Teads Holding Co 10-Q for FY2025 Q2

Teads Holding Co. (TEAD)

10-Q 2025-08-08 For: 2025-06-30

Added on April 09, 2026

About this 10-Q

Teads Holding Co filed this 10-Q on August 8, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).

Headline figures

Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $343.1M; up 60.2% from $214.15M a year earlier
Net loss: $14.31M; compared with a net loss of $2.2M a year earlier
Diluted EPS: -$0.15; compared with -$0.04 a year earlier

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Delaware									20-5391629
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)


111 West 19th Street,	New York,	NY	10011
(Address of Principal Executive Offices) (Zip Code)


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒


		Page
Part I - Financial Information
Item 1.	Financial Statements	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Comprehensive Income (Loss)	7
	Condensed Consolidated Statements of Stockholders’ Equity	8
	Condensed Consolidated Statements of Cash Flows	9
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	55
Part II - Other Information
Item 1.	Legal Proceedings	56
Item 1A.	Risk Factors	56
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56
Item 5.	Other Information	56
Item 6.	Exhibits	57
Signatures		58


	June 30, 2025		December 31, 2024
	(Unaudited)
ASSETS:
Current assets:
Cash and cash equivalents	$	149,449	$	89,094
Short-term investments in marketable securities	16,693		77,035
Accounts receivable, net of allowances	337,682		149,167
Prepaid expenses and other current assets	47,486		27,835
Total current assets	551,310		343,131
Non-current assets:

Property, equipment and capitalized software, net	48,265		45,250
Operating lease right-of-use assets, net	26,315		15,047
Intangible assets, net	403,438		16,928
Goodwill	633,247		63,063
Deferred tax assets	62,364		40,825
Indemnification asset	26,406		—
Other assets	23,568		24,969
TOTAL ASSETS	$	1,774,913	$	549,213

LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	290,475	$	206,920
Accrued compensation and benefits	42,462		19,430
Deferred revenue	11,517		6,932
Short-term debt	17,562		—
Accrued and other current liabilities	140,597		56,189
Total current liabilities	502,613		289,471
Non-current liabilities:
Long-term debt	602,962		—
Operating lease liabilities, non-current	19,619		11,783
Deferred tax liabilities	67,218		1,554
Contingent tax liabilities	38,395		9,343
Other liabilities	12,144		5,719
TOTAL LIABILITIES	$	1,242,951	$	317,870

Commitments and Contingencies (Note 11)

STOCKHOLDERS’ EQUITY:
Common stock, par value of $0.001 per share − one billion shares authorized; 95,095,445 shares issued and 94,969,026 shares outstanding as of June 30, 2025; 63,503,274 shares issued and 50,090,114 shares outstanding as of December 31, 2024	95		64
Preferred stock, par value of $0.001 per share − 100,000,000 shares authorized, none issued and outstanding as of June 30, 2025 and December 31, 2024	—		—
Additional paid-in capital	678,463		484,541
Treasury stock, at cost − 126,429 shares as of June 30, 2025 and 13,413,160 shares as of December 31, 2024	(440)		(74,289)
Accumulated other comprehensive income (loss)	92,493		(9,480)
Accumulated deficit	(238,649)		(169,493)
TOTAL STOCKHOLDERS’ EQUITY	531,962		231,343
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,774,913	$	549,213


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	343,096	$	214,148	$	629,453	$	431,112
Cost of revenue:
Traffic acquisition costs	198,927		158,191		382,162		323,001
Other cost of revenue	23,905		10,381		44,377		20,940
Total cost of revenue	222,832		168,572		426,539		343,941
Gross profit	120,264		45,576		202,914		87,171
Operating expenses:
Research and development	13,285		9,330		27,264		18,523
Sales and marketing	79,676		24,377		133,413		47,994
General and administrative	27,888		16,921		64,365		32,136
Impairment charges	—		—		15,614		—
Restructuring charges	1,674		575		8,953		742
Total operating expenses	122,523		51,203		249,609		99,395
Loss from operations	(2,259)		(5,627)		(46,695)		(12,224)
Other (expense) income:
Gain on repurchase of long-term debt	1,225		—		1,225		—
Interest expense	(17,524)		(569)		(40,648)		(1,506)
Other (expense) income and interest income, net	(1,506)		2,746		(1,990)		4,151
Total other (expense) income, net	(17,805)		2,177		(41,413)		2,645
Loss before income taxes	(20,064)		(3,450)		(88,108)		(9,579)
Benefit from income taxes	(5,751)		(1,251)		(18,952)		(2,339)
Net loss	$	(14,313)	$	(2,199)	$	(69,156)	$	(7,240)

Weighted average shares outstanding:
Basic	94,492,931		48,922,017		86,269,441		49,093,515
Diluted	94,492,931		48,922,017		86,269,441		49,093,515

Net loss per common share:
Basic	$	(0.15)	$	(0.04)	$	(0.80)	$	(0.15)
Diluted	$	(0.15)	$	(0.04)	$	(0.80)	$	(0.15)


	Common Stock		Additional Paid-In Capital			Treasury Stock			Accumulated Other Comprehensive (Loss) Income			Accumulated Deficit		Total Stockholders’ Equity
		Shares			Amount			Shares			Amount
Balance – January 1, 2025		63,503,274	$	64		$	484,541	(13,413,160)	$	(74,289)		$	(9,480)	$	(169,493)	$	231,343
Acquisition of Teads		30,320,161	30			186,864		13,429,839	74,402			—		—		261,296
Vesting of restricted stock units, net of shares withheld for taxes		526,076	—			—		(73,000)	(355)			—		—		(355)
Stock-based compensation		—	—			3,037		—	—			—		—		3,037
Other comprehensive income		—	—			—		—	—			34,187		—		34,187
Net loss		—	—			—		—	—			—		(54,843)		(54,843)
Balance – March 31, 2025		94,349,511	$	94		$	674,442	(56,321)	$	(242)		$	24,707	$	(224,336)	$	474,665
Vesting of restricted stock units, net of shares withheld for taxes		745,944	1			(1)		(70,108)	(198)			—		—		(198)

Stock-based compensation		—	—			4,022		—	—			—		—		4,022
Other comprehensive income		—	—			—		—	—			67,786		—		67,786
Net loss		—	—			—		—	—			—		(14,313)		(14,313)
Balance – June 30, 2025		95,095,455	$	95		$	678,463	(126,429)	$	(440)		$	92,493	$	(238,649)	$	531,962


	February 3, 2025
	(In thousands)
Cash consideration paid on acquisition date(1)	$	621,948
Fair value of stock consideration(2)	262,938
Total consideration	$	884,886


	Preliminary Purchase Price Allocation		Measurement Period Adjustments		Preliminary Purchase Price Allocation (As Adjusted)
	(in thousands)
Cash and cash equivalents	$	23,619	$	—	$	23,619
Accounts receivable, net	210,317		(1,720)		208,597
Prepaid expenses and other current assets	26,581		—		26,581
Property and equipment	3,581		—		3,581
Operating lease right of use assets	13,218		—		13,218
Other intangible assets	384,400		—		384,400
Indemnification assets	26,305		(922)		25,383
Other assets	2,076		—		2,076
Total assets acquired	$	690,097	$	(2,642)	$	687,455
Accounts payable	69,687		—		69,687
Accrued compensation and benefits	34,341		—		34,341
Accrued and other liabilities	79,724		(821)		78,903
Short-term borrowings	15,424		—		15,424
Deferred tax liability	66,513		104		66,617
Contingent tax liabilities	26,305		(922)		25,383
Operating lease liabilities, noncurrent	9,830		—		9,830
Other long-term liabilities	4,966		—		4,966
Total liabilities assumed	$	306,790	$	(1,639)	$	305,151
Net assets acquired	383,307		(1,003)		382,304
Goodwill	501,579		1,003		502,582
Total consideration	$	884,886	$	—	$	884,886


	February 3, 2025
	Amount		Weighted-Average Amortization Period
	(In thousands)		(In years)
Customer Relationships	$	237,100	10.3 years
Publisher relationships	51,200		8.0 years
Technology intangibles	73,400		5.0 years
Tradenames	22,700		11.0 years
Total other intangibles	$	384,400


	Six Months Ended				Three Months Ended
	June 30, 2025		June 30, 2024		June 30, 2024
	(In thousands)
Revenue	$	659,940	$	710,143	$	367,814
Net income	$	(97,569)	$	(18,771)	$	(604)


	Three Months Ended June 30, 2025			Six Months Ended June 30, 2025
	(In thousands)
Severance and related costs	$	1,425		$	8,272
Legal costs	249			681
Total restructuring charges	$	1,674	(1)	$	8,953	(2)


	Severance and related costs		Legal costs		Total
	(In thousands)
Restructuring charges	$	8,272	$	681	$	8,953
Cash payments	(5,982)		(181)		(6,163)
Foreign currency translation	15		—		15
Balance as of June 30, 2025	$	2,305	$	500	$	2,805


	Six Months Ended June 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(69,156)	$	(7,240)
Adjustments to reconcile net loss to net cash provided by operating activities:
Gain on repurchase of long-term debt	(1,225)		—
Depreciation and amortization of property and equipment	4,896		3,117
Amortization of capitalized software development costs	4,775		4,830
Amortization of intangible assets	21,539		1,704
Amortization of discount on marketable securities	(721)		(1,280)
Stock-based compensation	6,731		7,435
Non-cash operating lease expense	5,198		2,486
Provision for credit losses	1,464		2,433
Amortization of debt issuance costs	14,087		—
Deferred income taxes	(31,847)		(4,742)
Impairment of assets	15,614		—
Unrealized foreign currency transaction losses	4,145		234
Other	25		52
Changes in operating assets and liabilities:
Accounts receivable	38,572		32,081
Prepaid expenses and other current assets	13,344		5,610
Accounts payable and other current liabilities	(2,150)		(33,356)
Operating lease liabilities	(5,426)		(2,423)
Deferred revenue	(2,850)		(1,816)
Other non-current assets and liabilities	7,063		3,111
Net cash provided by operating activities	24,078		12,236

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of a business, net of cash acquired	(598,319)		(181)
Purchases of property and equipment	(4,064)		(2,140)
Capitalized software development costs	(7,105)		(5,130)
Purchases of marketable securities	(16,603)		(52,012)
Proceeds from sales and maturities of marketable securities	77,221		58,767
Other	1		(63)
Net cash used in investing activities	(548,869)		(759)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the Bridge Facility	625,000		—
Repayments of borrowings under the Bridge Facility	(625,000)		—


		June 30, 2025
(In thousands)	Fair Value Level	Amortized cost (1)		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash Equivalents		Short-term investments
Money market funds	1	$	26,789	$	—	$	—	$	26,789	$	26,789	$	—
U.S. Treasuries	2	3,738		—		(1)		3,737		—		3,737
U.S. Government bonds	2	4,096		—		(1)		4,095		4,095		—
Commercial paper	2	9,951		—		(5)		9,946		1,998		7,948
U.S. Corporate bonds	2	5,010		—		(2)		5,008		—		5,008
Total cash equivalents and investments		$	49,584	$	—	$	(9)	$	49,575	$	32,882	$	16,693


		December 31, 2024
(In thousands)	Fair Value Level	Amortized cost (1)		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cash Equivalents		Short-term investments
Money market funds	1	$	30,754	$	—	$	—	$	30,754	$	30,754	$	—
U.S. Treasuries	2	35,129		16		—		35,145		6,932		28,213
U.S. Government bonds	2	5,475		9		—		5,484		—		5,484
Commercial paper	2	11,949		—		(6)		11,943		9,958		1,985
U.S. Corporate bonds	2	42,526		63		—		42,589		1,236		41,353
Total cash equivalents and investments		$	125,833	$	88	$	(6)	$	125,915	$	48,880	$	77,035


	Amount
	(In thousands)
Remainder of 2025	$	26,577
2026	53,154
2027	52,993
2028	52,939
2029	52,939
Thereafter	164,836
Total	$	403,438


	June 30, 2025
	Weighted Average Amortization Period	Gross Value		Accumulated Amortization		Net Carrying Value
		(In thousands)
Developed technology	5.0 years	$	91,718	$	(15,191)	$	76,527
Customer relationships	10.3 years	264,497		(16,422)		248,075
Publisher relationships	8.0 years	64,643		(11,554)		53,089
Trade names	11.0 years	27,486		(2,300)		25,186
Other	15.8 years	906		(345)		561
Total intangible assets, net		$	449,250	$	(45,812)	$	403,438


	Six Months Ended June 30, 2025
	(In thousands)
Developed technology	$	5,950
Customer relationships	259
Publisher relationships	6,426
Trade names	2,373
Content provider relationships	100
Impairment charge	$	15,108


	Six Months Ended June 30, 2025		Year Ended December 31, 2024
	(In thousands)
Allowance for credit losses, beginning balance	$	5,922	$	10,380
Provision for credit losses	1,737		2,445
Write-offs, net of recoveries	(1,443)		(6,903)
Allowance for credit losses, ending balance	$	6,216	$	5,922


	June 30, 2025
	Level I		Level II		Level III		Total
	(In thousands)
Financial Assets:
Cash equivalents and investments (1)	$	26,789	$	22,786	$	—	$	49,575
Restricted time deposit (2)	—		1,185		—		1,185
Severance pay fund deposits (2)	—		5,310		—		5,310
Foreign currency forward contract (3)	—		1,530		—		1,530
Total financial assets	$	26,789	$	30,811	$	—	$	57,600
Financial Liabilities:
Foreign currency forward contract (4)	—		107		—		107
Total financial liabilities	$	—	$	107	$	—	$	107


	June 30, 2025
	Carrying Value		Estimated Fair Value
	(In thousands)
10% Senior Secured Notes	$	602,962	$	497,084


	Condensed Consolidated Balance Sheets Location	June 30, 2025		December 31, 2024
		(In thousands)
Operating lease assets	Operating lease right-of-use assets, net	$	26,315	$	15,047

Current liabilities	Accrued and other current liabilities	$	8,879	$	4,033
Non-current liabilities	Operating lease liabilities, non-current	$	19,619	$	11,783


	Condensed Consolidated Statements	Three Months Ended June 30,				Six Months Ended June 30,
	of Operations Location	2025		2024		2025		2024
		(In thousands)
Operating lease cost:
Fixed lease costs	Cost of revenue and operating expenses	$	2,891	$	1,291	$	5,198	$	2,486
Variable lease costs	Operating expenses	306		65		480		196
Short-term lease costs	Operating expenses	418		130		820		245
Lease impairment cost (1)	Impairment charges	—		—		99		—
Sublease income	Operating expenses	(107)		—		(164)		—
Finance lease cost:
Depreciation	Cost of revenue	—		6		—		226
Interest	Interest expense	—		—		—		3
Total lease cost		$	3,508	$	1,492	$	6,433	$	3,156


Year	Operating Leases
	(In thousands)
Remainder of 2025	$	5,870
2026	9,857
2027	7,857
2028	5,557
2029	3,114
Thereafter	1,752
Total minimum payments required	$	34,007
Less: imputed interest	5,509
Total present value of lease liabilities	$	28,498


	Foreign Currency Translation Loss		Unrealized Gain (Loss) on Investments in Marketable Securities(1)		Total Accumulated Other Comprehensive Income (Loss)
	(In thousands)
Balance–December 31, 2024	$	(9,543)	$	63	$	(9,480)
Other comprehensive income (loss), net of tax:
Other comprehensive income (loss) before reclassifications	102,043		(30)		102,013
Realized gains from sales of investments in marketable securities reclassified to earnings	—		(40)		(40)
Other comprehensive income (loss), net of tax	102,043		(70)		101,973
Balance–June 30, 2025	$	92,500	$	(7)	$	92,493


	Stock Options	Service-Based RSUs	PSUs
Outstanding—December 31, 2024	1,692,519	3,798,514	1,226,600
Granted	—	6,796,762	2,002,848
Exercised/Vested	—	(1,121,501)	(150,519)
Forfeited	(164,417)	(335,154)	—
Outstanding—June 30, 2025	1,528,102	9,138,621	3,078,929


	June 30, 2025
	(In thousands)
Cash and cash equivalents (1)	$	149,449
Short-term investments	16,693
2025 Revolving Facility (2)	100,000
Total	$	266,142


	March 31, 2025
	(In thousands)
10% Senior Secured Notes (1)	$	628,226
Debt discount	(11,329)
Unamortized debt issuance costs	(13,935)
Total long-term debt	602,962
Short-term debt (€15 million) (2)	17,562
Total debt	$	620,524


Period	(a) Total number of shares (or units) purchased (1)	(b) Average price paid per share (or unit)	(c) Total number of shares purchased as part of publicly announced plans or programs	(d) Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands)(2)
April 2025	681	$3.26	—	$6,615
May 2025	1,112	$3.37	—	$6,615
June 2025	68,315	$2.81	—	$6,615
TOTAL	70,108		—


Exhibit No.						Description
10.1*†						2007 Omnibus Securities and Incentive Plan and foreign addenda, as Amended and Restated effective June 4, 2025 (“2007 Plan”).
10.2*†						Form of 2007 Plan Restricted Stock Unit Grant Notice and Award Agreement and related appendices (executive form), adopted June 2025.
10.3*†						Rules of the Outbrain Inc. 2021 Long-Term Incentive Plan for Restricted Stock Units Granted to Employees in France (French Sub-Plan), adopted June 4, 2025.
10.4*†						Form of 2021 Plan Restricted Stock Unit Grant Notice and Award Agreement and related appendices (executive form), adopted June 2025.
10.5*†						Form of 2021 Plan Performance Stock Unit Award Grant Notice and Award Agreement (rTSR) (executive form), adopted June 2025.
10.6*†						Form of 2021 Plan Performance Stock Unit Award Grant Notice and Award Agreement (financial metrics) (executive form), adopted June 2025.
31.1*						Certification of Principal Executive Officer Pursuant To Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer Pursuant To Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*v						Certification of the Principal Executive Officer and Principal Financial Officer Pursuant To 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						XBRL Instance Document
101.SCH*						XBRL Taxonomy Extension Schema Document
101.CAL*						XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


OUTBRAIN INC.

By:			/s/ David Kostman
			Name: David Kostman
			Title: Chief Executive Officer

By:			/s/ Jason Kiviat
			Name: Jason Kiviat
			Title: Chief Financial Officer


Participant:			[_____]
Full Value Award:			RSUs
Date of Grant:			[_____]
Number of RSUs:			[_____]
Termination:			Subject to the Double Trigger Acceleration, as defined below, if the Participant incurs a Termination Date, all RSUs that have not become vested on or prior to the Termination Date shall be automatically forfeited by the Participant without payment of any consideration therefor. In case of termination of employment by the Company resulting in a Termination Date that is within twelve (12) months following a Change in Control, and such termination is either due to (a) termination by the Company (other than for Cause) or (b) Participant’s resignation for Good Reason, the RSUs awarded pursuant to this Grant Notice shall accelerate and become fully vested as of the Termination Date (the “Double Trigger Acceleration”). The terms Termination Date, Change in Control, Cause and Good Reason are as defined on Exhibit B.


By:			______________________________
Print Name:			______________________________
Title:			______________________________
Address:			______________________________


Signature:			______________________________
Print Name:			______________________________
Title:			______________________________
Address:			______________________________


Participant:			[__________________________]
Full Value Award:			RSUs
Date of Grant:			[__________________________]
Number of RSUs:			[__________________________]
Termination:			Subject to the Double Trigger Acceleration, as defined below, if the Participant incurs a Termination Date, all RSUs that have not become vested on or prior to the Termination Date shall be automatically forfeited by the Participant without payment of any consideration therefor. In case of termination of employment by the Company resulting in a Termination Date that is within twelve (12) months following a Change in Control, and such termination is either due to (a) termination by the Company (other than for Cause) or (b) Participant’s resignation for Good Reason, the RSUs awarded pursuant to this Grant Notice shall accelerate and become fully vested as of the Termination Date (the “Double Trigger Acceleration”). The terms Change in Control, Cause and Good Reason are as defined on Exhibit B.


Company’s Relative TSR Ranking			Number of PSUs Vesting (% of Target Shares)
85th percentile or above (“Maximum”)			150%
55th percentile (“Target”)			100%
25th percentile (“Threshold”)			25%
Below 25th percentile			0%