Teads (TEAD) Proxy Filing summary

Executive summary

• Outbrain and Teads have entered a definitive agreement to merge, creating a leading independent end-to-end advertising platform for the open internet and CTV, with a combined reach of over 2 billion consumers across 50+ markets.

• The merger is positioned as a transformational, growth-focused deal, not for efficiency, aiming to accelerate innovation, profitability, and shareholder value, with a projected $1.7 billion in combined ad spend and $240 million in Adjusted EBITDA.

• Both companies will continue to operate independently until the transaction closes, with no immediate changes to client or partner relationships.

• The transaction is subject to shareholder approval, regulatory clearances, and other customary closing conditions, with the process expected to take several months.

• Forward-looking statements highlight anticipated synergies, growth opportunities, and industry leadership, while also noting substantial risks and uncertainties.

Voting matters and shareholder proposals

• Shareholders will be asked to approve the issuance of certain equity securities as consideration for the merger at a special meeting.

• Outbrain and its directors and executive officers may be deemed participants in the proxy solicitation for this approval.

Board of directors and corporate governance

• Information regarding directors, executive officers, and their interests will be included in the proxy statement and related SEC filings.