our growth depends on media partners’ ability to drive traffic to their sites and generate page views. 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 our media partners’ growth.
Current filing · verify on EDGAR →
The digital advertising ecosystem continues to be impacted by structural shifts and evolving user behaviors, evidenced most prominently by declining traffic trends on the traditional publisher side of the Open Internet. These developments are significantly influenced by the integration of generative artificial intelligence (“AI”) into major search engines and web browsers, which provides direct answers and summaries that are increasingly causing users to bypass the publisher pages. Additionally, other changes in policies and practices by third parties we do not control, most recently by Google, have challenged Open Internet publishers’ ability to drive pageviews and monetize effectively, which has in turn impacted our monetization. We have observed these combined factors contribute to an ongoing decline in page view volume for our publisher partners, thereby reducing the advertising inventory available for monetization on our platform. This decline disproportionately impacts our direct response and SME advertisers, which are most closely tied to open-web performance, and specifically our publisher feed inventory. The decline in page views has resulted in reductions in the buying patterns of direct response and SME advertisers. For our premium publisher partners, we estimate that page views declined by approximately 21% and approximately 16% for the three and six months ended June 30, 2026, respectively, compared to the corresponding prior year periods.
The company now quantifies the impact of generative AI on publisher traffic, estimating page views declined 21% in Q2 and 16% in H1 2026 for premium publisher partners. It explicitly links this to reduced inventory, lower Direct Response & SME advertiser spend, and Google policy changes. The baseline acknowledged AI as a headwind but provided no quantification or detailed mechanism.
Added in current filing · verify on EDGAR →
While this broader evolution presents challenges to traditional publisher traffic patterns, it also creates opportunities for platform innovation and engagement. Our strategy is intended to address these shifts in several respects. We launched Teads EngageOS, an AI-powered operating system for publishers that unifies editorial content and ad inventory, with the objective of optimizing total publisher revenue across a reader session — designed to protect audience engagement while delivering higher yield. In addition, we are opening additional programmatic buying channels at higher margins, including AI-native supply channels in emerging environments such as large language model interfaces, and launching a vertical video format that enables advertisers to use creative assets developed for other platforms.
The company launched Teads EngageOS, an AI-powered operating system for publishers designed to optimize total publisher revenue across a reader session. It also disclosed new programmatic buying channels including AI-native supply in LLM interfaces and a vertical video format. These product initiatives were not mentioned in the baseline.
Previous filing · verify on EDGAR →
Following the October 7th 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. 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.
Current filing · verify on EDGAR →
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.
The current filing reports that a ceasefire between Israel and Hamas took effect on October 10, 2025, and that on February 28, 2026, the U.S. and Israel initiated air strikes against Iranian targets, followed by widespread Iranian retaliation. The baseline described June 2025 missile/drone exchanges and failed ceasefire agreements. The conflict has escalated to include direct U.S. military involvement.
Previous filing · verify on EDGAR →
Net cash from operating activities increased $11.9 million, to net cash provided by operating activities of $24.1 million for the six months ended June 30, 2025, as compared to net cash provided by operating activities of $12.2 million for the six months ended June 30, 2024. This increase was primarily due to higher working capital of $41.4 million, which was primarily attributable to cash flow generated by the acquired business, an increase in interest payable relating to the Notes, and the timing of cash collections and payments, which included cash outflows for acquisition-related costs and severance costs. This increase was partially offset by a $33.5 million increase in net loss after non-cash adjustments during the six months ended June 30, 2025, compared to the prior year period.
Current filing · verify on EDGAR →
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.
Operating cash flow swung from $24.1M provided in H1 2025 to $25.7M used in H1 2026, a $49.8M deterioration. The decline reflects lower operating profitability, a $30.1M increase in cash interest paid (including the $31.4M February 2026 semi-annual payment on the Senior Secured Notes), and working capital changes.
Previous filing · view on EDGAR → · paraphrased
Free cash flow $ (37,909) $ 12,909 Direct acquisition costs — 14,447 Adjusted free cash flow $ (37,909) $ 27,356
Current filing · view on EDGAR → · paraphrased
Our adjusted free cash flow increased to $27.4 million for the six months ended June 30, 2025, as compared to $5.0 million for the six months ended June 30, 2024, primarily driven by higher operating cash flow, adjusted for payments of direct acquisition costs, offset in part by increased capital expenditures and capitalized software development costs.
Free cash flow deteriorated to -$37.9M in H1 2026 (from $12.9M in H1 2025), and adjusted free cash flow fell to -$37.9M (from $27.4M in H1 2025, which benefited from $14.4M of direct acquisition costs added back). The decline reflects the operating cash flow deterioration and increased capex/software development costs.
Previous filing · verify on EDGAR →
Upon the close of the Acquisition, the Company’s new French subsidiary has an overdraft short-term credit facility with HSBC (the “Overdraft Facility”), which provides Teads France with a revolving line of credit of up to €15 million at a 3-month Euro Interbank Offered Rate (“EURIBOR”), plus a margin of 1.8%, payable quarterly in arrears. This facility may be used to fund general working capital needs of Teads France. Borrowings under this facility are subject to a commission fee of 0.035% per annum, and a facility fee of 1.25% per annum. There are no financial covenants relating to the Overdraft Facility.
Current filing · verify on EDGAR →
In addition, the Company’s French subsidiary, Teads France SAS (“Teads France”), previously maintained a short-term overdraft credit facility with HSBC (the “Overdraft Facility”) which was used to fund the general working capital needs of Teads France. In May 2026, the Company commenced a repayment plan with HSBC to terminate and fully pay down the Overdraft Facility. As of June 30, 2026, approximately $7.1 million (€6.2 million) in borrowings were outstanding under the Overdraft Facility, reflecting payments made during the second quarter of 2026. These outstanding borrowings are recorded within short-term debt in the Company’s condensed consolidated balance sheets. Subsequent to quarter-end, in July 2026, the ... Company made an additional payment of €1.25 million, reducing the remaining outstanding balance to €5.0 million. The Company expects to pay down the remaining balance of the Overdraft Facility by the end of 2026.
The company commenced a repayment plan in May 2026 to terminate the Overdraft Facility, reducing the outstanding balance from €15M (baseline) to €6.2M as of June 30, 2026, with a further July 2026 payment bringing it to €5.0M. Full paydown is expected by end of 2026. The baseline described the facility as an ongoing working capital tool.
Previous filing · verify on EDGAR →
We spent $4.1 million in capital expenditures during the six months ended June 30, 2025. We currently anticipate that our capital expenditures will be between $8 million and $11 million in 2025, primarily relating to expenditures for servers and related equipment and other equipment.
Current filing · verify on EDGAR →
We expect capital expenditures to be between $3 million and $5 million for the year ending December 31, 2026, primarily related to servers, computing equipment, and other infrastructure. We also expect capitalized software development costs to be between $20 million and $27 million in 2026, primarily related to continued investment in our platform, including infrastructure to support AI and machine learning capabilities and the development of internal software to enhance scalability and operational efficiency.
For 2026, the company expects capex of $3-5M (down from $8-11M guided for 2025) and capitalized software development costs of $20-27M. The baseline did not provide a software development cost forecast. The current guidance reflects continued AI/ML platform investment while reducing hardware capex.
Show 2 minor / wording changes
Removed from previous filing · verify on EDGAR →
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.
The baseline disclosed a $15.5M impairment charge in Q1 2025 related to discontinuing the vi video product offering. This was a one-time event completed in the prior period and is not repeated in the current filing.
Removed from previous filing · verify on EDGAR →
On June 17, 2025, the Company completed the repurchase of $9.3 million aggregate principal amount of the Notes for $8.0 million in cash, including accrued interest, representing a discount of approximately 17% to the principal amount of the repurchased Notes.
The baseline disclosed a June 2025 repurchase of $9.3M principal of the Senior Secured Notes at a 17% discount, generating a $1.2M gain. This was a discrete transaction in the prior period and is not repeated in the current filing.
Notes
Goodwill impairment, new Google antitrust litigation, overdraft facility paydown, and updated ASU 2025-06 software capitalization standard.
Added in current filing · verify on EDGAR →
Subsequent to quarter-end, on August 3, 2026, the Company filed a lawsuit against Google LLC and Alphabet Inc. (together, “Google”) in the United States District Court for the Southern District of New York. The complaint alleges that Google has engaged in anticompetitive conduct in the ad exchange and publisher ad server markets in violation of the federal antitrust laws, including actions that restrict publishers’ ability to use competing services and favor Google’s own advertising exchange, and asserts related claims under New York statutory and common law. The Company is seeking monetary damages, injunctive and declaratory relief, and costs of suit and expenses. The Company intends to pursue its claims vigorously, but cannot predict the outcome of this matter at this early stage.
The Company filed a new antitrust lawsuit against Google on August 3, 2026, alleging anticompetitive conduct in ad exchange and publisher ad server markets. The complaint seeks monetary damages, injunctive relief, and declaratory relief. This is a material new legal proceeding that could have significant financial and strategic implications, though the outcome is uncertain at this early stage.
Added in current filing · verify on EDGAR →
As previously disclosed in our 2025 Form 10-K and our Form 10-Q for the quarter ended March 31, 2026, we are involved in a dispute with Verve Group Europe GmbH (“Verve Group”) and its affiliate Smaato, Inc. (“Smaato” and together with Verve Group, “Verve”). The dispute relates to withholdings we applied to Verve’s accounts following the identification of significant volumes of invalid traffic and non-compliant activity originating from Verve’s inventory, and the amounts at issue total approximately $8.1 million in connection with certain disputed invoices. The matter is now proceeding in arbitration before JAMS. We believe Verve’s claims are without merit, as it is our position that our withholdings were based on documented traffic quality issues, and we intend to defend the matters vigorously.
The Company disclosed a dispute with Verve Group involving approximately $8.1 million in withheld payments related to invalid traffic and non-compliant activity. The matter is now in arbitration before JAMS. The Company has not recorded an accrual as a loss is not considered probable or reasonably estimable. This is a new disclosure of a material legal proceeding.
Added in current filing · verify on EDGAR →
In May 2026, the Company commenced a repayment plan with HSBC to terminate and fully pay down the Overdraft Facility. As of June 30, 2026, approximately $7.1 million (€6.2 million) in borrowings were outstanding under the Overdraft Facility, reflecting payments made during the second quarter of 2026. These outstanding borrowings are recorded within short-term debt in the Company’s condensed consolidated balance sheets. Subsequent to quarter-end, in July 2026, the Company made an additional payment of €1.25 million, reducing the remaining outstanding balance to €5.0 million. The Company expects to pay down the remaining balance of the Overdraft Facility by the end of 2026.
The Company initiated a plan in May 2026 to terminate and fully pay down the Overdraft Facility, reducing the outstanding balance from $17.6 million at December 31, 2025 to $7.1 million at June 30, 2026. An additional payment in July 2026 further reduced the balance to €5.0 million, with full paydown expected by year-end 2026. This represents a material change in the Company's short-term debt management and liquidity strategy.
Previous filing · view on EDGAR →
Goodwill 633,247 63,063
Current filing · view on EDGAR →
Goodwill 273,826 280,991
Goodwill decreased from $633.2 million at June 30, 2025 to $273.8 million at June 30, 2026, a reduction of $359.4 million. The baseline June 30, 2025 balance reflected the February 2025 Teads acquisition. The current period reduction likely reflects foreign currency translation adjustments (goodwill is denominated in foreign currencies) and potentially other adjustments, though no impairment charge is disclosed in the current period.
Show 6 minor / wording changes
Added in current filing · verify on EDGAR →
In September 2025, the FASB issued ASU 2025-06, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” (“ASU 2025-06”). ASU 2025-06 removes all references to software project development stages, and requires capitalization to begin when management has authorized and committed to funding the project, and it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025-06 is effective for our annual reporting periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.
The Company disclosed a new accounting standard (ASU 2025-06) issued in September 2025 that changes the criteria for capitalizing internal-use software costs. The standard removes references to development stages and requires capitalization when management authorizes and commits to funding, with probable completion. Effective for annual periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact.
Previous filing · view on EDGAR →
Indemnification asset 26,406 —
Current filing · view on EDGAR →
Indemnification asset 28,742 27,789
The indemnification asset increased from $26.4 million at June 30, 2025 to $28.7 million at June 30, 2026. The baseline shows this asset was first recorded in connection with the February 2025 Teads acquisition, representing indemnification from Altice Teads for certain tax liabilities. The increase reflects additional indemnified risks materializing or adjustments to the provision.
Previous filing · view on EDGAR →
Contingent tax liabilities 38,395 9,343
Current filing · view on EDGAR →
Contingent tax liabilities 36,780 35,078
Contingent tax liabilities decreased from $38.4 million at June 30, 2025 to $36.8 million at June 30, 2026. The baseline June 30, 2025 balance included provisions recorded in connection with the Teads acquisition ($18.1 million for income tax items and $8.3 million for non-income tax items under ASC 450). The current period shows a modest decrease, suggesting some resolution or adjustment of the contingent liabilities.
Removed from previous filing · view on EDGAR → · paraphrased
Impairment of intangible assets — — — 15,614
The baseline six months ended June 30, 2025 included a $15.6 million impairment charge related to the discontinuation of a legacy video product offering ($15.1 million of intangible assets and $0.4 million of capitalized software). No impairment charges were recorded in the current period. This is a lifecycle removal — the prior-period impairment was a discrete one-time event that is no longer current news.
Removed from previous filing · verify on EDGAR →
Gain on repurchase of long-term debt 1,225 — 1,225 —
The baseline three and six months ended June 30, 2025 included a $1.2 million gain on repurchase of long-term debt (the Company repurchased $9.3 million aggregate principal amount of $1.00 Senior Secured Notes for $8.0 million in cash in June 2025). No such gain was recorded in the current period. This is a lifecycle removal — the prior-period debt repurchase was a discrete transaction that is no longer current news.
Previous filing · verify on EDGAR →
In connection with the Acquisition, the Company acquired certain defined benefit plans in two international locations. Pension benefits under these plans are based on the employees' age, years of service, and compensation levels during their employment period. As of June 30, 2025, the Company had net liabilities of $6.1 million recorded within other non-current liabilities in its condensed consolidated balance sheet, which included an aggregate fair value of plan assets of $6.7 million and an aggregate projected benefit obligation of $12.8 million as of June 30, 2025. The plan assets, financed by the employer and employee contributions, are invested in cash, bonds, equities, real estate, and alternative investments.
Current filing · verify on EDGAR →
The Company maintains defined benefit pension plans in certain international locations which were acquired as part of the Acquisition. Pension benefits are based on employee age, years of service, and compensation. As of June 30, 2026 and December 31, 2025, the net pension liability was $7.3 million and $7.0 million, respectively. Total net periodic benefit cost was $0.2 million and $0.4 million for the three and six months ended June 30, 2026, respectively. For the comparable periods in 2025, the total net periodic benefit cost was $0.2 million and $0.4 million, respectively. Service cost is recorded within operating expenses, while all other cost components are recorded in other income, net. No cash contributions were required during the three and six months ended June 30, 2026 and 2025.
The current period disclosure condenses the defined benefit plans note, removing the detailed table of net periodic benefit cost components (service cost, interest cost, expected return on plan assets) and the breakdown of plan assets and projected benefit obligation. The current disclosure provides only the net pension liability ($7.3 million at June 30, 2026 vs $6.1 million at June 30, 2025) and total net periodic benefit cost ($0.2 million and $0.4 million for Q2 and H1 2026). This is a disclosure simplification, not a change in the underlying economics.
Financial Statements
Primary statements from SEC XBRL (companyfacts). Labels and figures as reported — not generated by the model.
Consolidated Statements of Operations (Unaudited)
| Description | Q2 ended Jun 30, 2026 | Q2 ended Jun 30, 2025 |
|---|---|---|
| Revenue: | ||
| Total revenue / net sales | 284.6 | 343.1 |
| Cost of revenue / cost of sales | 161.2 | 198.9 |
| Gross profit | 95.6 | 120.3 |
| Operating expenses: | ||
| Sales and marketing | 70.3 | 79.7 |
| Research and development | 11.4 | 13.3 |
| General and administrative | 28.4 | 27.9 |
| Total operating expenses | 111.2 | 122.5 |
| Operating income | (15.6) | (2.3) |
| Interest expense | 17.4 | 17.5 |
| Other income/(expense), net | (19.5) | (17.8) |
| Income before income taxes | (35.2) | (20.1) |
| Income tax expense/(benefit) | 7.3 | (5.8) |
| Net income | (42.5) | (14.3) |
| Basic earnings per share | (0.44) | (0.15) |
| Diluted earnings per share | (0.44) | (0.15) |
Consolidated Balance Sheets (Unaudited)
| Description | Jun 30, 2026 | Jun 30, 2025 |
|---|---|---|
| Current assets: | ||
| Cash and equivalents | 88.0 | 149.4 |
| Short-term investments | 3.0 | 16.7 |
| Accounts receivable, net | 282.2 | 337.7 |
| Prepaid expenses and other current assets | 32.9 | 47.5 |
| Total current assets | 406.1 | 551.3 |
| Operating lease right-of-use assets, net | 28.6 | 26.3 |
| Finite-lived intangible assets, net | 342.5 | 403.4 |
| Goodwill | 273.8 | 633.2 |
| Deferred income taxes and other assets | 9.4 | 62.4 |
| Other long-term assets | 101.8 | 98.2 |
| TOTAL ASSETS | 1,162 | 1,775 |
| Current liabilities: | ||
| Line of credit | 7.1 | 17.6 |
| Accounts payable | 214.8 | 290.5 |
| Current portion of operating lease liabilities | 10.1 | 8.9 |
| Deferred revenue, current | 15.0 | 11.5 |
| Other current liabilities | 166.1 | 174.2 |
| Total current liabilities | 413.0 | 502.6 |
| Long-term debt | 607.4 | 603.0 |
| Operating lease liabilities | 20.4 | 19.6 |
| Deferred income taxes and other liabilities | 64.9 | 67.2 |
| Other long-term liabilities | 49.2 | 50.5 |
| Total liabilities | 1,155 | 1,243 |
| Shareholders' equity: | ||
| Common stock | 0.10 | 0.10 |
| Capital in excess of stated value | 690.4 | 678.5 |
| Accumulated other comprehensive income (loss) | 85.3 | 92.5 |
| Retained earnings (deficit) | (767.8) | (238.6) |
| Treasury stock | 0.4 | |
| Total shareholders' equity | 7.4 | 532.0 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 1,162 | 1,775 |
Consolidated Statements of Cash Flows (Unaudited)
| Description | Six months ended Jun 30, 2026 | Six months ended Jun 30, 2025 |
|---|---|---|
| Operating Activities: | ||
| Net cash from operating activities | (25.7) | 24.1 |
| Investing Activities: | ||
| Net cash from investing activities | (4.1) | (548.9) |
| Financing Activities: | ||
| Net cash from financing activities | (11.1) | 585.6 |
| Net increase/(decrease) in cash | (40.7) | 60.9 |
Amounts in millions USD; EPS as reported. Line labels are presentation-friendly mappings of filer XBRL tags — not a re-audit of the full statements. Use EDGAR for interactive notes and detail. Interactive statements & notes on EDGAR ↗
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