Teads (TEAD) Proxy Filing summary

Executive summary

• Announced a definitive agreement to acquire Teads, creating a leading open Internet advertising platform with expected closing by Q1 2025, pending regulatory and shareholder approval.

• The merger aims to deliver significant shareholder value through synergies and financial leverage, positioning the combined entity as a full-funnel, end-to-end platform for advertisers.

• Q2 2024 results showed $56M in Ex-TAC gross profit (up 3% YoY), $7.4M adjusted EBITDA (doubled YoY), and positive free cash flow for the fourth consecutive quarter.

• Growth drivers include expanding advertiser share of wallet, broadening supply footprint, and deepening partnerships with premier media owners.

• Product innovation highlighted by the launch of Predictive Demographics, a privacy-centric targeting solution outperforming traditional third-party segments.

Voting matters and shareholder proposals

• Shareholder approval is required for the issuance of equity securities as consideration for the Teads acquisition.

• Outbrain will file a proxy statement and other relevant materials with the SEC for the special shareholder meeting.

Board of directors and corporate governance

• Directors and executive officers may be deemed participants in the solicitation of proxies for the shareholder vote on the Teads transaction.

• Information on director and executive officer interests will be disclosed in the proxy statement.