Teads Holding Co. — fact timeline

Teads Holding Co. shareholders approved Reverse Stock Split at the 2026-05-14 meeting.

“To adopt and approve an amendment to Teads Holding Co. Thirteenth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued shares of common stock at a ratio within the range of 1-for-5 to 1-for-25, without reducing the authorized number of shares, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Board of Directors, without further approval or authorization of the Company’s stockholders: For Against Abstain 84,267,163 559,081 70,922”

Teads Holding Co. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2026-05-14 meeting.

“To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026: For Against Abstain 84,590,327 210,917 95,922”

Teads Holding Co. shareholders approved Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers at the 2026-05-14 meeting.

“To cast an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers: 1 Year 2 Years 3 Years Abstain Broker Non-Votes 72,126,473 28,848 262,992 14,843 12,464,010”

Teads Holding Co. shareholders approved Non-Binding Advisory Vote on the Compensation of our Named Executive Officers at the 2026-05-14 meeting.

“To approve, on an advisory basis, the compensation of our named executive officers, described in the proxy statement: For Against Abstain Broker Non-Votes 64,163,830 8,225,154 44,172 12,464,010”

Teads Holding Co. shareholders approved Election of Dexter Goei as a Class II director at the 2026-05-14 meeting.

“To elect Dexter Goei as a Class II director of the Company to serve for a three-year term until the 2029 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified: For Withhold Broker Non-Votes 66,203,787 6,229,369 12,464,010”

Teads Holding Co. reported the quarter ended March 31, 2026 results: revenue $266.0 million, net income Net loss of $38.8 million.

“goals. • Renewed several Joint Business Partnerships with global brands, including McDonald’s, Heineken, and Volkswagen. First Quarter 2026 Financial Highlights: • Revenue of $266.0 million, a decrease of $20.4 million, or 7%, compared to $286.4 million in the prior year period. Results include net favorable foreign currency effects of approximately $11.6 million. •”

Teads Holding Co. reported Twelve Months Ended December 31, 2025 results: revenue $1,300.5 million, net income Net loss of $517.1 million.

“and $17.6 million (unchanged at €15.0 million) outstanding under a short-term overdraft facility assumed in the Acquisition. Full Year 2025 Financial Results: • Revenue of $1,300.5 million, an increase of $410.6 million, or 46%, compared to $889.9 million in the prior year period primarily due to the Acquisition. Results include net favorable foreign currency”

Teads Holding Co. reported Three Months Ended December 31, 2025 results: revenue $352.2 million, net income Net loss of $428.2 million.

“10%, representing anticipated annualized cost savings of approximately $35 million to $40 million when fully implemented. Fourth Quarter 2025 Financial Highlights: • Revenue of $352.2 million, an increase of $117.6 million, or 50%, compared to $234.6 million in the prior year period, primarily due to the acquisition (the “Acquisition”) by Outbrain Inc. (“Outbrain”) of”

Teads Holding Co. received a nasdaq noncompliance notice notice regarding minimum bid price (rules 5450(a)(1)).

“December 22, 2025, Teads Holding Co. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price of the Company’s common stock has been below the required minimum of $1.00 per share (the “Minimum Bid Price Requirement”) for 30 consecutive business days. The Notice has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on The Nasdaq Global Select Market u”

Teads Holding Co. announced a restructuring with charges of approximately $8 million to $12 million affecting global (approximately 10% of the Company’s employees globally).

“is expected to result in annualized savings of approximately $35 million to $40 million when fully implemented. The Company currently estimates that it will incur approximately $8 million to $12 million in charges in connection with the Restructuring Plan, substantially all of which are expected to be future cash expenditures. These charges consist primarily of”

Teads Holding Co.: Amended and restated bylaws to implement the name change and make certain other technical changes (effective 2025-06-06).

“The Board also approved an amendment and restatement of the Company’s Amended and Restated Bylaws, as amended on February 3, 2025 (the “Amended and Restated Bylaws”), to implement the Name Change and make certain other technical changes, effective as of the Effective Date.”

Teads Holding Co.: Amended and restated certificate of incorporation to change corporate name from Outbrain Inc. to Teads Holding Co (effective 2025-06-06).

“On June 6, 2025, Outbrain Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment and restatement of the Company’s Twelfth Amended and Restated Certificate of Incorporation (the “Thirteenth Amended and Restated Certificate of Incorporation”) changing the Company’s corporate name from “Outbrain Inc.” to “Teads Holding Co.” (the “Name Change”).”

Mark Mullen was appointed as Director at Teads Holding Co..

“AT has designated Dexter Goei and Mark Mullen and effective March 12, 2025, Mr. Goei and Mr. Mullen were appointed to the Board.”

Dexter Goei was appointed as Director at Teads Holding Co..

“AT has designated Dexter Goei and Mark Mullen and effective March 12, 2025, Mr. Goei and Mr. Mullen were appointed to the Board.”

Teads Holding Co. incurred senior notes of $637.5 million aggregate principal amount with U.S. Bank Trust Company, National Association at 10.000% maturing February 15, 2030.

“completed its previously announced private offering (the “Offering”) of $637.5 million aggregate principal amount of its 10.000% Senior Secured Notes due 2030 (the “Notes”).”

Teads Holding Co. incurred revolving credit of $100,000,000 with Goldman Sachs Bank USA and other lenders at Term SOFR subject to zero floor plus 4.25% per annum or alternate base rate plus maturing February 3, 2030, subject to springing maturity if bridge refinancing remains outstanding.

“The Credit Agreement provides for (a) a super senior secured revolving credit facility in an aggregate principal amount of $100,000,000 (the “Revolving Facility”) and (b) a senior secured bridge term loan credit facility in an aggregate principal amount of $625,000,000 (the “Bridge Facility” and, together with the Revolving Facility, the “Credit Facilities”).”

Teads Holding Co. completed an acquisition involving Altice Teads S.A. for $625 million cash payment and 43.75 million shares of Common Stock (closed 2025-02-03).

“Number 1 to the Share Purchase Agreement (the “SPA Amendment”). Under the SPA Amendment, the consideration paid at the closing of the Acquisition was: (a) a cash payment of $625 million, subject to certain customary adjustments; and (b) 43.75 million shares of Common Stock. The parties also agreed to make certain changes to the forms of Stockholder Agreement and”

Teads Holding Co. announced a restructuring with charges of approximately $20 million to $25 million in charges.

“On February 3, 2025, in connection with the completion of the Acquisition, the Company announced a restructuring plan (the “Plan”), involving a reduction in workforce, as part of its efforts to streamline operations and reduce duplication of roles. The Company estimates that it will incur approximately $20 million to $25 million in charges in connection with the Plan, of which approximately $18 million to $24 million is expected to be incurred in 2025. These charges consist primarily of severance payments.”

Teads Holding Co. reported the quarter ended March 31, 2024 results: revenue $217.0 million, net income $5.0 million.

“of our AI Creative Tools nearly doubled from Q4 2023 to Q1 2024, with 14% of our customer base utilizing Creative AI tools. First Quarter 2024 Financial Highlights: • Revenue of $217.0 million, a decrease of $14.8 million, or 6%, compared to $231.8 million in the prior year period. • Gross profit increased to $41.6 million, compared to $41.2 million in the prior year”

Jonathan Cheifetz resigned as Director at Teads Holding Co..

“On April 24, 2024, Jonathan Cheifetz, a member of the Board, informed the Company that he would resign as a Class I director effective as of April 25, 2024.”

Mark S. Zagorski was appointed as Director at Teads Holding Co..

“Effective April 25, 2024, Mark S. Zagorski joined the Board of Directors (the “Board”) of Outbrain Inc. (the “Company”).”

David Kostman was appointed as Chief Executive Officer at Teads Holding Co..

“David Kostman, who currently serves with Mr. Galai as Co-CEO, will remain as CEO of the Company.”

Yaron Galai departed as Co-Chief Executive Officer at Teads Holding Co..

“the Company and Yaron Galai, Co-Chief Executive Officer (“CEO”), mutually determined that Mr. Galai will step down from his role as the Company’s Co-CEO as of April 1, 2024.”

Teads Holding Co. updated its the fourth quarter ending December 31, 2023 guidance (initiated).

“2023 Fourth Quarter Guidance For the fourth quarter ending December 31, 2023, we expect: • Ex-TAC gross profit of $59 million to $64 million • Adjusted EBITDA of $13 million to $17 million”

Teads Holding Co. reported the quarter ended September 30, 2023 results: revenue $230.0 million, net income $0.5 million.

“62 % Free cash flow 1.8 (15.8) 111 % (27.5) (33.6) 18 % _____________________________ * See non-GAAP reconciliations below Third Quarter 2023 Financial Results • Revenue of $230.0 million, an increase of $1.0 million, compared to $229.0 million in the prior year period, including net favorable foreign currency effects of approximately $5.1 million. The reported”

Teads Holding Co. reported the quarter ended June 30, 2023 results: revenue $225.8 million, net income $11.3 million.

“(2.2) (8.9) 76 % (29.2) (17.8) (64) % _____________________________ * See non-GAAP reconciliations below NM Not meaningful Second Quarter 2023 Financial Results • Revenue of $225.8 million, a decrease of $25.1 million, or 10%, compared to $250.9 million in the prior year period, including net favorable foreign currency effects of approximately $0.8 million. The”

Teads Holding Co. shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2023-06-15 meeting.

“Proposal 2: Ratification of Independent Registered Public Accounting Firm To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: For Against Abstain 36,766,169 810,156 12,133”

Teads Holding Co. shareholders approved Election of Directors at the 2023-06-15 meeting.

“Proposal 1: Election of Directors To elect Yaffa Krindel as a Class II director of the Company to serve for a three-year term until the 2026 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified: For Withheld 24,505,847 4,103,460 To elect Arne Wolter as a Class II director of the Company to serve for a three-year term until the 2026 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified: For Withheld 19,636,874 8,972,433”

Teads Holding Co. announced a restructuring with charges of The Company announced a reduction in its global workforce of approximately 10% affecting global workforce (approximately 10%).

“On May 31, 2023, Outbrain Inc. (the "Company") announced a reduction in its global workforce of approximately 10%, to adjust to the continued macroeconomic uncertainty, create additional operating efficiencies, and support the Company’s strategic growth and profitability objectives.”

Teads Holding Co. reported the quarter ended March 31, 2023 results: revenue $231.8 million, net income Net loss of $5.6 million.

“(0.1) NM Free cash flow (27.1) (8.9) NM _____________________________ * See non-GAAP reconciliations below NM Not meaningful First Quarter 2023 Highlights: • Revenue of $231.8 million, a decrease of $22.4 million, or 9%, compared to $254.2 million in the prior year period. Revenue decreased 7% on a constant currency basis, excluding net unfavorable foreign”

Teads Holding Co. reported the quarter and full year ended December 31, 2022 results: revenue $258.0 million (Q4) and $992.1 million (FY), net income ($7.7) million (Q4) and ($24.6) million (FY).

“to a release of the valuation allowance on certain U.S. deferred tax assets. ** See non-GAAP reconciliations below NM Not meaningful Fourth Quarter 2022 Highlights: • Revenue of $258.0 million, a decrease of $31.7 million, or 11%, compared to $289.7 million in the prior year period. Revenue decreased 6.9% on a constant currency basis, excluding net unfavorable foreign”

Nithya B. Das was appointed as Director at Teads Holding Co..

“Effective February 26, 2023, Nithya B. Das joined the Board of Directors (the "Board") of Outbrain Inc. (the "Company").”

Teads Holding Co. reported the nine months ended September 30, 2022 results: revenue 734.1, net income (16.8).

“Three Months Ended September 30, Nine Months Ended September 30, (in millions USD) 2022 2021 % Change 2022 2021 % Change Revenue $ 229.0 $ 250.8 (9 )% $ 734.1 $ 726.0 1 %”

Teads Holding Co. reported the quarter ended September 30, 2022 results: revenue $229.0 million, net income $4.6 million.

“expense, both of which were triggered and recognized in Q3 2021 as a result of the Company’s IPO. ** See non-GAAP reconciliations below Third Quarter 2022 Highlights: Revenue of $229.0 million, a decrease of $21.8 million, or 9%, compared to $250.8 million in the prior year period. Revenue decreased 3% on a constant currency basis, excluding net unfavorable foreign”

Jason Kiviat was appointed as Chief Financial Officer at Teads Holding Co..

“On June 2, 2022, the Company also announced that the Board of Directors has appointed Jason Kiviat as CFO and the principal accounting officer of the Company effective July 1, 2022.”

Elise Garofalo resigned as Chief Financial Officer at Teads Holding Co..

“On June 2, 2022, Outbrain Inc. (the “Company”) announced that, on June 1, 2022, Elise Garofalo, the Company’s Chief Financial Officer (“CFO”) and principal accounting officer, tendered her resignation from her position with the Company effective June 30, 2022.”

Dominique Vidal resigned as Class I director at Teads Holding Co..

“On April 22, 2022, Mr. Dominique Vidal, a member of the Board, informed the Company that he would resign as a Class I director effective as of that date.”

Yaffa Krindel was appointed as Class II director at Teads Holding Co..

“Effective April 21, 2022, Yaffa Krindel joined the Board of Directors (the “Board”) of Outbrain Inc. (the “Company”).”

Yoseph (Yossi) Sela resigned as Class II Director at Teads Holding Co..

“On November 14, 2021, Mr. Yoseph (Yossi) Sela, a member of the Board of Directors (the “Board”) of Outbrain Inc. (the “Company”), informed the Company that he would resign as a Class II director effective as of that date.”

Kathryn (Kate) Taneyhill Jhaveri was appointed as Director at Teads Holding Co..

“Effective August 9, 2021, Kathryn (Kate) Taneyhill Jhaveri joined the Board of Directors (the “Board”) of Outbrain Inc. (the “Company”).”