# Teads Holding Co. (TEAD) Informational only - not investment advice. CIK: 0001454938 SIC: 7370 Services-Computer Programming, Data Processing, Etc. SIC breadcrumb: [Services](/division/I/) > [Business Services](/major-group/73/) > [SIC 7370 Services-Computer Programming, Data Processing, Etc.](/industry/7370/) Latest 10-K filed: 2026-03-16 SEC page: https://www.sec.gov/edgar/browse/?CIK=1454938 Filing source: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000015/tead-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 1300461000 | USD | 2025 | 2026-03-16 | | Net income | -517070000 | USD | 2025 | 2026-03-16 | | Assets | 1327974000 | USD | 2025 | 2026-03-16 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-16. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001454938.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts. | Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | 687,333,000 | 767,142,000 | 1,015,630,000 | 992,082,000 | 935,818,000 | 889,875,000 | 1,300,461,000 | | Net income | | -20,514,000 | 4,357,000 | 10,995,000 | -24,581,000 | 10,242,000 | -711,000 | -517,070,000 | | Operating income | | -14,585,000 | 10,177,000 | 34,556,000 | -13,548,000 | -8,639,000 | -12,638,000 | -399,019,000 | | Gross profit | | 141,785,000 | 165,062,000 | 240,260,000 | 192,653,000 | 184,798,000 | 192,102,000 | 429,052,000 | | Diluted EPS | | -1.34 | 0.08 | 0.20 | -0.44 | -0.06 | -0.11 | -5.69 | | Operating cash flow | | 16,740,000 | 52,986,000 | 56,762,000 | 3,813,000 | 13,746,000 | 68,561,000 | 7,606,000 | | Capital expenditures | | 2,452,000 | 1,511,000 | 9,743,000 | 13,375,000 | 10,127,000 | 7,380,000 | 5,608,000 | | Share buybacks | | | 280,000 | 14,154,000 | 32,664,000 | 18,521,000 | 6,600,000 | 646,000 | | Assets | | | 356,486,000 | 795,890,000 | 781,148,000 | 664,637,000 | 549,213,000 | 1,327,974,000 | | Liabilities | | | 273,855,000 | 539,115,000 | 563,362,000 | 441,573,000 | 317,870,000 | 1,232,537,000 | | Stockholders' equity | -112,527,000 | -89,662,000 | -79,813,000 | 256,775,000 | 217,786,000 | 223,064,000 | 231,343,000 | 95,437,000 | | Cash and cash equivalents | | 49,593,000 | 93,641,000 | 455,397,000 | 105,580,000 | 70,889,000 | 89,094,000 | 128,223,000 | | Free cash flow | | 14,288,000 | 51,475,000 | 47,019,000 | -9,562,000 | 3,619,000 | 61,181,000 | 1,998,000 | ### Ratios ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported. | Metric | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Net margin | | -2.98% | 0.57% | 1.08% | -2.48% | 1.09% | -0.08% | -39.76% | | Operating margin | | -2.12% | 1.33% | 3.40% | -1.37% | -0.92% | -1.42% | -30.68% | | Return on equity | | | | 4.28% | -11.29% | 4.59% | -0.31% | | | Return on assets | | | 1.22% | 1.38% | -3.15% | 1.54% | -0.13% | -38.94% | | Liabilities / equity | | | | 2.10 | 2.59 | 1.98 | 1.37 | 12.91 | | Current ratio | | | 1.08 | 2.34 | 1.67 | 1.35 | 1.19 | 1.10 | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001454938.json. Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2021-Q3 | 2021-09-30 | | | -1.13 | reported discrete quarter | | 2022-Q1 | 2022-03-31 | | | -0.03 | reported discrete quarter | | 2022-Q2 | 2022-06-30 | | | -0.18 | reported discrete quarter | | 2022-Q3 | 2022-06-30 | | -10,318,000 | | reported discrete quarter | | 2022-Q3 | 2022-09-30 | 229,017,000 | | -0.08 | reported discrete quarter | | 2022-Q4 | 2022-12-31 | 257,966,000 | -7,749,000 | | derived Q4 = FY annual - nine-month YTD | | 2023-Q1 | 2023-03-31 | 231,774,000 | -5,605,000 | -0.11 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | | 11,282,000 | | reported discrete quarter | | 2023-Q2 | 2023-09-30 | 230,015,000 | | 0.01 | reported discrete quarter | | 2024-Q1 | 2024-03-31 | | -5,041,000 | | reported discrete quarter | | 2024-Q1 | 2024-06-30 | 214,148,000 | | -0.04 | reported discrete quarter | | 2024-Q3 | 2024-06-30 | | -2,199,000 | | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 224,177,000 | | 0.01 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 234,586,000 | -167,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 286,357,000 | -54,843,000 | -0.70 | reported discrete quarter | | 2025-Q2 | 2025-03-31 | | -54,843,000 | | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 343,096,000 | | -0.15 | reported discrete quarter | | 2025-Q3 | 2025-06-30 | | -14,313,000 | | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 318,772,000 | | -0.21 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 352,236,000 | -428,224,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 265,983,000 | -38,786,000 | -0.40 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1454938/000145493826000037/tead-20260331.htm Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high Filing date: 2026-05-08 Report date: 2026-03-31 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”) and in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on March 16, 2026 (“2025 Form 10-K”). In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs, and expectations, and involve risks and uncertainties that could cause actual results, events, or circumstances to differ materially from those projected in the forward-looking statements. Factors that could cause or contribute to these differences include those set forth in Part I, Item 1A of our 2025 Form 10-K, which is incorporated by reference in this Report, as such factors may be revised or supplemented in subsequent filings with the SEC, as well as those discussed below and elsewhere in this Report, including under the caption “Note About Forward-Looking Statements.” The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide the readers of our financial statements with narrative information from our management, which is necessary to understand our business, financial condition, and results of operations. The MD&A should be read in conjunction with our condensed consolidated financial statements and notes thereto. In addition to the condensed consolidated financial statements prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP financial measures throughout this discussion to provide investors with supplemental metrics used by our management for financial and operational decision making. These measures are supplemental and are not an alternative to our financial statements prepared in accordance with GAAP. See “Non-GAAP Reconciliations” in this Report for the definitions and limitations of these measures, and reconciliations to the most comparable GAAP financial measures. Business Overview Teads Holding Co. (together with its consolidated subsidiaries, “Teads,” the “Company,” “we,” “our,” or “us”) is a leading omnichannel advertising platform focused on driving outcomes for brand and performance advertisers across the digital ecosystem. We connect global advertisers with an expansive network of media owners across the open web, connected TV (“CTV”), and in‑app environments. The Company is headquartered in New York, New York, with additional operations in Europe, the Middle East, and Asia. We operate a two-sided marketplace that provides a scaled, end-to-end advertising solution by maintaining direct relationships with global advertisers, including Fortune 500 brands and agency holding companies, as well as media owners spanning premium publishers to CTV, application developers, and other existing and emerging content platforms. We generate revenue primarily from advertisers purchasing media owner inventory through our platform. The three months ended March 31, 2026, represent the first full-quarter comparative period following the acquisition of TEADS, a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (the “Acquisition”). Consequently, our current results reflect the fully consolidated operations of the combined company. This overview highlights material developments in our business and should be read in conjunction with the more comprehensive business and industry discussion included in the 2025 Form 10-K. Our platform is designed to enable advertisers to reach their audiences across the digital advertising ecosystem and drive desired outcomes from those audiences at each step of the marketing funnel. We continue to focus on providing efficient, high-impact supply chains for advertisers and sustainable advertising revenue for media owners as the digital advertising ecosystem evolves. Recent Trends, Risks and Uncertainties Together with the risk factors identified in our 2025 Form 10-K, we have identified the following developments that may impact our future financial performance or condition: Post-Acquisition Strategy and Implementation Following the Acquisition, we focused on the integration of our operations amid operational challenges inherent in returning a combined global company to growth. Building on the restructuring of our go-to-market organization in the second half of 2025, we continue to execute our broader strategic restructuring plan (the “Strategic Plan”) announced in December 2025, which is intended to reduce operating costs, improve operating margins and advance the Company’s commitment to profitable growth. The Strategic Plan, which resulted from a comprehensive review of our business portfolio and operational structure, involves a reduction of the Company’s global workforce by approximately 10% as we realign our commercial and product teams around 28 distinct growth pillars. A key component of this strategy is the deliberate rationalization of our business portfolio and a focus on supply quality, including the “clean-up” of underperforming inventory. While these optimizations, alongside broader macroeconomic volatility and increased competition on the demand side, contributed to a year-over-year reduction in spend from a limited number of customers, we believe these shifts are essential for the long-term health and transparency of our premium marketplace. Generative AI and Publisher Traffic Trends The digital advertising ecosystem is experiencing structural shifts and evolving user behaviors, characterized in part by declining traffic trends on the traditional publisher side of the Open Internet. These developments are further catalyzed by the integration of generative artificial intelligence (“AI”) into major search engines and web browsers, which can provide direct answers and summaries that may bypass the traditional user journey. We have observed these combined factors lead to a decline in page view volume for certain segments of our premium publisher partners, thereby reducing the advertising inventory available for monetization on our platform. While this broader evolution presents challenges to traditional traffic patterns, it also creates new opportunities for platform innovation and engagement, and we are already adjusting our strategy to capitalize on these shifts. Macroeconomic Environment General worldwide economic conditions continue to experience instability, as well as volatility and disruption in the financial markets. These conditions result from factors including geopolitical tensions, including the effects of the Israel-Hamas conflict and the uncertainty regarding the sustainability of the related cease-fire and the conflict involving Israel, the U.S., Iran and surrounding nations, as well as other geopolitical tensions and uncertainties, global supply chain disruptions, labor market volatility, tariffs and trade wars, general economic uncertainty, inflation, fluctuations in U.S. and global interest rates, and currency exchange rate fluctuations. The global economy is also experiencing heightened uncertainty due to market reactions to changes in international trade and tariff policies, recessionary concerns, corporate bankruptcies, and the impact of actual or potential U.S. government shutdowns, which have the potential to further exacerbate inflationary pressures. These conditions have negatively impacted our advertisers and, as a result, our business could, if these conditions continue or worsen, adversely impact us in the future, including if our advertisers were to reduce or further reduce their advertising spending. We continue to monitor our operations, and the operations of those in our ecosystem (including media partners, advertisers, and agencies), but these conditions make it difficult to accurately forecast and plan future business activities. Such volatility could cause a further reduction or delay in overall advertising demand and spending or impact our advertisers’ ability to pay, any of which would negatively impact our business, financial condition, and results of operations. For additional information regarding the potential impact of macroeconomic factors on our business, see Item 1A, “Risk Factors” in our 2025 Form 10-K. Conditions in Israel Many of our employees, including certain members of our management team and board of directors (“Board”), operate from our offices in Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region directly affect our business and operations. Following the October 7, 2023 attacks by Hamas terrorists on Israel’s southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah (a terrorist organization based in Lebanon) and Iran, both directly and through proxies. Although a ceasefire between Israel and Hamas took effect on October 10, 2025, there is no assurance that this agreement will continue to be upheld. More recently, in February 2026, hostilities between Israel and Iran escalated again. In late February 2026, Israel, together with the U.S., conducted a major joint military campaign involving air and missile strikes against targets in Iran. These actions triggered a broad Iranian response and contributed to significant regional instability. The situation remains highly fluid, and we are unable to predict when, or on what terms, this escalation will be resolved. As of the date of the filing of this Report, significant volatility and uncertainty persists throughout the Middle East region, with the potential for continued escalation into a broader and more sustained regional conflict. The draft of Israeli military reservists, as well as the evacuation of Israeli citizens from areas near conflict zones have adversely affected, and continue to adversely affect, our employees impacted by such actions. In addition, government-imposed restrictions and precautions in response to such conflicts may negatively impact our employees, management and directors by interrupting their ability to effectively perform their roles and responsibilities. In addition, further hostilities involving Israel could lead to damage to facilities and infrastructure, increased cyber attacks, the interruption or curtailment of trade between Israel and its trading partners, and/or the willingness to do business with companies with operations in Israel. Furthermore, macroeconomic indications of the deterioration of Israel’s economic standing as reflected in the downgrading of Israel’s credit 29 rating by rating agencies (such as Moody’s and S&P Global) could adversely affect our business, financial condition and results of operations and could make it more difficult for us to raise capital. The intensity and duration of these conflicts are difficult to predict and we are continuing to monitor these events and assessing their current and potential impacts on our business. We cannot attribute the impact of the current trends in advertising demand to any particular factor, including conditions in Israel, and cannot predict the impact if these conflicts continue or escalate further. See Item 1A, “Risk Factors” included in our 2025 Form 10-K for more information regarding certain risks associated with the conditions in Israel. Factors Affecting Our Business Advertiser Retention and Growth Our growth is partially driven by retaining and expanding the amount of spend by advertisers on our platform and by acquiring new advertisers. Our t [Excerpt truncated for page length; source filing is linked above.] ## Latest 10-K MD&A Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations together with our audited annual consolidated financial statements and the related notes and other financial information included elsewhere in this Annual Report on Form 10-K (this “Report”). In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, beliefs, and expectations, and involve risks and uncertainties that could cause actual results, events, or circumstances to differ materially from those projected in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Report, particularly under Item 1A, “Risk Factors” and “Note About Forward-Looking Statements.” The purpose of this Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide the readers of our financial statements with narrative information from our management, which is necessary to understand our business, financial condition, and results of operations. The MD&A should be read in conjunction with our audited consolidated financial statements and notes thereto. In addition to the audited consolidated financial statements prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP financial measures throughout this discussion to provide investors with supplemental metrics used by our management for financial and operational decision making. These measures are supplemental and are not an alternative to our financial statements prepared in accordance with U.S. GAAP. See “Non-GAAP Reconciliations” in this Report for the definitions and limitations of these measures, and reconciliations to the most comparable U.S. GAAP financial measures. Business Overview 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. 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. 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 50 Table of Contents 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. The following is a summary of our performance for the years ended December 31, 2025 and 2024, which incorporates the results of operations for Legacy Teads from February 3, 2025 through December 31, 2025: •Our revenue was $1,300.5 million in 2025, compared to $889.9 million in 2024. Revenue for 2025 included net favorable foreign currency effects of approximately $15.5 million, and increased $395.1 million, or 44.4%, on a constant currency basis, compared to the prior year period. •Our gross profit was $429.1 million and our gross margin was 33.0% in 2025, compared to gross profit of $192.1 million and gross margin of 21.6% in 2024. •Our Ex-TAC Gross Profit(1) was $529.7 million in 2025, compared to $236.1 million in 2024. •Our net loss was $517.1 million, or (120.5)% of gross profit in 2025, compared to net income of $0.7 million, or (0.4)% of gross profit in 2024. Net loss for 2025 included non-cash impairment charges related to goodwill and intangible assets of $367.7 million, pre-tax acquisition-related costs of $28.9 million relating to the Acquisition, and restructuring charges of $15.3 million (as defined below). •Our Adjusted EBITDA(1) was $93.4 million in 2025, compared to $37.3 million in 2024. Adjusted EBITDA(1) was 17.6% and 15.8% of Ex-TAC Gross Profit(1) in 2025 and 2024, respectively. ______________________ (1)Ex-TAC Gross Profit, Adjusted EBITDA and constant currency measures are non-GAAP financial measures. See “Non-GAAP Reconciliations” in this Report for definitions and limitations of these measures, and reconciliations to the comparable U.S. GAAP financial measures. Recent Developments Acquisition of Teads On August 1, 2024, we entered into a definitive share purchase agreement (the “Share Purchase Agreement”) with Altice Teads S.A. (the “Seller” or “Altice Teads”), a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg and the sole shareholder of Legacy Teads, and Legacy Teads. Pursuant to the Share Purchase Agreement, we agreed to acquire all of the issued and outstanding share capital of Legacy Teads on the terms and conditions set forth in the Share Purchase Agreement. On February 3, 2025, the parties entered into Amendment No. 1 to the Share Purchase Agreement, which revised certain terms of the Share Purchase Agreement, including the consideration paid at the closing of the Acquisition. On February 3, 2025, we completed the Acquisition for an aggregate closing day consideration of approximately $0.9 billion, including $625 million in cash, subject to certain customary adjustments, and 43.75 million shares of Common Stock. Following the closing, the Seller owned approximately 46.6% of the Company’s issued and outstanding shares of Common Stock (based on the amount of issued and outstanding shares of Common Stock as of December 31, 2024) and continues to own this approximate percentage as of the filing date of this Report. We believe that the Acquisition created one of the largest Open Internet advertising platforms, which is differentiated by our ability to drive outcomes for awareness, consideration, and performance objectives, across CTV, web and mobile applications. For the year ended December 31, 2025, we recorded Acquisition and integration costs of approximately $28.9 million. See Note 2 to the accompanying audited consolidated financial statements for additional information on the Acquisition. 2025 Restructuring Plans During the fiscal year ended December 31, 2025, the Company initiated two distinct restructuring plans to streamline operations and align its cost structure with its strategic priorities. Acquisition Integration Plan (February 2025) 51 Table of Contents On February 3, 2025, in connection with the completion of the Acquisition, the Company announced a restructuring plan (the “Plan”), as part of its efforts to streamline operations and reduce duplication of roles. The Plan involved a reduction in workforce of approximately 15%. The actions associated with the employee restructuring under the Plan were initiated in February 2025, were implemented in large part in the second quarter of 2025 and were substantially completed in the third quarter of 2025. The Company incurred pre-tax charges totaling $9.6 million in 2025, primarily consisting of severance and other related payments. Strategic Restructuring Plan (December 2025) Subsequently, on December 3, 2025, the Company commenced a broader strategic restructuring plan (the “Strategic Plan”) intended to reduce operating costs, improve operating margins and advance the Company’s commitment to profitable growth. The Strategic Plan involves a reduction of the Company’s global workforce by approximately 10%. We estimate that we will incur approximately $8.0 million to $12.0 million in charges in connection with the Strategic Plan, substantially all of which are expected to be future cash expenditures. These charges consist primarily of notice period and severance payments and employee benefits. We recognized approximately $5.7 million of these charges in the fourth quarter of 2025 and expect to incur the remainder primarily in the first half of 2026. We expect the Strategic Plan to result in annualized savings of approximately $35.0 million to $40.0 million when fully implemented. We expect the actions associated with the Strategic Plan to be substantially complete in the first half year of 2026, subject to local law and consultation requirements. Actual charges and the timing of the estimated savings associated with the Strategic Plan may differ materially from our assumptions due to a number of factors, including local labor law requirements and the outcome of consultation processes in Europe and other jurisdictions. Credit Agreements In connection with the entry into the Share Purchase Agreement on August 1, 2024, the Company entered into a debt commitment letter, dated August 1, 2024, with Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, LTD, pursuant to which these parties committed to provide (i) a $100 million senior secured revolving credit facility and (ii) a senior secured bridge facility in an aggregate principal amount of up to $750 million. Subsequently, on February 3, 2025 (the “Credit Facilities Closing Date” or “Acquisition Closing Date”), in connection with the completion of the Acquisition, the Company and our wholly-owned subsidiary, OT Midco Inc. (“Midco”), entered into a credit agreement (the “Credit Agreement”) among the Company, Midco, the additional borrowers party thereto from time to time, Goldman Sachs Bank USA, as sole administrative agent and swingline lender, U.S. Bank Trust Company, National Association, as the collateral agent, and the lenders, issuing banks and arrangers party thereto from time to time. The Credit Agreement provided for (a) a super senior secured revolving credit facility in an aggregate principal amount of $100.0 million (the “2025 Revolving Facility”) and (b) a senior secured bridge term loan credit facility in an aggregate principal amount of $625.0 million (the “Bridge Facility” and, together with the 2025 Revolving Facility, the “Credit Facilities”). See the “Liquidity and Capital Resources” section below and Note 9 to the accompanying audited consolidated financial statements for additional information regarding the Credit Facilities. On the Credit Facilities Closing Date, Midco borrowed $625 million in aggregate principal amount under the Bridge Facility (the “Bridge Loans”). The proceeds of the Bridge Loans were used to finance the consideration for the Acquisition and to pay related transaction fees, costs and expenses. The 2025 Revolving Facility may be used for working capital and other general corporate purposes of the Company and its subsidiaries. Further, on the Credit Facilities Closing Date, in connection with the entry into the Credit Agreement described above, the Company terminated the Second Amended and Restated Loan and Security Agreement, dated as of November 2, 2021, by and among the Company, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, Zemanta Holding USA Inc. and Zemanta Inc. Senior Secured Notes On February 11, 2025, Midco completed a private offering (the “Offering”) of $637.5 million in aggregate principal amount of 10.000% senior secured notes due 2030 (the “Notes”) at an issue price of 98.087% of the principal amount thereof in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). See the “Liquidity and Capital Resources” section below and Note 9 to the accompanying audited consolidated financial statements for additional information regarding the Notes. 52 Table of Contents The proceeds from the Offering were used, together with cash on hand, to repay in full and cancel the indebtedness incurred under the Bridge Facility, including accrued and unpaid interest thereon, that was used to finance and pay costs related to the Acquisition, as well as pay fees and expenses incurred in connection with the Offering and the Bridge Facility refinancing. 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. Impairment of vi In March 2025, in connection with the post-merger integration of the newly acquired Legacy Teads business, we made a decision to discontinue the video product offering associated with our prior acquisition of video intelligence AG. Accordingly, during the twelve months ended December 31, 2025, we recorded impairment charges totaling $15.5 million to fully write off the associated intangible assets and capitalized software, as further described in Note 5 and 6 to the accompanying audited consolidated financial statements. Goodwill Impairment In the fourth quarter of 2025, we completed our annual goodwill impairment test for the Company, as a single reporting unit, in accordance with ASC 350, Intangibles - Goodwill and Other (“ASC 350”). During the same period, a sustained decline in our stock price resulted in a significant reduction in our market capitalization, indicating that a potential impairment existed under ASC 350. We estimated the reporting unit’s fair value using a combination of income and market approaches. Based on this assessment, which incorporated current macroeconomic conditions, long‑term growth and margin expectations, and elevated discount rates, we concluded that the carrying amount of the reporting unit exceeded its estimated fair value. As a result, we recorded a non‑cash goodwill impairment charge of $352.1 million for the twelve months ended December 31, 2025. The impairment charge does not affect our cash flows, liquidity, or compliance with debt covenants, nor does it impact our ability to execute our operating or investment plans. We will continue to monitor the reporting unit’s performance and relevant market conditions in future periods and will perform additional impairment testing if events or changes in circumstances indicate that it is more likely than not that the reporting unit’s fair value is below its carrying amount, as further described in Note 5 to the accompanying audited consolidated financial statements. 53 Table of Contents Conditions in Israel Many of our employees, including certain members of our management team and the Board, operate from our offices in Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region directly affect our business and operations. Following the October 7, 2023 attacks by Hamas terrorists on Israel’s southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah (a terrorist organization based in Lebanon) and Iran, both directly and through proxies 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 has conducted limited military operations targeting the Syrian army, Iranian military assets and infrastructure linked to Hezbollah and other Iran-supported groups. Although certain cease-fire agreements have been reached with Hamas and Lebanon (with respect to Hezbollah), and some Iranian proxies have declared a halt to their attacks, there is no assurance that these agreements will be upheld. 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. Also, the fall of the Assad regime in Syria may create geopolitical instability in the region. In June 2025, direct hostilities broke out between Israel and Iran, involving significant missile and drone strikes exchanged between the two countries. This escalation and other regional events have heightened regional instability and increased security risks across Israel. These events have resulted in significant travel restrictions, facility closures and shelter-in-place orders, including remote work measures, in various locations, and may further impact critical infrastructure, supply chains, and the broader Israeli economy. In October 2025, a cease-fire was brokered between Israel and Hamas. However, we cannot predict if and to what extent this cease-fire will remain in effect or be upheld. More recently, in February 2026, hostilities between Israel and Iran escalated again. In late February 2026, Israel, together with the U.S., conducted a major joint military campaign involving air and missile strikes against targets in Iran. These actions triggered a broad Iranian response and contributed to significant regional instability. The situation remains highly fluid, and we are unable to predict when, or on what terms, this escalation will be resolved. The draft of Israeli military reservists, as well as the evacuation of Israeli citizens from areas near conflict zones have adversely affected our employees impacted by such actions. In addition, future government-imposed restrictions and precautions in response to such conflicts may negatively impact our employees, management and directors by interrupting their ability to effectively perform their roles and responsibilities. In addition, further hostilities involving Israel, could lead to damage to facilities and infrastructure, increased cyber attacks, the interruption or curtailment of trade between Israel and its trading partners, and/or the willingness to do business with companies with operations in Israel. Furthermore, macroeconomic indications of the deterioration of Israel’s economic standing as reflected in the downgrading of Israel’s credit rating by rating agencies (such as Moody’s, S&P Global and Fitch) could adversely affect our business, financial condition and results of operations and could make it more difficult for us to raise capital. The intensity and duration of the conflict between Israel and Hamas and the sustainability of the related cease-fire, the conflict involving Israel, the U.S., Iran and surrounding nations, as well as the conflicts with Hezbollah and other terror organizations and Iran and other countries are difficult to predict and we are continuing to monitor the situation and assessing its potential impact on our business. We cannot attribute the impact of the current trends in advertising demand to any particular factor, including the conditions in Israel, and cannot predict the impact if the war continues or escalates further. See Item 1A “Risk Factors” included in this Report for more information regarding certain risks associated with the conditions in Israel. Recent Trends, Risks and Uncertainties Together with those risk factors we have identified in this Report, we have identified the following important factors that could impact our future financial performance or condition: Following the Acquisition, we faced operational challenges in returning to growth while implementing the complex integration of two similarly scaled companies. In response, during the second half of 2025, we restructured our go-to-market organization and implemented several measures related to our organizational leadership, structure and processes. These changes have resulted in measurable improvements in leading indicators. We are seeing an increase in new business-generating meetings, a growing pipeline, and a shift in the trajectory of cross-sell revenue. Despite this progress in early-stage metrics, the impact of these improvements on revenue is nascent and has been influenced by factors such as macroeconomic volatility, increased competition, advertiser volatility, and agency relationships in certain geographies and verticals. We are facing a changing ecosystem, including declining traffic trends on the traditional publisher side of the Open Internet and increased competition on the demand side. The proliferation of generative AI tools, particularly their integration into major search engines and web browsers, is causing a shift in how users discover and consume content online. These tools can provide 54 Table of Contents users with direct answers and AI-generated summaries which has reduced their need to click through to original publisher websites. This trend of bypassing the traditional user journey to a publisher’s site has led to a decline in direct user traffic. For a representative segment of our premium publisher partners, we have observed this trend result in an approximate 10% to 15% decline in paid page views. A reduction in traffic to our media partners directly decreases the inventory of advertising impressions available for us to monetize which has affected and continues to affect our revenue and results of operations. Our legacy Outbrain DSP business also experienced headwinds, including from the clean-up of underperforming supply partners and other quality control changes. These changes had a meaningful impact, with a small but impactful number of customers reducing their spend on our platform year over year. During the third quarter, we engaged an external consulting firm to conduct a comprehensive review of our business to identify opportunities to restore growth and improve profitability. This review provided analysis and specific implementation plans regarding the rationalization of our business portfolio, our operational and organizational structure, and potential further efficiencies, which were converted into detailed execution plans, including the Strategic Plan announced in December 2025 and the realignment of our commercial and product teams around distinct growth pillars. Macroeconomic Environment General worldwide economic conditions have experienced significant instability, as well as volatility and disruption in the financial markets, resulting from factors including geopolitical tensions, including the effects of the Russia-Ukraine and Israel-Hamas conflicts (and the uncertainty regarding the sustainability of the related cease-fire), the conflict involving Israel, the U.S., Iran and surrounding nations, general unrest in Europe, regional instability in Venezuela, instability in the Middle East following the collapse of the Assad regime in Syria, as well as other geopolitical tensions and uncertainties, tariffs and trade wars, new and proposed legislation or government shutdowns in the U.S., general economic uncertainty, inflation, fluctuations in U.S. and global interest rates, recessionary concerns, bank failures or volatility in the financial services sector, currency exchange rate fluctuations, global supply chain disruptions, and labor market volatility. The global economy is also experiencing heightened uncertainty in part due to market reactions to changes in tariff policies, which have the potential to further exacerbate inflationary pressures, with the duration of any such impact remaining uncertain. These conditions have negatively impacted our advertisers and, as a result, our business and could, if they continue or worsen further, adversely impact us in the future, including if our advertisers were to reduce or further reduce their advertising spending as a result of any of these factors. We continue to monitor our operations, and the operations of those in our ecosystem (including media partners, advertisers, and agencies), but these conditions make it difficult for us, our media partners, advertisers, and agencies to accurately forecast and plan future business activities and they could cause a further reduction or delay in overall advertising demand and spending or impact our advertisers’ ability to pay, any of which would negatively impact our business, financial condition, and results of operations. Factors Affecting Our Business Advertiser Retention and Growth Our growth is partially driven by retaining and expanding the amount of spend by advertisers on our platform and by acquiring new advertisers. Our total addressable market includes top, middle, and bottom of the marketing funnel, which allows us to attract diverse, premium demand. We view our full-funnel offering of both branding and performance capabilities as an opportunity to increase advertiser and agency spend on our platform. We invest in our relationships with agencies, both on a local and global basis, aligning on mutually beneficial service level agreements, and building products that help to solve their goals and streamline their operations. In addition, our joint business partnerships (“JBPs”) with large enterprise brands represent a significant overall portion of our revenue and are strategic for driving advertiser retention and growth. We continually invest in enhancements to our platform that allow advertisers to drive concrete business outcomes and ROAS. In particular, we are expanding our use of AI to automate manual tasks in campaign setup and optimization, while enhancing advertiser creative and overall performance. We also support advertisers with developing creative ads across formats, as a value added service to our advertisers. Advertiser budgets and pricing on our platform fluctuate from period to period for a variety of reasons, including advertiser-specific cycles and preferences, quality of performance and ROAS, supply and demand balance, macroeconomic conditions, and seasonality. In order to grow our revenue and Ex-TAC Gross Profit and maximize value for our advertisers and media partners, our focus as a business is on driving business outcomes and ROAS for advertisers. For the year ended December 31, 2025, tens of thousands of unique advertisers were active on our owned and operated platforms, in addition to the thousands of advertisers who access the platform through programmatic partnerships. 55 Table of Contents Retention and Growth of Relationships with Media Partners We rely on our relationships with our media partners for our advertising inventory and our corresponding ability to drive advertising revenue. To further strengthen these relationships, we continuously invest in our technology and product functionality to drive user engagement and monetization by taking steps designed to (i) improve our algorithms, referred to as our AI prediction engine; (ii) attract and procure relevant demand; (iii) expand the adoption of our enhanced products by media partners; and (iv) expand our demand capabilities to new formats. Our relationships with our media partners are typically long-term and strategic in nature, providing us with valuable ad inventory, often on an exclusive basis. Our top 20 media partners leveraged our platform for an average of 7 years (based on 2025 revenue). Our growth depends on media partners’ ability to drive traffic to their sites, apps or other properties. The proliferation of social media properties, streaming services and other platforms, as well as the adoption of AI have negatively impacted and may continue to negatively impact the growth of key segments of our media partners, namely digital publishers. At the same time, the trends in user engagement create new opportunities and further needs from the media partners for our solutions to engage users and enhance monetization. Expansion Into New Environments, New Experiences and New Ad Formats The available mediums and formats for consumers to engage with media has greatly expanded over the last several years. As this evolution in media consumption and consumer behavior continues, we are focused on utilizing our AI prediction technology to bring curated, relevant consumer experiences to these new devices, experiences and formats. Fundamentally, we plan to continue to make our platform available for media partners on all types of devices and platforms and evolve our business to apply our technology to the most popular methods of media consumption, such as CTV environments including HomeScreen advertising placements. Examples of environments in which content consumption is expected to grow include CTV, online video, mobile in-app environments, and within Large Language Models (“LLMs”) interfaces. Our omnichannel outcomes platform enables advertisers to not only reach their audiences across the broad digital advertising ecosystem — from web, to CTV, to app environments — but to drive outcomes from those audiences at each step of the marketing funnel. The development and deployment of new ad formats and further penetrating new and growing environments, allow us to better serve advertisers who seek to target and engage consumers at scale. We believe this continues to open and grow new types of advertiser demand, while ensuring relevance of the environments in which we operate. User Engagement and Driving Desired Outcomes Driving outcomes is a key pillar of our platform that drives value for media partners and advertisers. Our AI prediction engine manages this dynamic, matching consumers with editorial and advertiser experiences that will deliver desired outcomes across the digital advertising ecosystem. The ability to deliver on outcomes for our media partners and advertisers is driven by several factors, including enhancements to our AI prediction engine, growth in the breadth and depth of our data assets, the size and quality of our content and advertising index, user engagement, new media partners, expansion on existing media partners and expansion to new media environments and formats. As we expand and invest, we are able to further maximize our efficacy across different screens and devices, support brands effectively across the lifecycle of their needs, and collect and connect more data and, as a result, continually improve our prediction engines, which drives better results for our advertiser and media owner partners. 56 Table of Contents Investment in Our Technology and Infrastructure Innovation is a core tenet of our Company and our industry. The dynamic and continuously evolving nature of the digital advertising ecosystem will be significantly impacted by the use of AI in further driving innovative new technologies and solutions. We plan to continue our investments in our people, our technology, and moreover our people’s use of AI in order to retain and enhance our competitive position. For example, improvements to our AI prediction engine or use of additional data signals, helps us deliver more relevant ads, driving higher user engagement, thereby improving ROAS or other desired outcomes for advertisers and increasing monetization for our media partners. We believe in the transformative power of AI in shaping the future of sustainable media, and we are powered by our deep expertise in using predictive AI technology for years to empower both media owners and advertisers in their businesses. We leverage predictive AI in a manner designed to enable media owners to increase their revenues and connect with audiences on their own platforms. We use machine learning to predict consumer interest and propensity to convert ads to sales. Our technology has developed into a robust AI machine learning system and is largely homegrown by our Research and Development team. One of the strongest long-term levers in our business is the continuous improvement of our algorithms and the data sets our algorithms learn from. Our direct integrations across our media partners’ properties provide us with a large volume of proprietary first-party data, including context, user interest and behavioral signals. The more data points we have, the better we believe our advertisers’ ROAS and yield potential can be. Our dynamic placement optimization and ad serving technology dynamically adjusts both the arrangement and the formats of content delivered to a user, depending on the user’s preferences and a media partner’s key performance indicators, designed to provide a tailored and engaging experience. We continue to invest in media partner and advertiser focused tools, technology, and products as well as privacy-centric solutions. Industry Dynamics Demand for Outcomes Across the Funnel Our business depends on the overall demand for digital advertising, on the continuous success of our current and prospective media partners, and on general market conditions. Digital advertising is a rapidly growing industry, with growth that has outpaced the growth of the broader advertising industry. Content consumption continues to evolve, requiring media owners to adapt in order to successfully attract, engage and monetize their consumers. As audiences are increasingly engaged across digital media platforms, and as more purchase data is created, collected, integrated and analyzed digitally, advertisers are increasingly able to leverage sophisticated measurement and attribution solutions in order to optimize their advertising spend across the marketing funnel. As a result, advertisers are increasingly shifting spend away from legacy media offerings towards data-based solutions, driven by performance-centric metrics. We believe that our strength in delivering engagement and clear outcomes for advertisers, from high-impact branding to lower-funnel performance, built on our proprietary AI prediction engine, aligns well with the ongoing market shift towards increased accountability and expectations of ROAS from digital advertising spend. The Role of AI in Content and Personalization AI is revolutionizing content creation, distribution, and personalization; automating tasks like video editing, image recognition, and language translation. AI-powered systems are also improving content delivery, helping media platforms suggest relevant movies, shows, articles, and advertisements to consumers. This is especially important at a time when advertisers increasingly anticipate measurable results from their digital advertising investments. We believe that our experience in this space enables us to more nimbly capitalize on the opportunities for media owners and advertisers to leverage AI and automation to engage consumers and optimize their business goals. For additional information regarding our strategic approach to these technologies, see “Item 1. Business—Industry” and “Item 1A. Risk Factors” included in this Report. Generative AI and Search Trends At the same time, the proliferation of generative AI tools, particularly their integration into major search engines and web browsers, is causing a shift in how users discover and consume content online. These tools can provide users with direct answers and AI-generated summaries, which has reduced their need to click through to original publisher websites. This trend of bypassing the traditional user journey to a publisher’s site could lead to a significant decline in direct user traffic. A reduction in traffic to our media partners directly decreases the inventory of advertising impressions available for us to monetize, which has affected, and could in the future have a significant effect on, our revenue and results of operations. For additional information regarding the impact of these trends and the related risks to our business, see “Item 1. Business—Industry” and “Item 1A. Risk Factors” included in this Report. 57 Table of Contents Regulatory and Platform Changes Regulators across most developed markets are increasingly focused on enacting and enforcing user privacy rules as well as exerting tighter oversight on the major “walled garden” platforms. Industry participants have recently been, and likely will continue to be, impacted by changes implemented by platform leaders, such as Apple’s change to its Identifier for Advertisers policy and Google’s evolving roadmap pertaining to the use of third-party cookies within its Chrome web browser. See “Item 1. Business—Industry”, “Item 1. Business—Regulatory Environment”, and “Item 1A. Risk Factors” included in this Report for additional information regarding changing industry dynamics with respect to industry participants and the regulatory environment. Seasonality The global advertising industry experiences seasonal trends that affect most participants in the digital advertising ecosystem. Our revenue generally fluctuates from quarter to quarter as a result of a variety of factors, including seasonality, as many advertisers allocate the largest portion of their budgets to the fourth quarter of the calendar year to coincide with increased holiday purchasing, as well as the timing of advertising budget cycles. Historically, the fourth quarter of the year has reflected the highest levels of advertiser spending, and the first quarter generally has reflected the lowest level of advertiser spending. In addition, expenditures by advertisers tend to be cyclical and discretionary in nature, reflecting changes in brand advertising strategy, budgeting constraints, and buying patterns, and a variety of other factors, many of which are outside of our control. The quarterly rate of increase in our traffic acquisition costs is generally commensurate with the quarterly rate of increase in our revenue. However, traffic acquisition costs have, at times, grown at a faster or slower rate than revenue, primarily due to the mix of the revenue generated or contracted terms with media partners. We generally expect these seasonal trends to continue, though historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and macroeconomic conditions. These trends will affect our operating results and we expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole. Definitions of Financial and Performance Measures Revenue We generate revenue primarily from advertisers who purchase media inventory from us to deliver digital advertising across a broad range of environments, including web, mobile app, online video, and CTV. Advertisers buy media through our platform using multiple buying models, including cost‑per‑click (“CPC”), cost‑per‑thousand impressions (“CPM”), video completion‑based pricing, and other outcome‑based formats. Revenue is recognized when an advertisement is delivered or when the specified outcome—such as an impression, click, completed video view, or other measurable event as defined in the contract—occurs. The nature of the outcome depends on the campaign objective and the applicable pricing model. In most arrangements, we act as the principal in the transaction because we control the advertising inventory before it is transferred to the advertiser. In these cases, we recognize revenue on a gross basis for the amount billed to the advertiser. In certain arrangements, where we do not control the advertising inventory prior to transfer, we act as an agent and recognize revenue on a net basis. Our revenue is impacted by the level of advertiser demand for our products and by the volume, quality, and performance of available advertising inventory. Demand fluctuates based on macroeconomic conditions, seasonal advertising patterns, campaign performance, brand and performance marketing budgets, and advertiser ROAS expectations. As advertisers achieve their desired ROAS on our platform, they may increase budgets or expand usage of our full‑funnel solutions over time. We continue to expand and introduce new platform features that are adopted by our advertisers, expand our omnichannel capabilities, extend our reach to more CTV, video offerings, and other inventory and add additional customers whose businesses may have different underlying business models. Our agreements with advertisers provide them with considerable flexibility to modify their overall budget, price (cost-per-click, cost-per-impression), and the ads they wish to deliver on our platform, which can impact the timing and amount of revenue recognized. 58 Table of Contents Traffic Acquisition Costs We define traffic acquisition costs (“TAC”) as amounts owed to media partners for the purchase of inventory. We incur costs with our media partners, which may be publishers, third-party intermediaries, or other parties such as original equipment manufacturers, in the period in which certain actions, such as click-throughs, impressions or views occur. Such costs due to media partners are based on the media partners’ contractual revenue share, programmatic bidding or guaranteed minimums based on certain media partner conditions. In some circumstances, we incur costs based on a guaranteed minimum payment, which may be based on either impressions, page views or a fixed amount if the partner reaches certain performance targets, in exchange for guaranteed placement on specified portions of the media partners’ online properties. As such, traffic acquisition costs may not correlate with fluctuations in revenue, as our costs may remain fixed even with a decrease in revenue. Traffic acquisition costs also include amounts payable to media partners whose supply is purchased programmatically. Other Cost of Revenue Other cost of revenue consists of costs related to the management of our data centers, hosting fees, data connectivity costs, research and insight costs, and depreciation and amortization. Other cost of revenue also includes the amortization of capitalized software that is developed or obtained for internal use associated with our revenue-generating technologies and amortization of intangible assets. Operating Expenses Our operating expenses consist of research and development, sales and marketing and general and administrative expenses. The largest component of our operating expenses is personnel costs. Personnel costs consist of wages, benefits, bonuses, stock-based compensation and, with respect to sales and marketing expenses, sales commissions. Research and Development. Research and development expenses are related to the development and enhancement of our platform and consist primarily of personnel and the related overhead costs, amortization of capitalized software for non-revenue generating infrastructure and facilities costs. Sales and Marketing. Sales and marketing expenses consist primarily of personnel and the related overhead costs for personnel engaged in marketing, advertising, client services, and promotional activities. These expenses also include advertising and promotional spend on media, conferences, and other events to market our services, and facilities costs. General and Administrative. General and administrative expenses consist primarily of personnel and the related overhead costs, professional fees, facilities costs, insurance, and certain taxes other than income taxes. General and administrative personnel costs include, among others, our executive, finance, human resources, information technology and legal functions. Our professional service fees consist primarily of accounting, audit, tax, legal, information technology and other consulting costs, including costs relating to the Acquisition, as well as our compliance with Sarbanes-Oxley Act requirements. Impairment of Intangible Assets. Impairment of intangible assets primarily consist of impairments of long-lived assets and capitalized software associated with the discontinuance of the video product offering associated with vi during the first quarter of 2025. Goodwill Impairment. Goodwill impairment represents a non‑cash charge resulting from a decline in the estimated fair value of goodwill recognized from prior acquisitions, including the Acquisition. This charge does not reflect ongoing operating performance and is excluded from certain financial and performance measures. Restructuring Charges. Restructuring charges include non‑recurring severance and related costs incurred in connection with (i) the workforce reduction announced following the Acquisition in February 2025, and (ii) the strategic restructuring plan initiated in December 2025 to streamline operations and reduce costs. These charges are not reflective of ongoing operating performance and are excluded from certain financial and performance measures. 59 Table of Contents Other (Expense) Income, Net Other (expense) income, net is comprised of gains on repurchases of our long-term debt, interest expense, and other (expense) income and interest income, net. Gain on Repurchase of Long-Term Debt. On June 17, 2025, we completed the repurchase of $9.3 million aggregate principal amount of the Notes for approximately $8.0 million in cash, including accrued interest, at a discount of approximately 17% to the principal amount and recorded a pre-tax gain of approximately $1.2 million. In September 2024, we repurchased the remaining $118.0 million of our 2.95% Convertible Senior Notes due 2026 (“Convertible Notes”) at a discount of approximately 7.5% of the principal amount and recorded a pre-tax gain of $8.8 million. Interest Expense. Interest expense consists of interest and fees on the Bridge Facility drawn and repaid during the first quarter of 2025, interest on our Notes, the Overdraft Facility (as defined below) assumed in the Acquisition, our revolving credit facilities, our previously outstanding convertible notes, and amortization of the related discount and deferred financing fees. Interest expense may increase if we incur any borrowings under our 2025 Revolving Facility or if we enter into new debt facilities or finance lease arrangements. Other (Expense) Income and Interest Income, net. Other (expense) income and interest income, net primarily consists of interest earned on our cash, cash equivalents and investments in marketable securities, discount amortization on our investments in marketable securities, and foreign currency exchange gains and losses. Foreign currency exchange gains and losses, both realized and unrealized, relate to transactions and monetary asset and liability balances denominated in currencies other than the functional currencies, including mark-to-market adjustments on undesignated foreign exchange forward contracts. Foreign currency gains and losses may continue to fluctuate in the future due to changes in foreign currency exchange rates. Provision for Income Taxes Provision for income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions, as well as deferred income taxes and changes in valuation allowance, reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of our deferred tax assets depends on the generation of future taxable income. In considering the need for a valuation allowance, we consider our historical and future projected taxable income, as well as other objectively verifiable evidence, including our realization of tax attributes, assessment of tax credits and utilization of net operating loss carryforwards. 60 Table of Contents Results of Operations We have one operating segment, which is also our reportable segment. The following table sets forth our results of operations for the periods presented: Year Ended December 31, 2025 2024 (In thousands) Consolidated Statements of Operations: Revenue $ 1,300,461 $ 889,875 Cost of revenue: Traffic acquisition costs 770,799 653,731 Other cost of revenue 100,610 44,042 Total cost of revenue 871,409 697,773 Gross profit 429,052 192,102 Operating expenses: Research and development 43,554 37,010 Sales and marketing 277,340 96,931 General and administrative 124,145 70,057 Impairment of intangible assets 15,614 — Goodwill impairment 352,130 — Restructuring charges 15,288 742 Total operating expenses 828,071 204,740 Loss from operations (399,019) (12,638) Other income (expense) Gain on repurchase of long-term debt 1,225 8,782 Interest expense (75,135) (3,649) Other (expense) income and interest income, net (4,755) 9,209 Total other (expense) income, net (78,665) 14,342 (Loss) income before provision for income taxes (477,684) 1,704 Provision for income taxes 39,386 2,415 Net loss $ (517,070) $ (711) Other Financial Data: Research and development as % of revenue 3.3  % 4.2  % Sales and marketing as % of revenue 21.3  % 10.9  % General and administrative as % of revenue 9.5  % 7.9  % Ex-TAC Gross Profit (1) $ 529,662 $ 236,144 Adjusted EBITDA (1) $ 93,374 $ 37,300 ______________________ (1)Ex-TAC Gross Profit and Adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Reconciliations” in this Report for the definitions and limitations of these measures, and reconciliations to the most comparable U.S. GAAP financial measures. Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Revenue Revenue increased $410.6 million, or 46.1%, to $1,300.5 million for the twelve months ended December 31, 2025, compared to $889.9 million for the twelve months ended December 31, 2024. Revenue for 2025 included net favorable foreign currency effects of approximately $15.5 million, and increased $395.1 million, or 44.4%, on a constant currency basis, compared to the prior year period. 61 Table of Contents Our reported increases in revenue for the twelve months ended December 31, 2025 were primarily attributable to incremental revenues from the Acquisition of $517.2 million, offset in part by lower revenues of $106.6 million from the legacy Outbrain business. The decline in legacy Outbrain revenue was primarily driven by lower ad impressions from certain media partners and reduced revenue from select legacy products. See “Non-GAAP Reconciliations” for information regarding the constant currency measures provided in this discussion and below to supplement our reported results. Cost of Revenue and Gross Profit Traffic acquisition costs — Traffic acquisition costs increased $117.1 million, or 17.9%, to $770.8 million in 2025, compared to $653.7 million in the prior year period. Traffic acquisition costs for 2025 included net unfavorable foreign currency effects of approximately $13.5 million, and increased $103.6 million, or 15.8%, on a constant currency basis, compared to the prior year period. The increase was primarily attributable to $214.3 million incurred in connection with the Acquisition, offset in part by a $97.2 million decrease in traffic acquisition costs related to Outbrain, which was consistent with the decline in Outbrain revenues during the period. As a percentage of revenue, traffic acquisition costs decreased year over year, primarily reflecting the revenue mix impact of the Acquisition and lower traffic acquisition costs associated with the Outbrain business. Other cost of revenue — increased $56.6 million, or 128.4%, to $100.6 million in 2025, compared to $44.0 million in the prior year period. The increase was primarily attributable to $53.6 million of the other cost of revenue associated with the Acquisition and includes costs incurred from the Acquisition date onward. The remaining increase primarily reflected higher operating and infrastructure‑related costs associated with supporting the expanded business and integration costs following the Acquisition. Gross profit — increased $237.0 million, or 123.3%, to $429.1 million in 2025, compared to $192.1 million in 2024. Gross profit for 2025 included net favorable foreign currency effects of approximately $1.9 million, and increased $235.0 million, or 122.4%, on a constant currency basis, compared to the prior year period. The increase was primarily attributable to $249.3 million associated with the Acquisition, offset in part by a $12.3 million decrease related to Outbrain, primarily reflecting lower revenues during the twelve months ended December 31, 2025. Ex-TAC Gross Profit Our Ex-TAC Gross Profit increased $293.5 million, or 124.3%, to $529.7 million in 2025, from $236.1 million in 2024. Ex-TAC Gross Profit for 2025 included net favorable foreign currency effects of approximately $1.9 million, and increased $291.6 million, or 123.5%, on a constant currency basis, compared to the prior year period. The increase was primarily attributable to $302.9 million associated with the Acquisition, offset in part by a $9.4 million decrease related to Outbrain, primarily reflecting lower revenues during the twelve months ended December 31, 2025. Operating Expenses Operating expenses increased by $623.3 million, or 304.5%, to $828.1 million in 2025, from $204.7 million in 2024. The reported increase was primarily attributable to the impact of the Acquisition, including acquisition and integration costs, impairment charges of goodwill and intangible assets during the twelve months ended December 31, 2025. The components of operating expenses are discussed below: Research and development expenses — increased $6.5 million in 2025 compared to the prior year period. The increase was primarily driven by $15.0 million of research and development expenses attributable to the Acquisition and includes costs incurred from the Acquisition date onward. This increase was partially offset by a $8.5 million decrease in R&D expenses within the Outbrain business, reflecting compensation and contractor cost reductions following restructuring actions and efforts to centralize certain R&D activities and processes after the Acquisition. Sales and marketing expenses — increased $180.4 million in 2025 compared to the prior year period. The increase was primarily attributable to $182.1 million of sales and marketing expenses associated with the Acquisition and includes costs incurred from the acquisition date onward. Sales and marketing expenses within the Outbrain business decreased modestly during the period, primarily reflecting lower compensation and commission costs following restructuring actions implemented in connection with the Acquisition. 62 Table of Contents General and administrative expenses — increased $54.1 million in 2025 compared to the prior year period. The increase was primarily attributable to $32.3 of million general and administrative expenses incurred in connection with the Acquisition and includes costs incurred from the Acquisition date onward. The remaining increase was primarily driven by higher non‑compensation expenses within the Outbrain business, including transaction and post‑merger integration costs, increased professional fees, and higher tax expenses. These increases were partially offset by lower compensation‑related costs following restructuring and headcount reductions implemented in connection with the Acquisition. Impairment of intangible assets — were $15.6 million for the twelve months ended December 31, 2025, and were largely attributable to the full impairment of the carrying values of the definite-lived intangible assets associated with our previously acquired vi business, in connection with our decision to discontinue the related video product offering as part of our post-merger integration following the Acquisition (see Notes 5 and 6 to the accompanying audited consolidated financial statements for additional information). Goodwill impairment — The Company recorded a non‑cash goodwill impairment charge of $352.1 million during 2025. There was no goodwill impairment charge in the prior year period. The impairment was recorded based on a quantitative goodwill impairment assessment performed. The charge primarily related to goodwill recognized in connection with the Acquisition (see Note 5 to the accompanying audited consolidated financial statements for additional information). Restructuring charges —increased $14.5 million in 2025 compared to the prior year period. The increase was primarily attributable to termination-related costs associated with two workforce reduction actions under the Company’s strategic restructuring plans, which were announced on February 3 and December 3, 2025 (see Note 3 to the accompanying audited consolidated financial statements for additional information). Other Income (Expense) Gain on repurchase of long-term debt — In June 2025, we completed the repurchase of $9.3 million aggregate principal amount of the Notes for approximately $8.0 million in cash, including accrued interest, representing a discount of approximately 17% to the principal amount of the repurchased Notes. As a result, we realized a pre-tax gain of approximately $1.2 million within other income in our consolidated statements of operations for the twelve months ended December 31, 2025. During the twelve months ended December 31, 2024, we recorded a pre-tax gain of approximately $8.8 million in connection with our repurchase of the remaining $118.0 million aggregate principal amount of Convertible Notes in September 2024. Interest expense — increased $71.5 million to $75.1 million for the twelve months ended December 31, 2025, from $3.6 million for the twelve months ended December 31, 2024. This increase was primarily driven by $59.7 million of interest expense on the Notes, including interest and amortization of the related discount and deferred financing fees, as well as $13.3 million of fees and interest related to the Bridge Facility, which was drawn to finance the cash portion of the Acquisition consideration and subsequently repaid with the proceeds from the Notes in February 2025. These increases were partially offset by reduced interest expense of $2.5 million due to the repurchase of the previously outstanding Convertible Notes. Other (expense) income and interest income, net — decreased $14.0 million to net other expense of $4.8 million for the twelve months ended December 31, 2025, compared to net other income of $9.2 million for the twelve months ended December 31, 2024. This decrease was primarily attributable to increased foreign currency losses of $12.3 million resulting from the remeasurement of transactions denominated in currencies other than the functional currencies and lower investment income of $5.0 million. Provision for Income Taxes Provision for income taxes was $39.4 million in 2025, compared to $2.4 million in 2024. The increase in 2025 was primarily due to an increase in valuation allowance and a new liability related to unremitted foreign earnings recorded in 2025, partially offset by anticipated foreign branch tax credits recorded in 2025, lower tax rates in certain foreign jurisdictions in 2025, and a pre-tax loss in 2025 as compared to pre-tax income in 2024. Our effective tax rate was (8.2)% in 2025 compared to 141.7% in 2024, primarily due to the limited pre-tax income in 2024 magnifying the impact of certain unfavorable tax rate reconciling items such as non-deductible costs in 2024 as compared to 2025, partially offset by an increase in valuation allowance coupled with a pre-tax loss in 2025. On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted into law in the U.S., with certain provisions of the OBBBA effective in 2025 and others becoming effective in 2026 and beyond. The OBBBA amends U.S. tax law including provisions related to bonus depreciation, interest deduction limitations, research and development, and foreign derived intangible income. The OBBBA provisions did not have a material impact on the Company’s total tax benefits or expense for 63 Table of Contents the period ended December 31, 2025 but will result in lower cash taxes due to a favorable change to the U.S. interest expense limitation regime, which allowed for more interest to be deducted in 2025 rather than carried forward into future years. The Company will continue to evaluate discretionary elections available and other provisions effective in 2026. As of December 31, 2025, the Company has recorded a valuation allowance against its net deferred tax assets in several jurisdictions, most notably in the U.S. In accordance with ASC 740, the Company considered all available evidence, both positive and negative, to determine whether it is more likely than not that the deferred tax assets will be realized. Evidence considered by the Company included (but was not limited to): an analysis of cumulative income or loss in the three year period ended December 31, 2025, permanent differences in computing taxable income such as global intangible low-taxed income (“GILTI”) and Subpart F income in the U.S., any contemplated restructuring or planning, and a scheduling of future sources of income. As of December 31, 2025, we are in a three-year cumulative loss position in the U.S. Under applicable accounting guidance, a cumulative loss in recent years represents significant, objective evidence that is difficult to overcome. After weighing all the evidence, we determined that the weight of the objective negative evidence outweighed the positive evidence and have recorded an increase to the valuation allowance against U.S. federal and state deferred tax assets. As of each reporting date, the Company will continue to consider existing evidence, both positive and negative, that could impact its view with regard to future realization of deferred tax assets. It is possible that the valuation allowance could change in the next 12 months. The Company has evaluated the potential impact of the Organization for Economic Cooperation and Development’s (“OECD”) Pillar Two Global Minimum Tax framework, which introduces a global minimum tax rate of 15% for multinational enterprises. Legislation enacted in numerous countries as of December 31, 2025 had an immaterial impact on the Company’s 2025 results. Further, in January 2026, the OECD issued further administrative guidance introducing a side-by-side framework under Pillar Two that would exclude U.S.-parented groups from certain Pillar Two provisions in recognition of existing U.S. minimum tax rules. The Company will continue to monitor legislative developments but does not anticipate any material impact on its consolidated financial statements at this time. A provision enacted as part of the 2017 Tax Cuts & Jobs Act requires companies to capitalize certain research and experimental expenditures for tax purposes in tax years beginning after December 31, 2021. As a result, as of December 31, 2025, the Company’s U.S. federal net operating losses have been fully utilized, with the exception of those subject to the annual limitation provided for in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), which resulted in higher cash taxes and lower effective tax rate due to a deduction related to foreign-derived intangible income. The Company’s previously undistributed earnings of foreign subsidiaries are no longer indefinitely reinvested due to current U.S. funding needs. Therefore, in 2025, an incremental deferred tax liability of $8.4 million was recorded for withholding tax and other income taxes due upon future distribution of earnings. The Company will evaluate opportunities to distribute earnings in a tax-efficient manner to minimize cash tax while achieving its liquidity and capital allocation objectives. Our future effective tax rate may be affected by the geographic mix of earnings in countries with different statutory rates. Additionally, our future effective tax rate may be affected by our ongoing assessment of the need for a valuation allowance on our deferred tax assets or liabilities, or changes in tax laws, regulations, or accounting principles, tax planning initiatives, as well as certain discrete items. Net Loss As a result of the foregoing, we recorded net loss of $517.1 million in 2025, as compared to net loss of $0.7 million in 2024. Adjusted EBITDA Our Adjusted EBITDA increased $56.1 million to $93.4 million in 2025 from $37.3 million in 2024, largely driven by the Acquisition. Our Adjusted EBITDA for 2025 included net unfavorable foreign currency effects of approximately $4.4 million. See “Non-GAAP Reconciliations” for the related definitions of Adjusted EBITDA and reconciliations to our net income (loss). 64 Table of Contents Non-GAAP Reconciliations Because we are a global company, the comparability of our operating results is affected by foreign exchange fluctuations. We calculate certain constant currency measures and foreign currency impacts by translating the current year’s reported amounts, reflecting only our organic performance and excluding the impact of new acquisitions during the year, into comparable amounts using the prior year’s exchange rates. All constant currency financial information being presented is non-GAAP and should be used as a supplement to our reported operating results. We believe that this information is helpful to our management and investors to assess our operating performance on a comparable basis. However, these measures are not intended to replace amounts presented in accordance with U.S. GAAP and may be different from similar measures calculated by other companies. We present Ex-TAC Gross Profit, Adjusted EBITDA, Adjusted EBITDA as a percentage of Ex-TAC Gross Profit, Free Cash Flow, and Adjusted Free Cash Flow because they are key profitability measures used by our management and our Board to understand and evaluate our operating performance and trends, develop short-term and long-term operational plans, and make strategic decisions regarding the allocation of capital. Accordingly, we believe that these measures provide information to investors and the market in understanding and evaluating our operating results in the same manner as our management and the Board. These non-GAAP financial measures are defined and reconciled to the corresponding U.S. GAAP measures below. These non-GAAP financial measures are subject to significant limitations, including those identified below. In addition, other companies in our industry may define these measures differently, which may reduce their usefulness as comparative measures. As a result, this information should be considered as supplemental in nature and is not meant as a substitute for revenue, gross profit, net loss or net cash provided by operating activities presented in accordance with U.S. GAAP. Ex-TAC Gross Profit Ex-TAC Gross Profit is a non-GAAP financial measure. Gross profit is the most comparable U.S. GAAP measure. In calculating Ex-TAC Gross Profit, we add back other cost of revenue to gross profit. Ex-TAC Gross Profit may fluctuate in the future due to various factors, including, but not limited to, seasonality and changes in the number of media partners and advertisers, advertiser demand or user engagements. There are limitations on the use of Ex-TAC Gross Profit in that traffic acquisition cost is a significant component of our total cost of revenue but not the only component and, by definition, Ex-TAC Gross Profit presented for any period will be higher than gross profit for that period. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry which have a similar business, may define Ex-TAC Gross Profit differently, which may make comparisons difficult. As a result, this information should be considered as supplemental in nature and is not meant as a substitute for revenue or gross profit presented in accordance with U.S. GAAP. The following table presents the reconciliation of Ex-TAC Gross Profit to gross profit, the most directly comparable U.S. GAAP measure, for the periods presented: Year Ended December 31, 2025 2024 (In thousands) Revenue $ 1,300,461  $ 889,875  Traffic acquisition costs (770,799) (653,731) Other cost of revenue (100,610) (44,042) Gross profit 429,052  192,102  Other cost of revenue 100,610  44,042  Ex-TAC Gross Profit $ 529,662  $ 236,144  Adjusted EBITDA We define Adjusted EBITDA as net income (loss) before gain on repurchase of long-term debt; interest expense; other expense (income) and interest income, net; provision (benefit) for income taxes; depreciation and amortization; stock-based compensation, and other nonrecurring income or expenses that we do not consider indicative of our core operating performance, including, but not limited to acquisition and integration costs, restructuring, and impairment charges. We present Adjusted EBITDA as a supplemental performance measure because we believe it facilitates operating performance comparisons from period to period. 65 Table of Contents We believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and the Board. However, our calculation of Adjusted EBITDA is not necessarily comparable to non-GAAP information of other companies. Adjusted EBITDA should be considered as a supplemental measure and should not be considered in isolation or as a substitute for any measures of our financial performance that are calculated and reported in accordance with U.S. GAAP. The following table presents the reconciliation of Adjusted EBITDA to net loss, the most directly comparable U.S. GAAP measure, for the periods presented: Year Ended December 31, 2025 2024 (In thousands) Net loss $ (517,070) $ (711) Gain on repurchase of long-term debt (1,225) (8,782) Interest expense 75,135  3,649  Other expense (income) and interest income, net 4,755  (9,209) Provision for income taxes 39,386  2,415  Depreciation and amortization 66,720  19,479  Stock-based compensation 13,710  15,461  Acquisition and integration costs 28,931  14,256  Restructuring charges 15,288  742  Impairment of intangible assets 15,614  —  Goodwill impairment 352,130  —  Adjusted EBITDA $ 93,374  $ 37,300  Net loss as % of gross profit (120.5) % (0.4) % Adjusted EBITDA as % of Ex-TAC Gross Profit 17.6  % 15.8  % _________________________ Free Cash Flow Free cash flow is defined as cash flow provided by operating activities, less capital expenditures and capitalized software development costs. Adjusted free cash flow is defined as free cash flow plus direct acquisition costs. Free cash flow and adjusted free cash flow are supplementary measures used by our management and the Board to evaluate our ability to generate cash and we believe it allows for a more complete analysis of our available cash flows. Free cash flow and adjusted free cash flow should be considered as supplemental measures and should not be considered in isolation or as a substitute for any measures of our financial performance that are calculated and reported in accordance with U.S. GAAP. The following table presents the reconciliation of free cash flow to net cash provided by operating activities. Year Ended December 31, 2025 2024 (In thousands) Net cash provided by operating activities $ 7,606  $ 68,561  Purchases of property and equipment (5,608) (7,380) Capitalized software development costs (17,148) (9,913) Free cash flow $ (15,150) $ 51,268  Direct acquisition costs 21,119 3,991 Adjusted free cash flow $ 5,969 $ 55,259 66 Table of Contents LIQUIDITY AND CAPITAL RESOURCES We regularly evaluate the cash requirements for our operations, commitments, acquisitions, development activities and capital expenditures and manage our liquidity risk in a manner consistent with our corporate priorities. Our current investment program is focused on achieving maximum returns within our investment policy parameters, while preserving capital and maintaining sufficient liquidity. We believe that our operating cash flow, cash and cash equivalents and investments, and available borrowing capacity, will be sufficient to fund our anticipated operating expenses and capital expenditures for at least the next 12 months and the foreseeable future. However, there are multiple factors that could impact our future liquidity, including our business performance, ability to collect payments from advertisers, having to pay media partners even if advertisers default on their payments, or other factors described under Item 1A “Risk Factors” included in this Report. Sources of Liquidity Our primary sources of liquidity are cash receipts from our advertisers, cash and cash equivalents, investments in marketable securities, and the available capacity under our 2025 Revolving Facility discussed below. We have historically experienced higher cash collections during our first quarter due to seasonally strong fourth quarter sales, and, as a result, our working capital needs typically decrease during the first quarter. We generally expect these trends to continue in future periods. As of December 31, 2025, our available liquidity was as follows: December 31, 2025 (In thousands) Cash and cash equivalents (1) $ 128,223  Short-term investments 10,476  2025 Revolving Facility (2) 40,000     Total $ 178,699  __________________________ (1) As of December 31, 2025, approximately $25.0 million of our cash and cash equivalents was held outside of the United States by our non-U.S. subsidiaries. In 2025, we also recognized $8.4 million of deferred tax liabilities associated with the expected tax consequences of future distributions of foreign earnings, including amounts related to cash and cash equivalents held outside the United States. (2) On February 3, 2025, we entered into the Credit Agreement, which established the Credit Facilities, including the 2025 Revolving Facility and the Bridge Facility, and our subsidiary, Midco, borrowed $625 million in aggregate principal amount of Bridge Loans under the Bridge Facility to finance the cash portion of the Acquisition consideration and the related transaction fees, costs and expenses. On February 11, 2025, the Bridge Facility, including accrued and unpaid interest thereon, was fully repaid and cancelled using proceeds from the Offering and cash on hand. Loans under the 2025 Revolving Facility (the “Revolving Loans”) bear interest, at the Company’s option, at (x) secured overnight financing rate, subject to a “zero” floor, plus an interest rate margin of 4.25% per annum or (y) an alternate base rate plus an interest rate margin of 3.25% per annum. In addition, the 2025 Revolving Facility accrues an unused commitment fee at a rate ranging from 0.375% to 0.50%, depending on the Company’s senior secured net leverage ratio, as set forth in the Credit Agreement. The 2025 Revolving Facility may be used for working capital and other general corporate purposes of the Company and our subsidiaries. Up to $10.0 million of the 2025 Revolving Facility is available in the form of letters of credit and up to $20.0 million of the 2025 Revolving Facility is available in the form of swingline loans. The Company may seek incremental commitments under the 2025 Revolving Facility from lenders or other financial institutions up to an aggregate principal amount equal to the greater of $62.5 million and 25% of the Company’s EBITDA (as defined in the Credit Agreement). The 2025 Revolving Facility lenders will not be under any obligation to provide any such incremental commitments, and any such increase in commitments will be subject to certain customary conditions precedent. 67 Table of Contents Additional wholly-owned subsidiaries of the Company organized in certain jurisdictions may become borrowers under the 2025 Revolving Facility from time to time. The Credit Facilities are senior secured obligations of the Company, Midco and the Credit Facilities Guarantors (as defined in Note 9 to the accompanying audited consolidated financial statements), provided, that, with respect to the application of proceeds from enforcement or distressed disposals of collateral, the 2025 Revolving Facility will rank super senior to other senior secured indebtedness of the Company, Midco and the Credit Facilities Guarantors, including the Bridge Facility. The Credit Agreement includes a customary springing financial covenant with respect to the 2025 Revolving Facility that will require the Company and our restricted subsidiaries to comply with a maximum senior secured net leverage ratio from and after the fiscal quarter ending September 30, 2025, in the event that utilization under the 2025 Revolving Facility exceeds 40%. In connection with the entry into the Credit Agreement described above, we terminated the Second Amended and Restated Loan and Security Agreement, dated as of November 2, 2021, by and among the Company, Silicon Valley Bank, a division of First-Citizens Bank & Trust Company, Zemanta Holding USA Inc. and Zemanta Inc. and replaced it with the new 2025 Revolving Credit Facility. As of December 31, 2025, the Company was in compliance with all related financial covenants and had no borrowings outstanding under the Credit Agreement. Under the terms of the Credit Agreement, because our senior secured net leverage ratio exceeded the maximum threshold as of December 31, 2025, our available borrowing capacity was limited to $40.0 million (representing 40% of the facility limit) to maintain compliance with the springing financial covenant. See Note 9 to the accompanying audited financial statements for additional information related to terms, conditions and covenants. Material Cash Requirements We plan to meet our liquidity needs through available cash, cash generated from our operations and our borrowing capacity. Our primary uses of liquidity are payments to our media partners, our operating expenses, capital expenditures, our long-term debt and the related interest payments. We primarily use our operating cash for payments due to media partners and vendors, as well as for personnel costs, and other employee-related expenditures. Our contracts with media partners are generally variable based bids on impressions or guaranteed minimum payments if the media partner reaches certain performance targets, and for legacy Outbrain may also include revenue share arrangements with media partners. See “Definitions of Financial and Performance Measures —Traffic Acquisition Costs.” We may also acquire or make investments in complementary companies or technologies, such as the Acquisition. Debt Obligations The following table presents our debt obligations as of December 31, 2025. We had no borrowings outstanding as of December 31, 2024. December 31, 2025 (In thousands) 10% Senior Secured Notes (1) $ 628,226      Debt discount (10,364)     Unamortized debt issuance costs (12,749) Total long-term debt 605,113  Short-term debt (€15 million) (2) 17,595      Total debt $ 622,708  ___________________________________ (1) On February 11, 2025, Midco completed the Offering of the Notes at an issue price of 98.087% of the principal amount thereof in a transaction exempt from registration under the Securities Act. The Notes bear interest from February 11, 2025 at an annual rate of 10.000%, payable semi-annually on February 15 and August 15 of each year, commencing on August 15, 2025. The Notes will mature on February 15, 2030. On June 17, 2025, we 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. As a result, we recorded a pre-tax gain of $1.2 million within other income in our consolidated statements of operations for the twelve months ended December 31, 2025. 68 Table of Contents The Notes are guaranteed, jointly and severally on a secured, unsubordinated basis by the Company and each existing and future wholly-owned subsidiary of the Company that becomes a borrower, issuer or guarantor under the 2025 Revolving Facility. The Notes are also secured by first-priority lien over (i) all or substantially all assets of OT Midco, Outbrain and Teads Australia PTY Ltd, a subsidiary of Outbrain in Australia, and (ii) certain assets of some of the other direct and indirect subsidiaries of Outbrain in England and Wales, Canada, Germany, Mexico, Singapore, Switzerland, Luxembourg, Japan, Italy, France and Israel. The terms of the Indenture, among other things, limit the ability of the Company and our restricted subsidiaries to (i) incur or guarantee additional indebtedness or issue preferred stock, (ii) pay dividends or make other restricted payments; (iii) make certain investments, (iv) transfer and sell assets, (v) create or incur certain liens, (vi) engage in certain transactions with affiliates and (vii) consolidate or merge or transfer all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications. The Indenture provides for customary events of default which include, among other things (subject in certain cases to customary grace and cure periods), defaults based on (i) the failure to make payments under the Indenture when due, (ii) breach of covenants, (iii) acceleration of other material indebtedness, (iv) bankruptcy events and (v) material judgments. Generally, if an event of default occurs, the trustee or the holders of at least 30% in principal amount of the then outstanding Notes may declare all of the Notes to be due and payable. (2) 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 the Overdraft 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. See Note 9 to the accompanying audited consolidated financial statements for additional information relating to our debt obligations. Share Repurchases On December 14, 2022, our Board approved a new stock repurchase program, authorizing us to repurchase up to $30 million of our Common Stock, with no requirement to purchase any minimum number of shares. The manner, timing, and actual number of shares repurchased under the program will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through privately negotiated transactions or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The repurchase program may be commenced, suspended, or terminated at any time at our discretion without prior notice. There were no shares repurchased under the stock repurchase program during the twelve months ended December 31, 2025. During the twelve months ended December 31, 2024, we repurchased 1,410,001 shares with a fair value of $5.8 million under the repurchase program. As of December 31, 2025, the remaining availability under our $30 million share repurchase program was $6.6 million. In addition, we periodically withhold shares to satisfy employee tax withholding obligations arising in connection with the vesting of restricted stock units and exercise of options and warrants in accordance with the terms of our equity incentive plans and the underlying award agreements. During 2025 and 2024, we withheld 207,573 shares and 162,157 shares, respectively, with a fair value of $0.6 million and $0.8 million, respectively, to satisfy the minimum employee tax withholding obligations. 69 Table of Contents Capital Expenditures and Capitalized Software Development Costs Our cash flow used in investing activities included capital expenditures and capitalized software development costs. Our capital expenditures were $5.6 million in 2025 and we currently anticipate capital expenditures of between $3 million and $5 million in 2026, primarily related to servers, computing equipment, and other related infrastructure. Actual amounts may vary from these estimates. Our capitalized software development costs were $17.1 million in 2025 and we currently expect capitalized software development costs to be between $20 million and $27 million in 2026. These investments primarily relate to our continuing development of products and technologies to drive positive results for our customers, including infrastructure to support increased AI and machine‑learning workloads, and the development of internal software designed to streamline operations and support the scaling of our centralized platform capabilities. Actual amounts may vary from these estimates. Other Contractual Cash Obligations The following table presents our non-cancelable purchase commitments as of December 31, 2025. Payments Due by Period Total 2026 2027 2028 Thereafter (In thousands) Non-cancelable purchase commitments (1) 141,283  58,650  43,940  35,235  3,458  ___________________ (1)Non-cancelable purchase commitments include data service contracts and other hosting agreements, network services, technology and IT costs, research and insight costs, and other costs to maintain our platform, and exclude individually and collectively immaterial non‑cancelable commitments. See Note 11 to the accompanying audited consolidated financial statements for additional information relating to non-cancelable purchase commitments. Uncertain tax positions. We are unable to reliably estimate the timing of future payments related to uncertain tax positions; therefore, we have excluded $27.1 million related to uncertain tax positions, including accrued interest and penalties as of December 31, 2025. See Note 10 to the accompanying audited consolidated financial statement the additional information. Long-term Debt and interest expense. We have $628.2 million of senior secured notes outstanding, with no principal repayment due until February 15, 2030. The senior secured notes have future interest payments of approximately $62.8 million in each of 2026 through 2029, and $31.4 million in 2030. See Note 9 to the accompanying audited consolidated financial statements for additional information relating to our debt obligations. Operating lease obligation. The Company also has future operating lease obligations, which are included in the maturities of the Company’s lease liabilities under operating leases in Note 8 to our accompanying audited consolidated financial statements. Other Commercial Commitments. In the ordinary course of business, we enter into agreements with certain media partners under which, in some cases, we agree to pay a guaranteed amount—generally tied to page views, placements, or other inventory-based metrics. These arrangements could result in losses on individual media partner accounts when guaranteed amounts exceed the revenue ultimately generated. Contract terms typically range from one to several years. See Note 11 to our accompanying audited consolidated financial statements. Cash Flows The following table summarizes the major components of our net cash flows for the periods presented: Year Ended December 31, 2025 2024 (In thousands) Net cash provided by operating activities $ 7,606  $ 68,561  Net cash (used in) provided by investing activities (554,184) 67,153  Net cash provided by (used in) financing activities 585,335  (117,702) Effect of exchange rate changes 1,218  634  Net increase in cash, cash equivalents and restricted cash $ 39,975  $ 18,646  70 Table of Contents Operating Activities Net cash provided by operating activities was $7.6 million for 2025, compared to $68.6 million for 2024, representing a decrease of $61.0 million year over year. The decrease was driven primarily by changes in operating assets and liabilities, which provided $7.1 million of cash in 2025, compared with $42.3 million in 2024, resulting in an unfavorable year‑over‑year change of $35.2 million. This reduced contribution was primarily attributable to lower payables and accrued liabilities, higher cash lease payments, and a lower contribution from accounts receivable and other current assets. In addition, net income after non-cash adjustments decreased $25.8 million in 2025 compared to 2024. This decrease was in large part due to one-time expenses associated with the Acquisition and related post‑Acquisition integration activities, as well as one‑time costs associated with the Company’s two restructuring plans that took place during 2025. Our adjusted free cash flow decreased $49.3 million to $6.0 million in 2025 from $55.3 million in 2024, primarily driven by lower operating cash flow, adjusted for payments of direct Acquisition costs, offset in part by increased capitalized software development costs. Free cash flow and adjusted free cash flow are supplemental non-GAAP financial measures. See “Non-GAAP Reconciliations” for the related definition and a reconciliation to net cash provided by operating activities. Investing Activities Net cash used in investing activities was $554.2 million for 2025, compared to net cash provided of $67.2 million for 2024 representing a year‑over‑year decrease of $621.3 million. The change was primarily driven by $598.3 million increase in cash used for the Acquisition (cash consideration paid, net of cash acquired), a $17.8 million decrease in net proceeds from sales and maturities of marketable securities under our investment program (net of purchases), and a $5.5 million increase in cash used for capital expenditures and capitalized software development costs, compared to 2024. Financing Activities Cash provided by financing activities increased to $585.3 million for 2025, compared with net cash used of $117.7 million for 2024, an overall increase of $703.0 million. The change was primarily driven by $625.3 million of net proceeds from debt issuances related to the Acquisition, after repayment of the Bridge Loan. In addition, financing cash flows benefited from $102.1 million in lower long‑term debt repayments and $6.0 million in reduced share repurchases during the year. These increases were partially offset by debt financing related costs payments of $31.0 million incurred for the Acquisition during 2025. Critical Accounting Policies and Estimates Our audited consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of these audited consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates. We believe that the following policies may involve a higher degree of judgment and complexity in their application than most of our accounting policies and represent the critical accounting policies used in the preparation of our audited consolidated financial statements. Readers are encouraged to consider this summary together with our audited consolidated financial statements and the related notes, including Note 1, for a more complete understanding of the critical accounting policies discussed below. Revenue Recognition The determination of whether our revenue should be reported on a gross or net basis requires judgment. In most arrangements, we act as principal because we control the specified advertising inventory before it is transferred to the advertiser. This control includes the ability to monetize and direct the use of the inventory and being primarily responsible for delivery. As a result, we recognize revenue on a gross basis, with amounts payable to media partners recorded as traffic acquisition costs within cost of revenue. In arrangements where we do not control the specified inventory prior to transfer, we act as agent and recognize revenue on a net basis. Stock-based Compensation We measure stock-based compensation based on the grant date fair value of the awards and account for forfeitures as they occur. Determining the fair value of stock-based awards requires management to use estimates and assumptions, which involve 71 Table of Contents uncertainties and are subjective in nature. Changes in key assumptions could impact the fair value of our stock-based compensation awards. The fair value of our previously issued stock options was determined using the Black-Scholes option valuation model, which uses key inputs such as the expected volatility, the risk-free rate, the expected term and the expected dividend yield. The fair value of our restricted stock units (“RSUs”) is based on the fair value of the Common Stock on the date of grant. Stock-based compensation expense for options and RSUs is recognized on a straight-line basis over the respective requisite service periods. Our performance stock units (“PSUs”) granted in 2023 have a service condition, as well as a performance condition. Such awards vest over a period of three years, subject to the employee’s continued employment and satisfaction of certain pre-established performance targets based on our financial metrics, up to a maximum of 100% of the PSUs granted. The fair value of these awards was determined based on the closing price of the Common Stock at the date of grant and expense was recognized ratably during the 3-year performance period, based on our expectation of attaining the performance targets. Cumulative expense adjustments were reflected whenever there was a change in expected achievement of the performance condition. Following completion of the performance period at December 31, 2025, these shares are scheduled to vest in the first quarter of 2026. In June 2024 and 2025, we granted market-based PSU awards to our senior executives and other key employees, which are earned subject to achievement of specified stock price hurdles for 20 days out of a 30-trading day window during the 3-year performance period, as well as continued employment through the quarterly vesting dates over a 3-year period. The number of shares that are eligible to vest range from 0% to 100% of the number of PSUs granted based on achievement of the specified stock price hurdles, with half of our CEO’s 2024 PSU award subject to vesting based on two additional above-target stock price hurdles. In June 2025, the Company also granted relative total shareholder return (“TSR”) PSU awards with vesting dependent on the Company’s TSR relative to the market performance of the designated peer group. The performance achievement for the relative TSR awards is measured based on the actual performance against the relative TSR goals measured over the period beginning with the date of grant through the end of each calendar year in the 3-year performance period, subject to employee’s continuing employment through the annual settlement dates of the vested awards. The number of shares that are eligible to vest range from 0% to 150% of the relative TSR awards granted, depending on the Company’s relative TSR ranking based on pre-established goals, subject to interpolation between applicable performance levels. We estimate the fair value of PSU awards with a market condition using a Monte Carlo simulation valuation model, which uses subjective assumptions and simulates multiple stock price paths of the Common Stock to determine the fair value of market-based PSUs on the date of grant. Key assumptions in determining the fair value include expected volatility, risk free interest rate and dividend yield. Compensation expense is recognized using an accelerated attribution method over the greater of the derived service period, based on the Monte Carlo simulation, or the explicit quarterly service period. Compensation expense, net of forfeitures, is recorded regardless of whether the market condition will be ultimately satisfied. In June 2025, the Company granted PSU awards with vesting dependent on achievement of specified financial metrics measured over the life of the award, but with the total number of potential PSUs to be earned to be determined based on the achievement of specified financial metrics measured over the first year of the performance period. The fair value of these awards was determined based on the closing price of the Common Stock at the date of grant and expense was recognized ratably during the 3-year performance period, based on our expectation of attaining the performance targets. Cumulative expense adjustments were reflected whenever there was a change in expected achievement of the performance condition. Business Combinations The Company accounts for business combinations using the acquisition method in accordance with ASC 805, Business Combinations. Under this method, the Company identifies the accounting acquirer and the acquisition date and recognizes the identifiable assets acquired, liabilities assumed, and any noncontrolling interests at their acquisition‑date fair values. The Company allocates the purchase price to identifiable assets acquired based on their estimated fair values at Acquisition date, which requires management to use key assumptions, including estimates of future revenue, customer attrition rates, and a discount rate. Goodwill is measured as the excess of the consideration transferred, including the fair value of any contingent consideration, over the fair value of the identifiable net assets acquired. Identifiable intangible assets are recognized separately from goodwill 72 Table of Contents and measured at fair value. Acquisition‑related costs are expensed as incurred. If the accounting for a business combination is incomplete as of the reporting date, provisional amounts are recorded and adjusted during the measurement period when new information about facts and circumstances that existed as of the acquisition date becomes available. Measurement‑period adjustments are recognized in the period in which they are determined, with a corresponding adjustment to goodwill. Changes in deferred tax assets and liabilities, valuation allowances or uncertain tax positions that qualify as measurement‑period adjustments are recorded as adjustments to goodwill; all other income tax effects are recognized in income tax expense. Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using an asset and liability approach, which requires recognition of deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred income tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized. In evaluating our ability to recover our deferred tax assets within the jurisdictions in which they arise, we consider all available positive and negative evidence, including our history of pre-tax income, projected future taxable income, the scheduled reversals of deferred tax liabilities, taxable income available to carryback to prior years and our tax planning strategies. As of December 31, 2025, we are in a three-year cumulative loss position in the U.S. Under applicable accounting guidance, a cumulative loss in recent years represents significant, objective evidence that is difficult to overcome. After weighing all the evidence, we determined that the weight of the objective negative evidence outweighed the positive evidence and have recorded an increase to the valuation allowance against U.S. federal and state deferred tax assets. We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results. The provision for income taxes includes the effects of any reserves that we believe are appropriate, as well as the related interest and penalties. We have not made any material changes in the accounting methodology used to account for income taxes during the past three fiscal years. Changes in tax laws and rates could affect recorded deferred tax assets and liabilities in the future. Other than those potential impacts, we do not believe there is a reasonable likelihood that there will be a material change in tax-related balances. Goodwill Goodwill represents the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. Under ASC 350, goodwill impairment testing is performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds fair value. During the fourth quarter of 2025, a sustained decrease in our stock price resulted in a significant decline in our market capitalization, which we determined to be a triggering event indicating that a potential impairment existed. As a result, we conducted a quantitative goodwill impairment test during the fourth quarter of 2025 and estimated the fair value of our single reporting unit using a combination of an income approach (discounted cash flow model) and a market approach (guideline public company method). The discounted cash flow model requires key assumptions including projected revenue growth, and a 73 Table of Contents discount rate reflective of market and company‑specific risk factors. Under the market approach, the Company considered valuation multiples of publicly traded companies operating in similar markets to develop a market‑participant–based indication of fair value. The Company evaluated the relevance and comparability of guideline companies and applied market‑participant considerations in assessing the market approach results. Recently Adopted and Recently Issued Accounting Pronouncements See Note 1 to the accompanying audited consolidated financial statements for recently adopted accounting standards, as well as recently issued accounting standards, which may have an impact on our financial statements upon adoption. Off-Balance Sheet Arrangements We do not currently engage in off-balance sheet financing arrangements. In addition, we do not have any interest in entities referred to as variable interest entities, which includes special purpose entities and other structured finance entities. 74 Table of Contents