Results of Operations and Financial Condition. On November 5, 2026, Teads Holding Co. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2026. Information furnished with Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference i…

CFO — Michael Coyle: The CFO is transitioning to an advisory role while being succeeded by a new external hire, indicating an orderly succession rather than a sudden loss of executive leadership.

Entry Into a Material Definitive Agreement. On September 30, 2026 (the “Closing Date”), Teads Holding Co. (the “Company”), OT Midco Inc. (the “Borrower”) and certain of its subsidiaries entered into a four-year $125.0 million non-recourse accounts receivable (“A/R”) financing facility (the “A/R Facility”). The proceeds from the borrowing will be used to fund a portion of the purchase price of the A/R acquired from certain of the Company’s subsidiaries and for general corporate purposes. In co…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Director — Stuart Kovensky: The filing discloses the election of a new independent director to fill a vacancy created by a board size increase, which is a standard governance action rather than an executive departure.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 11, 2026, Teads Holding Co. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price of the Company’s common stock has been below the required minimum of $1.00 per share (the “Minimum Bid Pr…

Results of Operations and Financial Condition On August 6, 2026, Teads Holding Co. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. Information furnished with Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any…

Regulation FD Disclosure. On August 3, 2026, Teads Holding Co. (the “Company”) filed a lawsuit in the United States District Court for the Southern District of New York against Google LLC and Alphabet Inc. seeking financial damages and other remedies (the “Litigation”). The Litigation follows the United States District Court for the Eastern District of Virginia’s ruling that Google LLC engaged in unlawful anticompetitive practices with respect to certain ad tech markets. A copy of the Company…

Other Events. Risk Factor Update The Company is also providing the following update to the Risk Factors set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025: Risks Relating to Legal or Regulatory Matters Our litigation with Google presents potential risks that could adversely affect our business, results of operations and financial condition. On August 3, 2026, we filed a lawsuit in the United States District Court for the Southern District of New…

Results of Operations and Financial Condition On May 7, 2026, Teads Holding Co. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. Information furnished with Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any ot…

Results of Operations and Financial Condition On March 5, 2026, Teads Holding Co. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2025. Information furnished with Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into a…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 22, 2025, Teads Holding Co. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price of the Company’s common stock has been below the required minimum of $1.00 per share (the “Minimum Bid…

Costs Associated with Exit or Disposal Activities. On December 3, 2025, Teads Holding Co. (the “Company”) commenced a strategic restructuring plan (the “Restructuring Plan”) intended to reduce operating costs, improve operating margins and advance the Company’s ongoing commitment to profitable growth. The Restructuring Plan is expected to impact approximately 10% of the Company’s employees globally. Decisions regarding the elimination of positions are, however, subject to local law and consul…

Results of Operations and Financial Condition On November 6, 2025, Teads Holding Co. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2025. Information furnished with Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in…

Results of Operations and Financial Condition On August 7, 2025, Teads Holding Co. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2025. Information furnished with Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any…

Results of Operations and Financial Condition On May 9, 2025, Outbrain Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2025. Information furnished with Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other…

Director — Dexter Goei, Mark Mullen: Two new directors were appointed to the Board of Directors as per a stockholders agreement.

Results of Operations and Financial Condition On February 27, 2025, Outbrain Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 31, 2024. Information furnished with Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into a…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above under

Entry into a Material Definitive Agreement. On February 11, 2025 (the “Closing Date”), OT Midco Inc. (“OT Midco”), a Delaware corporation and a wholly owned subsidiary of Outbrain Inc., a Delaware corporation (“Outbrain” or the “Company”), completed its previously announced private offering (the “Offering”) of $637.5 million aggregate principal amount of its 10.000% Senior Secured Notes due 2030 (the “Notes”). The Notes were issued pursuant to an indenture dated as of February 11, 2025 (the “…

of this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act except as expressly set forth by specific reference in such filing. Cautionary Note About Forward-Looking Statements This Form 8-K contains forward-looking statements within the mea…

Results of Operations and Financial Condition. On February 3, 2025, the Company announced select preliminary results for the fourth quarter and year ended December 31, 2024, which are included in the press release furnished as Exhibit 99.1 hereto and are incorporated herein by reference. Preliminary Estimated Unaudited Financial Information for the Quarter and Year Ended December 31, 2024. Set forth below is selected preliminary estimated unaudited financial information for each of Outbrain a…

Director: The company anticipates the appointment of two additional new directors to the Board following an Acquisition Closing Date.

Costs Associated with Exit or Disposal Activities. On February 3, 2025, in connection with the completion of the Acquisition, the Company announced a restructuring plan (the “Plan”), involving a reduction in workforce, as part of its efforts to streamline operations and reduce duplication of roles. The Company estimates that it will incur approximately $20 million to $25 million in charges in connection with the Plan, of which approximately $18 million to $24 million is expected to be incurre…

Termination of a Material Definitive Agreement. On the Credit Facilities Closing Date, in connection with the entry into the Credit Agreement described above, the Company repaid in full all indebtedness and other obligations outstanding under, and 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. (as am…