Teads Holding Co. (TEAD) Business

Item 1. Business

Acquisition of Teads

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

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

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

General

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

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

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

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

Our Offerings

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

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

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

Go-to-Market Strategy

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

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

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

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

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

Industry

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

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

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

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

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

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

The digital advertising ecosystem is highly fragmented and inefficient.

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

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

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

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

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

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

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

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

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Language Models (LLMs) used in targeting and predictive algorithms, will increasingly enable advertisers to create custom, highly personalized and engaging ads, driving better user engagement, impact and overall spend efficacy. For additional information regarding our strategic approach to these technologies and related risks, see “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Report.

Challenges from generative AI. 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 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Report.

Continued focus on antitrust and privacy. In recent years, regulators in the United States and in Europe have brought a number of lawsuits against some of the largest digital advertising companies, claiming various violations of anti-trust and privacy laws. As a result, we believe that some of these companies may be forced to amend their business practices, now or in the future, in a way that may be favorable to their competitors.

In addition to regulatory action targeted towards the largest digital advertising companies, multiple privacy laws and regulations have been adopted in recent years by various government actors and regulatory agencies, including in the United States and Europe. These laws grant customers rights over how their online data is viewed, stored, processed, and used, with many tracking functions requiring ‘‘opt-in’’ or proactive affirmative selections by users. Beyond the legal landscape, Apple has, for a number of years, been actively limiting the use of various user targeting technologies (such as device ID sharing, the use of third-party cookies, and location sharing) and although Google has announced it will not completely deprecate third party cookies, it is expected to introduce new privacy options that may limit the use of such technologies across its platforms. This shift is likely to result in a significant portion of users opting out of tracking, further underscoring the advertising industry’s focus on creating methods to deliver tailored experiences without infringing on user privacy or risking data leakage. As a result, platforms which focus on delivering relevant experiences to consumers based on context and interest, rather than user-based factors, will ostensibly be best positioned to meet advertiser needs in a post-cookie environment. For additional information regarding these platform changes and the current regulatory environment, see “Item 1. Business—Regulatory Environment”, “Item 1A. Risk Factors”, and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this Report.

Our Strengths

We are a category leader in brand advertising, omnichannel video and performance advertising solutions. We leverage over 18 years of expertise to drive brand awareness, predict audience engagement, and deliver conversions across the digital advertising ecosystem. Following the Acquisition, the Company represents one of the largest Open Internet advertising platforms, with over $1.4 billion of advertising spend in 2025. We believe that the core key strengths of our combined business are:

Scaled global digital advertising partner, offering advertisers and their agencies a differentiated, comprehensive branding and performance platform.

•Differentiated. We deliver branding and performance solutions to advertisers and their agencies, serving objectives up and down the marketing funnel. We believe that our ability to address all objectives, from building brand awareness, attention, and recall (branding), to engaging potential customers, through to driving actions and, ultimately, conversions and sales (performance), differentiates us compared to our competitors. Addressing a broader set of marketing objectives and budgets in a single platform, at scale, is highly attractive for advertisers and their agencies, as it tends to unlock efficiencies and business performance improvements, as evidenced by the success of the largest Internet advertising platforms.

•Global presence and extensive, often exclusive, curated advertising inventory. Operating across more than 30 countries, our significant scale allows us to better serve major advertisers as they seek a global partner. In addition, the combined scale and diversity of our media owners better position us to capture advertiser budgets.

•Scale flywheel. We believe that the increased scale of our publisher inventory and data helps us improve our AI-enabled audience targeting and prediction models, fueling spend growth as advertiser performance improves, thus

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driving better publisher monetization, and in turn helping us attract more publishers, leading to even more inventory and data.

Highly strategic, long-term relationships with advertisers and their agencies, with a globally diverse customer base ranging from the world’s largest brands to small and midsize businesses and direct-to-consumer advertisers.

We have a proven go-to-market strategy, working directly with the leading brands and agencies, and the most sophisticated performance buyers around the world. In 2025, we derived 93% of our revenue directly from advertisers, leveraging our proprietary digital buying platforms. We serve a large, diverse and complementary set of advertisers globally.

In addition, our strategic accounts team focuses exclusively on large, global brands. In some instances, we enter into JBPs with some of the world’s largest brands, such as Apple and LVMH, and other leading global brands across a variety of verticals including Retail and Consumer, Luxury, Fashion and Beauty, Automotive, Finance, Travel and TMT. As of December 31, 2025, we had or had in process approximately 50 JBPs representing, on average, $4 million of annual spend. JBPs represent mutually agreed annual spend targets and incentives. While typically non-binding, these arrangements highlight the depth of these relationships. These JBPs are strategic partnerships with advertisers, where we deliver the full breadth of our platform, from audience targeting solutions to creative optimization and post campaign measurement solutions. JBPs represent a significant overall portion of our revenue and an opportunity for expansion with leading global brands.

Comprehensive omnichannel offering, underpinned by deep capabilities and track-record within the key growth sectors of online video and CTV.

Our digital advertising platform is adopted by leading advertisers and agencies and has a reputation for delivering branding outcomes across all channels including mobile, desktop and CTV. Through our platform, buyers run omnichannel campaigns with access to proprietary audience targeting, advanced contextual targeting and creative optimization solutions. Across our offerings, we believe this represents a scaled and diverse omnichannel platform capable of addressing advertisers’ needs in high-growth, high-value advertising segments.

We believe that our innovative CTV offering is a significant growth driver and enables omnichannel ad campaigns across premium online video and CTV environments. Teads is integrated with leading CTV apps and smart TV original equipment manufacturers (“OEMs”), offering advertisers access to exclusive and high-value ad inventory. Along with typical video CTV inventory, these integrations, such as with LG and VIDAA, also offer clients the opportunity to advertise on the CTV home screen with unique, high impact native ad placements. Revenue from our CTV offering experienced consistent year-over-year quarterly growth in 2025.

We also believe that our emphasis on premium and exclusive placements, together with our omnichannel offering, is highly differentiated as it enables advertisers to deliver high quality, high impact campaigns across all screens.

Furthermore, we believe that our ability to offer comprehensive omnichannel campaigns aligns with the convergence of all forms of video from a media planning and buying perspective. Whereas linear television, digital video, and display advertising were historically planned and executed as separate budgets, typically by separate teams at an advertiser’s agency, these are increasingly executed together. We believe that our ability to offer all solutions will increasingly position us as a valuable partner for advertisers while enabling us to capture incremental spend.

Differentiated inventory across mobile, desktop and CTV environments, driven by exclusive, long-term and strategic relationships with publishers, media owners and OEMs.

Premium publishers, media owners and OEMs around the world rely on our differentiated ad formats and monetization capabilities. We believe that our access to quality, diverse, at-scale audiences, often on an exclusive basis, is a key selling proposition to advertisers. By providing media owners with solutions that improve user engagement and retention, inventory monetization and access to diverse advertiser budgets, we are better positioned to expand our publisher footprint and to retain our long-term relationships with many of the world’s most prominent publishers, including Axel Springer, BBC, Condé Nast, CNN, ESPN, Hearst, Le Monde, LG, New York Post, Samsung and Sky News. Today, the Company serves publishers across more than 30 countries, reaching over 2 billion consumers per month, with the Company serving approximately 10,000 media owners across CTV, online, and in-app environments.

Advanced technology platform leveraging proprietary data and sophisticated AI prediction capabilities.

Our proprietary technology platforms benefit from access to a tremendous amount of user engagement signals such as content, context, visit and session data and interaction signals, among others. We combine these signals with state-of-the-art large-scale

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AI models to predict full-funnel outcomes for all advertiser types with high precision and low latency. With our end-to-end approach, our algorithms simultaneously maximize advertiser and media owner outcomes to maintain an optimal two-sided marketplace. As most advertising spend is directly executed on our platform, we are able to deliver unique and highly efficient features, capabilities and outcomes, such as the prediction of consumer attention, curated “moments of decision-making” and consumer action and engagement. We provide advertisers with advanced creative optimization capabilities, generating optimal creative variations based on ad size and device (mobile, desktop and CTV). Our generative AI capabilities are especially important in enabling much broader advertiser participation in CTV advertising, which was historically prohibitively expensive for all but the largest advertisers due to the high cost of creative. In addition, with many of our publishers, our platform and algorithms drive decisioning related to the selection of editorial content and content experiences, further highlighting the depth of our relationships and the extent of our data assets.

Our Strategy

Combining end-to-end efficiency with full-funnel capabilities at scale.

Our platform delivers advertising solutions leveraging full-funnel capabilities and differentiated outcomes for advertisers.

Today, digital advertisers on the Open Internet largely rely on point solutions, such as a DSP or SSP, that are limited to serving specific marketing objectives and serving the needs of either advertisers or publishers. We believe a scaled end-to-end platform with branding and performance solutions, directly connecting demand (advertisers) with supply (media owners), will improve efficiency and deliver better business outcomes for all. Our offerings enable advertisers and their agencies to realize the full potential of the digital media ecosystem through a single provider, reaching and engaging our scaled global audience.

Fundamental to our strategy is our ability to predict moments of attention to build brand awareness, prompt moments of engagement to help advertisers engage potential customers, and create moments of decision-making in order to drive actions, conversions and sales. We plan to continue to invest in enhancing and expanding a unified, full-funnel solution for advertisers, similar to solutions offered by the walled garden platforms but with the benefits of reaching users in premium editorial, high-trust, transparent and brand-safe media environments.

Deepen relationships with agencies and advertisers, leveraging our comprehensive product suite.

We have developed an advertiser offering that we believe drives business outcomes across multiple steps of the marketing funnel. Operating today in more than 30 countries, the Company addresses a broad spectrum of industry verticals and client types from large enterprise brands to small and midsize businesses and direct response advertisers. As of December 31, 2025, the Company had tens of thousands of customers, defined as an advertiser group in a local market, and approximately 2,000 agency relationships. We believe that our capabilities, especially to strategic accounts that include JBPs, continue to represent a significant opportunity. We believe that continued innovation at scale will allow us to better serve our existing clients and attract increased ad spend.

Deepen relationships with media owners, maintaining and growing our access to premium, exclusive inventory.

Our direct, often exclusive, access to premium inventory across desktop, mobile and CTV environments makes us one of the largest, direct supply paths on the Open Internet. Strengthening our offering for and deepening our partnerships with media owners will continue to be a cornerstone of our business strategy. We plan to continuously improve our robust monetization opportunities for media owners by attracting increasingly diverse advertiser budgets while seeking to capture incremental spend from existing and new advertisers.

In addition, we plan to continue innovating across new and existing ad formats, user engagement tools and inventory monetization capabilities, benefiting our media partners and our business. We plan to focus on high-growth media environments, such as CTV, online video, mobile in-app environments, Large Language Models (“LLMs”) and retail media, where we seek to replicate our differentiated formats and creative approach, helping us secure valuable, exclusive inventory across leading media owners and publishers.

Continued innovation to capture sustainable, long-term growth opportunities.

We are one of the largest companies focused on the Open Internet digital advertising market. We plan to continue to leverage our resources to invest in innovation that fuels long-term growth opportunities. Given our end-to-end platform, we plan to

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invest in developing new solutions and capabilities aimed both at advertisers and agencies as well as publishers and media owners.

We expect CTV to continue to be a key area of investment with potential for significant expansion and continued growth, especially given our ability to achieve incremental average campaign spend when activating omnichannel campaigns versus standalone online video or CTV campaigns. To further support this effort, we plan to continue to invest in expanding our access to exclusive supply through partnerships with leading media owners, OEMs and publishers.

Maintain financial discipline with a focus on growing free cash flow, lowering our debt leverage and delivering long-term, sustainable growth.

We intend to prioritize deleveraging in the coming years, while also continuing to invest in our business to ensure we are building new solutions that will drive long term growth.

Our Competition

The digital advertising industry is highly competitive and fragmented. The Company has peers of varying sizes and ranges of establishment, including the major Big Tech platforms (e.g., Google, Meta, Amazon, Apple, X, ByteDance and Microsoft), major independent competitors like The Trade Desk, as well as competitors of more comparable size like Taboola, Magnite, Connatix, TripleLift, Kargo, Ogury, Criteo, SeedTag, RevContent and GumGum. Many of our competitors provide only one element of our full demand offering. We believe we are in a differentiated position as we provide quality at scale through an end-to-end platform that has the ability to service advertiser objectives from branding to performance and provide media owners with full-page monetization as a result.

In addition, key factors that enable us to compete effectively for advertising dollars include: tenure of advertiser relationships; breadth of our advertiser services, including account strategy, creative and data consultancy, and insights; deep understanding of consumer interest and intent across editorial environments; utilization of our core AI prediction technology to leverage this data to deliver better branding, consideration and performance outcomes; access to massive audience scale on premium, often exclusive media owner inventory across the globe; and a full-funnel offering providing advertisers efficient and direct access to media owner inventory at scale.

Our Technology

Our integrated technology stack combines proprietary and public cloud infrastructure to host our sophisticated AI and machine learning capabilities at scale. We process over one billion new data events per minute to support our high-performance integrated demand and supply platforms. We believe such infrastructure is a key technology component of our success.

Our technology and development teams are primarily located in Netanya (Israel), Montpellier and Paris (France), and Ljubljana (Slovenia), strategic locations where we attract world-class engineers and scientists.

Our ability to compete depends in large part on our continuous commitment to technology and development and our ability to rapidly introduce new technologies, features and functionality. To enable this speed, our engineering philosophy emphasizes autonomy to maximize agility and impact. We actively delegate end-to-end ownership of business challenges to dedicated “Solution Teams” that operate without service or platform boundaries, coupled with the comprehensive adoption of AI development tools.

We plan to focus our efforts on enhancing and optimizing our existing technologies and algorithms, developing new solutions for our advertisers and media owners, and investing in step-change improvements to our platform through industry-leading AI. We believe that continued investment in our platform, including its technologies and functionalities, is critical to our success and long-term growth.

Sales and Marketing

We focus our sales and marketing efforts on supporting, advising, and training our advertisers, agencies and media partners. We are deeply integrated into the advertising ecosystem, employing a two-pronged approach that targets both brands and their media planning and buying agencies.

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We employ in-market sales teams across our markets, helping us attract advertisers and agencies, as well as premium digital media owners to our platform. In addition to local teams, we utilize global support hubs to manage certain client types and sizes.

Our sales teams educate prospective media owners, partners, and advertisers on the use, technical capabilities, and benefits of our platforms. Our dedicated teams work with potential customers through the entire sales cycle, from initial contact to contract execution and implementation. Throughout the process, our teams provide guidance as to how our platforms can optimize the value of a media owner’s audience or how an advertiser can reach relevant consumers and reach their desired outcomes. Our strategic accounts team offers a range of in-house consultative services for the largest advertisers, including account strategists that advise on product portfolio, creative consultancy to help maximize campaign effectiveness, data consultancy to improve an advertiser’s targeting strategy, and research and insights services to measure campaign effectiveness. Additionally, following contract execution and implementation, our account management teams guide our media partners on how additional platform deployment and optimizations can deliver incremental monetization.

Our marketing team is focused on delivering strategies that drive efficient new media partner and advertiser acquisition, increasing awareness of our brand and our evolving solutions, and educating the market in order to enhance our position as key industry thought leaders.

Human Capital Resources

We believe that the Company is comprised of a highly talented and driven group of individuals from varying backgrounds who are instrumental to our continued innovation in digital technology and advertising. Our culture and team are critical assets in building and expanding our business. We believe that our strong teams deepen customer relationships, promote innovation, and increase productivity.

Our people strategy revolves around creating employee experiences. We strive to foster deep employee engagement built upon personal development and achievement that is supported by continuous feedback, learning, and team building. As our team continues to evolve, and become more diverse culturally and geographically, we want to make sure we retain a shared mission among the people that become part of our Company.

As of March 2026, we have approximately 1,700 employees. This headcount excludes employees who have received final termination notices in connection with the two restructuring plans described further below. Approximately 17% of our workforce is located in Israel, 17% in France, 13% in the United States, and the remaining 53% across our other global offices. The Company operates according to a hybrid schedule under which employees work three days per week in the office and two days per week from their homes.

Seasonality

In the advertising industry, companies commonly experience seasonal fluctuations in revenue, and therefore overall operating results. For example, many advertisers allocate the largest portion of their budgets to the fourth quarter of the year in order to coincide with increased holiday purchasing. Historically, the fourth quarter of the year reflects the Company’s highest level of advertising activity and the first quarter reflects the lowest level of such activity. The Company expects its revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole. For more information regarding the effects of seasonality on the Company, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under “Factors Affecting our Business” included in this Report.

Intellectual Property

The protection of our technology and intellectual property is an important component of our success. We protect our intellectual property rights by relying on federal and state statutory and common law rights, foreign laws where applicable, and contractual restrictions. We seek to control access to our proprietary technology by entering into non-disclosure agreements with third parties and disclosure and invention assignment agreements with our employees and contractors.

We consider our trademarks, patents, copyrights, trade secrets, and other intellectual property rights to be, in the aggregate, material to our business. In addition to our intellectual property rights, we also consider the skills and ingenuity of our employees and the functionality and frequent enhancements to our solutions to be contributors to our success. We accordingly believe our platforms would be difficult, time consuming and costly to replicate. We seek to protect our competitive technology position through innovation and by continually developing new intellectual property.

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We have built an extensive intellectual property portfolio to date. This portfolio includes 17 granted U.S. utility patents, 35 granted U.S. design patents, 15 European registered community designs and 14 UK registered designs.

Regulatory Environment

We are subject to a variety of laws and regulations in the United States and abroad that involve matters central to our business, many of which are still evolving and being tested in courts, and could be interpreted or enforced in ways that could harm our business. These laws and regulations involve matters including privacy, use of AI, data use, data protection and personal information, content, intellectual property, advertising, marketing, distribution, data security, data retention and deletion, data localization and storage, data disclosure, competition, protection of minors, consumer protection, accessibility, taxation, environmental reporting and economic or other trade controls including sanctions, and securities law compliance. Foreign laws and regulations can impose different obligations, or penalties or fines for non-compliance, or be more restrictive than those in the United States. More generally, the application, interpretation, and enforcement of applicable laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may be interpreted and applied inconsistently from jurisdiction to jurisdiction, industry or size of company. For example, the Digital Services Act (“DSA”) in the European Union, which became enforceable in February 2024, is aimed at protecting users and the digital space from harmful and illegal content. Although we have not been named a “Very Large Online Platform” under the DSA, we are required to meet certain content transparency requirements which require technical and compliance changes. The DSA includes significant penalties for non-compliance. Laws such as the DSA are designed to address challenges like unfair business practices by dominant platforms, illegal content, disinformation, and harmful algorithmic systems. They aim to safeguard users, promote transparency, and foster innovation and competition in the digital economy and should be read alongside laws governing data practices. Other legislation, such as the UK Online Safety Act 2023, may impose additional compliance obligations relating to online content and advertising practices, and non-compliance could result in significant penalties, reputational harm, and operational restrictions. In addition, the rapid global adoption of AI technologies has resulted in multiple AI focused laws, including the European Artificial Intelligence Act, 2023 (“EU AI Act”) and various U.S. state statutes and national frameworks which impose obligations around high-risk AI, transparency for generative content, bias mitigation and data governance. These requirements may affect our business practices, including data collection and content practices and may increase compliance costs and potential liability.

We have been subject to significant legislative and regulatory developments in the past, and proposed or new legislation and regulations could significantly affect our business in the future. For example, we implemented a number of changes and controls as a result of requirements under the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and as laws and regulatory interpretations evolve and/or their applicability to our business continues to develop, we will be required to conduct ongoing reviews of our practices and implement further changes. The GDPR includes significant penalties for non-compliance with the notification obligation as well as other requirements of the regulation. The interpretation of the GDPR continues to evolve and draft decisions of regulators are subject to review by other European privacy regulators as part of the GDPR’s consistency mechanism, which may lead to significant changes in the final outcome of such investigations. As a result, the interpretation and enforcement of the GDPR, as well as the imposition and amount of penalties for non-compliance, is subject to significant uncertainty. Our compliance obligations under the GDPR must also be interpreted and implemented alongside the EU ePrivacy framework, which sets out specific rules regarding electronic communications and tracking technologies. This layered regime is complex, nationally variable, and may increase our compliance costs, operational burden, and exposure to enforcement and litigation. In addition, “omnibus” rulemaking and enforcement action may impose broad, overlapping, and evolving obligations that increase our compliance burden, operational risk, and exposure to penalties and litigation. For example, on November 19, 2025, the European Commission published the “EU Digital Simplification Package,” also referred to as the “Digital Omnibus,” comprising two proposed regulations: (i) a regulation on the simplification of the implementation of harmonized rules on artificial intelligence (the “Digital Omnibus on AI”), and (ii) a regulation simplifying and consolidating parts of data, privacy, and cybersecurity laws (the “Digital Legislation Omnibus”). If adopted, these proposals would make sweeping changes intended to harmonize and streamline EU rules and, as a result, we may incur substantial costs to evaluate, redesign, and implement new compliance frameworks. Orders, recommendations, inquiries or enforcement actions issued or initiated by government or regulatory authorities have caused us, and in the future will likely continue to cause us, to incur substantial costs and expose us to civil and criminal liability (including liability for our personnel) or penalties (including substantial monetary remedies). Such orders, inquiries or enforcement actions could be materially adverse to our business, result in negative publicity and reputational harm, divert resources and the time and attention of management from our business, or subject us to other structural or behavioral remedies that adversely affect our business.

The United Kingdom, Brazil, India, Israel, Japan, Singapore and other countries in which we operate have enacted similar data protection regulations imposing data privacy-related requirements on products and services offered to users in their respective jurisdictions that could increase the cost and complexity of delivering our services, cause us to cease the offering of our

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products and services in certain countries, or result in fines or other penalties. In the U.S. for example, the California Consumer Privacy Act, as amended by the California Privacy Rights Act, and similar laws recently proposed or enacted by other states also establish certain transparency rules and create certain data privacy rights for users. Changes to our products or business practices as a result of these or similar developments have in the past adversely affected, and may in the future adversely affect, our business and add complexity to our and our partner’s compliance programs.

We are also subject to evolving laws and regulations that dictate whether, how, and under what circumstances we can transfer, process and/or receive certain data that is critical to our operations, including the collection of data and the data shared between countries or regions in which we operate. If we are unable to collect data and/or transfer data between and among countries and regions in which we operate, it could affect our ability to provide our services or our ability to target ads, which could adversely affect our financial results. For example, in July 2023 the E.U.-U.S. Data Privacy Framework (“DPF”), a voluntary certification program for the transfers of personal data from the E.U. to the U.S., became effective. We have been certified under the DPF, which replaced the prior transfer framework that was invalidated in July 2020 by the Court of Justice of the European Union. Although the DPF survived its first major challenge in the EU Court in September 2025, this mechanism, as well as the Standard Contractual Clauses, for transfers of data continue to face legal challenges and invalidation of such schemes or restrictions on data transfers could materially and adversely affect our business, financial condition, and results of operations.

Interest-based advertising specifically, or the use of data to draw inferences about a consumer’s interests and deliver relevant advertising to that consumer, is under increasing scrutiny by legislative bodies, regulatory bodies, self-regulatory bodies, privacy advocates, academics, and the press in the United States and abroad. Our Company, our media partners and advertisers rely upon large volumes of such data collected primarily through cookies and other tracking technologies. Although much of this scrutiny has focused on the use of cookies and other tracking technologies that collect or aggregate information regarding consumers’ online browsing and mobile app activity, data collection practices related to contextual-based advertising are also subject to laws and regulations. We monitor legal requirements and other developments in this area, both domestically and globally, and maintain a robust privacy and security compliance program, which anticipates the evolution of regulations applicable to us, including providing consumers with notice of the types of data we collect, how we collect it, with whom we share it, how we use that data to provide our solutions and how consumers can exercise their rights and personalization choices. We typically collect IP addresses and device identifiers that are considered to be personal data or personal information under the privacy laws of some jurisdictions or otherwise may be the subject of current or future data privacy legislation or regulation. The definition of personally identifiable information, personal information, or personal data varies by jurisdiction and continues to evolve in ways that may require us to adapt our practices to comply with laws and regulations related to the collection, storage, use, and sharing of consumer data. As a result, our technology platform and business practices must be assessed regularly against a continuously evolving legal, regulatory, and technology landscape.

Beyond laws and regulations, we are also members of self-regulatory bodies that impose additional requirements related to the collection, use, and disclosure of consumer data. We are members in good standing of the Network Advertising Initiative (“NAI”), an association dedicated to responsible data collection and its use for digital advertising. We adhere to the NAI Code of Conduct, along with the IAB Self-Regulatory Principles for Online Behavioral Advertising. We are participants in the Digital Advertising Alliance and the European Interactive Digital Advertising Alliance and adhere to the Self-Regulatory Principles set forth by these organizations. Some of these self-regulatory bodies have the ability to review or sanction members or participants, which could result in penalties and cause reputational harm. Additionally, some of these bodies might refer violations of their requirements to the Federal Trade Commission or other regulators.

For additional information regarding the current regulatory environment and how it may impact us, see Item 1A. “Risk Factors” under “Risks Relating to Legal or Regulatory Matters” included in this Report.

Antitrust and Platform Privacy Shifts. In recent years, regulators in the United States and Europe have brought a number of lawsuits against some of the largest digital advertising companies, claiming various violations of antitrust and privacy laws. We believe that as a result, some of these companies may be forced to amend their business practices in a way that may be favorable to competitors. Additionally, Apple has for a number of years been actively limiting the use of various user targeting technologies and, although Google has announced it will not completely deprecate third-party cookies, it is expected to introduce new privacy options to restrict the availability of such technologies across its platforms. This shift further underscores the advertising industry’s focus on creating methods to deliver tailored experiences without infringing on user privacy. For additional information regarding these platform changes and the current regulatory environment, see “Item 1. Business—Industry” and “Item 1A. Risk Factors” included in this Report.

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Security

We view being a trusted partner as a core value; accordingly, security and privacy are ongoing commitments we seek to integrate into the design and operation of our products. We maintain tight controls over the personal data we collect, encrypting it where necessary and retaining it in our databases with strictly limited and controlled access rights to ensure security while utilizing advanced monitoring over our environment. All traffic to and between our data centers is encrypted, along with all sensitive configurations, while our users’ and customers’ passwords are hashed.

Secure advertising is a building block of user trust.

•To provide secure ads, we integrated an advanced, industry-leading third-party technology to scan live ads for potential security violations in the ads themselves or on the pages to which they directly link. Combined with internally developed capabilities and our content review process we are tackling both malicious ads and the bad actors behind them.

•Providing a clean, non-fraudulent premium network for media owners, advertisers and consumers is a top priority. Our dedicated anti-fraud team monitors our platform to identify and investigate unusual web traffic patterns. We detect, block and prevent fraudulent web traffic by using both internal and external third-party TAG Anti-Fraud certified solutions. We also implement certain Media Rating Council Invalid Traffic Detection and Filtration Standards in our internal fraud detection technological ecosystem.

•We continue to maintain our Trustworthy Accountability Group (TAG) brand safety certifications. We use a robust suite of fraud detection and prevention tools — including DoubleVerify, the TAG DCIP List, and proprietary internal solutions — to report on our supply. We are currently formalizing unified TAG certifications for Brand Safety and Certified Against Fraud, which we expect to finalize in the coming months.