TEAD 10-K & 10-Q changes, risk factors and insider trading

•Our ability to successfully integrate Teadsthe two companies or manage the Companycombined business effectively;

•The Company’sOur internal control over financial reporting may not meet the standards required by Section 404 of the Sarbanes-Oxley Act;

•TheFactors impact onaffecting advertising demand and spend of factorsdemand, such as the continuation or worsening of unfavorable economic orconditions, businessgeopolitical conditions or downturnsconcerns, and instabilitythe inimpact of the financialU.S. marketsgovernment shutdown;

•Outages or disruptions that impact us or our service providers, resulting from cyber incidents, or failures or loss of our infrastructure; and

•Political and regulatory risks in the various markets in which we operate and the challenges of compliance with differing and changing regulatory requirements.;

Risks Related to the CompanyIntegration Afterof theOutbrain Acquisitionand ClosingLegacy Teads

The Company’s results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. A severe or prolonged economic downturn could result in a variety of risks to the Company’s business, including weakened demand for the Company’s products and services and the Company’s ability to raise additional capital when needed on acceptable terms, if at all. AFurthermore, a weak or declining economy could alsomay strain theour Company’spartner suppliers,ecosystem, possiblypotentially resulting in supplydisruptions disruption,involving our media partners or cause the Company’sleading customers and advertising agencies to delay making payments for itsour services. Any of the foregoing could harm the Company’s business and the Company cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact its business.

TheOperating our business requires a significant amount of cash, and the Company may need to raise additional financing in the future to fund its operations, which may not be available to it on favorable terms or at all.

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

Both Outbrain and TeadsWe operate a two-sided marketplace, which together, createcreates a scaled end-to-end advertising solution. TheWe Combined Company hashave 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. TheWe Combined Company generatesgenerate revenue from advertisers purchasing media owner inventory through itsour platforms.platform.

The Combined Company’sOur platform is designed to enable advertisers to not only reach their audiences across the entiredigital Openadvertising Internetecosystem — 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. TheLeveraging Combinedour Company’sexpansive 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 addressesaddress 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, thewe Combined Company offersoffer 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, thewe Combined Company providesprovide both sustainable, year-round advertising revenue and technology solutions to more deeply engage and retain audiences.

The following is a summary of Outbrain’sour performance for the years ended December 31, 20242025 and 20232024, 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, compared to $935.8 million in 2023.2024. Revenue for 20242025 included net unfavorablefavorable foreign currency effects of approximately $2.4$15.5 million, and decreasedincreased $43.5$395.1 million, or 4.7%,44.4%, on a constant currency basis, compared to the prior year period.

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 TEADS,Legacy a private limited liability company (société anonyme) incorporatedTeads, and existing under the laws of the Grand Duchy of Luxembourg (“Teads”), andLegacy 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 the Common Stock. Following the closing, the Seller ownsowned approximately 46.6% of the Company’s issued and outstanding shares of the Common Stock (based on the amount of issued and outstanding shares of the 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 will createcreated one of the largest Open Internet advertising platforms, which is differentiated by itsour ability to drive outcomes for awareness, consideration, and performance objectives, across CTV, web and mobile applications. See Notes 1, 2, 9 and 16 to the accompanying audited consolidated financial statements for additional information on the Acquisition.

2025 Restructuring PlanPlans

On February 3, 2025, in connection with the completion of the Acquisition, the Combined 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 CombinedPlan 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 estimatesincurred thatpre-tax itcharges willtotaling incur approximately $20 million to $25$9.6 million in charges in connection with the Plan, of which approximately $18 million to $24 million is expected to be incurred in 2025. These charges will consist2025, primarily consisting of severance and other related costs.payments.

Subsequently, on February 3, 2025 (the “Credit Facilities Closing Date” or “Acquisition Closing Date”), in connection with the completion of the Acquisition, Outbrainthe Company and itsour 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 169 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 closingClosing date,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. (“2021 Facility”).

The proceeds from the Offering were used, together with cash on hand, to (i) 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 of Teads,Acquisition, as well as pay fees and expenses incurred in connection with the Offering and the Bridge Facility refinancing.

Many of the Combined Company’sour employees, including certain members of our management team and boardthe of directors,Board, operate from our offices in Israel. Accordingly, political, economic and military conditions in Israel and the surrounding region may directly affect the Combined Company’sour business and operations. Following the October 7th7, 2023 attacks by Hamas terrorists inon Israel'sIsrael’s southern border, Israel declared war against Hamas and since then, Israel has been involved in military conflicts with Hamas, Hezbollah,Hezbollah (a terrorist organization based in Lebanon,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 ceasefirecease-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,upheld. militaryMilitary 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.

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, possiblecould 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,Israel. as well asFurthermore, macroeconomic indications of the deterioration of Israel’s economic standing as reflected in the downgrading inof Israel’s credit rating by rating agencies that(such tookas placeMoody’s, inS&P parallelGlobal toand these events,Fitch) could adversely affect the Combined Company’sour business, financial condition and results of operations and could make it more difficult for us to raise capital. The intensity and duration of Israel’sthe currentconflict warbetween againstIsrael Hamas,and Hezbollah,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 isand Iran and other countries are difficult to predict and thewe Combined Company isare continuing to monitor the situation and assessing its potential impact on itsour business.

The Combined CompanyWe 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 Israel-Hamasconditions conflict.in Israel.

General worldwide economic conditions have recently experienced significant instability, as well as volatility and disruption in the financial markets, resulting from factors including geopolitical tensions, including the effects of the wars between Russia-Ukraine and Israel-Hamas conflicts (and the expansionuncertainty regarding the sustainability of suchthe conflicts,related cease-fire), the U.S.conflict presidentialinvolving administrationIsrael, transitionthe U.S., Iran and surrounding nations, general economicunrest uncertainty.in TheEurope, currentregional macroeconomicinstability environment,in withVenezuela, variablesinstability suchin the Middle East following the collapse of the Assad regime in Syria, as inflation,well increasedas interestother rates,geopolitical tensions and uncertainties, tariffs and trade wars, banknew disruptions,and proposed legislation or government shutdowns in the U.S., general economic uncertainty, inflation, fluctuations in U.S. and global interest rates, recessionary concerns, bankruptcies,bank failures or volatility in the financial services sector, currency exchange rate fluctuations, global supply chain disruptions, and labor market volatility,volatility. hasThe 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 theour Combinedadvertisers Company’sand, advertisers.as Accordingly,a theseresult, conditions have adversely impacted the Combined Company’sour business and could, if they continue or worsen,worsen further, adversely impact the Combined Companyus in the future, including if itsour advertisers were to reduce or further reduce their advertising spending as a result of any of these factors. TheWe Combined Company continuescontinue to monitor itsour operations, and the operations of those in itsour ecosystem (including media partners, advertisers, and agencies)., Thesebut these conditions make it difficult for theus, Combined Company, itsour 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 the Combined Company’sour advertisers’ ability to pay, any of which would negatively impact the Combined Company’sour business, financial condition, and results of operations.

Factors Affecting the Combined Company’sOur Business

There have been no material changes to our risk factors as previously disclosed in Item 1A of Part I of the Company’s 2025 Form 10-K, which is incorporated herein by reference.reference, other than as provided below.

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 fromthat ourmanagement management, whichbelieves 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 directly comparable GAAP financial measures.

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 inthroughout North America, Europe, the Middle East, and Asia.

TheAs threea monthsresult ended March 31, 2026, represent the first full-quarter comparative period followingof the 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 “accompanying condensed consolidated financial statements include the results of Legacy Teads’ operations from the Acquisition”). Consequently,date ourof February 3, 2025. Our current results therefore reflect the fully consolidated operations of the combined company.company, and each of the three-month periods ended June 30, 2026 and 2025 reflects a full three months of consolidated operations following the Acquisition. However, the financial information presented for the six months ended June 30, 2026 is not directly comparable to the financial information presented for the corresponding prior year period, which reflects the operations of Legacy Teads only from the Acquisition date. 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.

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 continuesubstantially tocompleted executethe actions under our broader strategic restructuring plan (the “Strategic Plan”) announced in December 2025, which is intended to reduce operating costs, improve operating margins and advance the Company’s commitment to profitable growth. The Strategic Plan, which resulted from a comprehensive review of our business portfolio and operational structure, involvesinvolved a reduction of the Company’sour global workforce by approximately 10% as we realign our commercial and product teams around distinct growth pillars.10%. A key component of this strategy is the deliberate rationalization of our business portfolio and a focus on supply quality, including the “clean-up” of underperforming inventory. While these optimizations, alongside broader macroeconomic volatility and increased competition on the demand side, contributed to a year-over-year reduction in spend from a limited number ofcertain customers, we believe these shifts are essential for the long-term health and transparency of our premium marketplace.

The digital advertising ecosystem iscontinues experiencingto be impacted by structural shifts and evolving user behaviors, characterizedevidenced inmost partprominently by declining traffic trends on the traditional publisher side of the Open Internet. These developments are furthersignificantly catalyzedinfluenced by the integration of generative artificial intelligence (“AI”) into major search engines and web browsers, which can provideprovides direct answers and summaries that mayare increasingly causing users to bypass the traditionalpublisher userpages. journey.Additionally, Weother changes in policies and practices by third parties we do not control, most recently by Google, have observedchallenged theseOpen combinedInternet factorspublishers’ leadability to adrive declinepageviews and monetize effectively, which has in pageturn view volume for certain segments ofimpacted 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.monetization.

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., IranIran, Israel 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,has been impacted and could be adversely impacted in the future 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 spendingspending, or impactfurther affect our advertisers’ ability to pay, anyeach of which wouldhas negatively impactimpacted, and may continue to negatively impact, our business, financial condition, and results of operations.

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), Syria and Iran, both directly and through proxies. Although a ceasefire between Israel and Hamas took effect on October 10, 2025, there is no assurance that this agreement will continue to be upheld. More recently, inOn February 28, 2026, hostilitiesthe betweenU.S. and Israel and Iran escalated again. In late February 2026, Israel, together with the U.S., conducted a major joint military campaign involvinginitiated air and missile strikes against Iranian military targets and leadership. Since then, retaliation by Iran against U.S. and Israeli interests in Iran.the TheseMiddle actionsEast triggeredhas abeen 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.widespread. As of the date of the filing of this Report, significant volatility and uncertainty persistspersist throughout the Middle East region, with the potential for continued escalation into a broader and more sustained regional conflict.

For the three and six months ended MarchJune 31,30, 2026, 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.

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 AIAI, have negatively impactedimpacted, and may continue to negatively impactimpact, the growth of key segments of our media partners, namely digital publishers. These dynamics have contributed to a decline in page view volume across our publisher partners, thereby reducing the advertising inventory available for monetization on our platform, as described under “—Generative AI and Publisher Traffic Trends” above. At the same time, the trends in user engagement create new opportunities and further needs fromunderscore the media partnerspartner need for our solutions to engage users and enhance overall monetization.

The available mediums and formats for consumers to engage with media hashave 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.

Examples of environments in which content consumption is expected to growgrowing 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,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 the relevance of the environments in which we operate.

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 has contributed, and could leadcontinue to contribute 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 on our business, see “—Recent Trends, Risks and Uncertainties—Generative AI and Publisher Traffic Trends” above, and for the related risks to our business,risks, see “Business—Industry” and “Risk Factors” in our 2025 Form 10-K.

Regulators across most developed markets arecontinue increasinglyto be focused on enacting and enforcing user privacy rulesrules, as well as exertingrequirements tighterrelating to the development and deployment of AI, including transparency and labeling obligations for AI-generated content, and on maintaining significant oversight onover the competitive practices of the major “walled garden” platforms. IndustryIn participantsthe haveUnited recentlyStates, been,the andabsence likelyof willa comprehensive federal privacy law has produced fragmented state frameworks that continue to be,create compliance complexity. In the EU, the Digital Markets Act and Digital Services Act are actively being enforced against designated gatekeeper platforms, with recent actions targeting consent practices, data portability and advertising transparency. Industry participants will likely continue to be impacted by changes implemented by platform leaders,leaders. suchFor asexample, Apple’salthough changeGoogle has announced that it does not intend to its Identifier for Advertisers policy and Google’s evolving roadmap pertaining to the use ofdeprecate third-party cookies withinin its Chrome web browser.browser, its evolving approach to privacy and tracking controls in Chrome will continue to affect our and our clients’ compliance requirements. For additional information regarding changing industry dynamics with respect to industry participants and the regulatory environment, see “Business—Industry,” “Business—Regulatory” and “Risk Factors” in our 2025 Form 10-K.

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/decrease in our traffic acquisition costs is generally commensurate with the quarterly rate of increase/decrease 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.

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.expectations, Asand budget dynamics across advertiser types. Enterprise marketers and agencies deploy budgets to drive a range of brand outcomes, from awareness, consideration and intent to lower-funnel outcomes such as site traffic or app downloads. By contrast, direct response and SME advertisers generally operate against defined performance targets, with spend scaling based on measurable conversion efficiency. To the extent advertisers (of all types) achieve their desired ROASoutcomes on our platform, they may increase budgets or expand usage of our full‑funnel solutions over time.

Our operating expenses consist of research and development, sales and marketingmarketing, 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 platformplatform, and consist primarily of personnel and the related overhead costs, amortization of capitalized software for non-revenue generating infrastructure and facilities costs.

Interest Expense. Interest expense primarily consists of interest on our 10.000% senior secured notes due 2030 (“Senior Secured Notes”), the Overdraft Facility (as defined below) assumed in the Acquisition, our revolving credit facilities, and amortization of debt discounts and deferred financing cost. Interest expense for 2025 also included interest and fees on our senior secured bridge term loan credit facility drawn and repaid during the first quarter of 2025, and amortization of the related discount and deferred financing fees.2025. Interest expense may increase if we incur any borrowings under our 2025 Revolving Facility (as defined below) or if we enter into new debt facilities or finance lease arrangements.

We have one operating segment, which is also our reportable segment. The following table sets forth our condensed consolidated results for the periods presented. Our 2026 results incorporate a full quartersix months of combined operations, whereas our 2025 results include the Legacy Teads business only from the Acquisition date of February 3, 2025, through MarchJune 31,30, 2025.2025 for the year-to-date period. Because the prior year six-month period includes the results of the acquired business for only a portion of the quarter,six-month period, the financial information presented for the threesix months ended MarchJune 31,30, 2026 is not directly comparable to the corresponding prior year period. Conversely, the financial information presented for the three months ended June 30, 2026 and 2025 is directly comparable, as both quarterly periods reflect a full three months of consolidated operations following the Acquisition.

Three and Six Months Ended MarchJune 31,30, 2026 Compared to Three and Six Months Ended MarchJune 31,30, 2025

Revenue for the three months ended MarchJune 31,30, 2026 decreased $20.4$58.5 million, or 7.1%,17.0%, to $266.0$284.6 million, from $286.4$343.1 million for the three months ended MarchJune 31,30, 2025. Revenue for the six months ended June 30, 2026 decreased $78.9 million, or 12.5%, to $550.6 million, from $629.5 million for the six months ended June 30, 2025.

TheThese decreasedecreases waswere primarily driven by lower volumesrevenue withinfrom our direct response offerings,and SME advertisers, reflecting ourchanging search and open-web traffic dynamics, including lower publisher traffic and available advertising impressions, as well as the impact of actions taken throughout 2025 initiative to improveexit overallcertain lower quality by exiting certain supply and demand sources. ThisThese decreasedecreases waswere partially offset by continued growth in our CTV offeringsofferings. andThe decrease for the impactsix-month period was also partially offset by the inclusion of aan fulladditional quartermonth of consolidated operationsresults in 2026 compared to the2025, partial period inas the priorAcquisition year.was completed on February 3, 2025.

Revenue for the three and six months ended MarchJune 31,30, 2026 included net favorable foreign currency effects of approximately $0.8 million and $11.6 million.million, respectively. On a constant currency basis, revenue decreased $32.0$59.3 million, or 11.2%,17.3%, and $90.5 million, or 14.4%, respectively, compared to the corresponding prior year period.periods.

GrossTraffic profitacquisition costs — increaseddecreased $0.9$37.7 million, or 1.1%,19.0%, to $83.6$161.2 million for the three months ended MarchJune 31,30, 2026, comparedfrom to $82.7$198.9 million for the three months ended MarchJune 31,30, 20252025. Traffic acquisition costs decreased $62.9 million, or 16.4%, to $319.3 million for the six months ended June 30, 2026, from $382.2 million for the six months ended June 30, 2025. These decreases were primarily duedriven toby thelower revenue and a favorable shiftchange in revenue mix andtoward lowerhigher-margin traffic acquisition costs as a percentage of revenue described above, partially offset by lower overall revenue volumes.offerings.

Operating expenses decreased $21.7$11.3 million, or 17.1%,9.2%, to $105.4$111.2 million for the three months ended MarchJune 31,30, 2026, from $127.1$122.5 million for the three months ended MarchJune 31,30, 2025. ThisThe decrease was primarily driven by a $9.4 million decrease in Sales and marketing expenses due to lower employee-related expenses as a result of headcount reductions and cost efficiencies achieved through the integration of our global operations. Operating expenses for the three months ended June 30, 2026, included net unfavorable foreign currency effects of approximately $6.9$3.0 million. TheOn decreasea wasconstant primarilycurrency drivenbasis, byoperating expenses decreased $14.3 million, or 11.7%, compared to the followingcorresponding factors:prior year period.

As a percentage of revenue, total operating expenses declinedincreased to 39.6%39.1% for the three months ended MarchJune 31,30, 2026 from 44.4%35.7% for the three months ended MarchJune 31,30, 2025.2025, Thisprimarily due to lower revenues, partially offset by a $9.4 million decrease wasin primarily driven by the non-recurrence of significant acquisitionSales and integration-related costs, impairment charges, and higher restructuringmarketing expenses incurreddue into thelower prioremployee year.related Additionally, the margin improvement reflects the realization of operational efficiencies and the successful reduction of duplicative costs across the unified platform.expenses.

Other (expense) income, net decreasedimproved $5.6$3.9 million, or 23.9%,9.5%, to $18.0$(37.5) million for the threesix months ended MarchJune 31,30, 2026, from $23.6$(41.4) million for the threesix months ended MarchJune 31,30, 2025,2025. The improvement is primarily relatedattributable to a $5.7$5.8 million decrease in interest expenseexpense. to $17.4 million for the three months ended March 31, 2026 from $23.1 million for the three months ended March 31, 2025. ThisThe decrease wasin primarilyinterest attributableexpense toreflected the absence in 2026 of $13.3 million in fees and interest related to the $625 million senior secured bridge term loan credit facility (the “Bridge Facility”) incurred during the first quarter of 2025 to finance the Acquisition, which was subsequentlyincurred and repaid induring February 2025.2025 Thesein savingsconnection werewith financing the Acquisition. This decrease was partially offset by a $7.6 million increase in interest expense related to the Senior Secured Notes,Notes. whichInterest totaledexpense $16.8 million during three months ended March 31, 2026, compared to $9.2 million in the prior year period. The increase in interest onfor the Senior Secured Notes reflectswas $33.7 million for the six months ended June 30, 2026, compared to $26.1 million for the six months ended June 30, 2025, reflecting a full quartersix months of interest expense and amortization of related discountsdebt discount and deferred financing feescosts in 2026, compared to a partial period in 2025. The improvement was also partially offset by the absence in 2026 of the $1.2 million gain on the repurchase of long-term debt recognized during the second quarter of 2025.

Provision (Benefit) for Income Taxes