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October 31, 2024

Dear Stockholders:

On behalf of the Board of Directors of Outbrain Inc. (“we” or “Outbrain”), you are cordially invited to attend a special meeting of the stockholders of Outbrain (the “special meeting”), which will be held on December 5, 2024, at 9:00 a.m., Eastern Time, unless postponed or adjourned to a later date. We have decided to hold the special meeting in a virtual-only meeting format. We will provide a live audio webcast of the special meeting, which can be accessed by visiting www.virtualshareholdermeeting.com/OB2024SM. Stockholders will not be able to attend the special meeting in person.

The purpose of the special meeting is to vote on proposals related to the proposed combination of Outbrain with Teads S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Teads”).

On August 1, 2024, Outbrain entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with Teads and Altice Teads S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Altice Teads”), pursuant to which Outbrain will acquire, directly and via certain of its subsidiaries, all of the issued and outstanding equity interests of Teads from Altice Teads, after which Teads will become a wholly owned subsidiary of Outbrain (the “Transaction”).

Under the terms of the Share Purchase Agreement, Altice Teads will sell and transfer to Outbrain or one of its subsidiaries all of the equity interests of Teads that are issued and outstanding in exchange for the following consideration to be paid at the closing of the Transaction: (a) a cash payment of $725 million, subject to certain customary adjustments; (b) 35 million newly issued shares of common stock, par value $0.001 per share, of Outbrain (the “Common Stock”) and (c) 10.5 million newly issued Series A Convertible Preferred Shares, par value $0.001 per share, of Outbrain (the “Series A Preferred Shares” and, together with the 35 million shares of Common Stock, the “Acquisition Shares”) ((a)-(c), collectively, the “Closing Consideration”). Additionally, Altice Teads will be entitled to a deferred cash payment from Outbrain in an amount equal to $25 million, payable after the closing of the Transaction in one or more installments, to the extent permitted to be paid in compliance with the covenants under the debt financing agreements to be entered into by Outbrain in connection with the Transaction (the “Deferred Payment”, and together with the Closing Consideration, the “Total Consideration”). Based on the number of shares of Common Stock outstanding as of October 28, 2024, Outbrain estimates that, immediately following the closing of the Transaction, Altice Teads will own approximately 41% of the issued and outstanding shares of Common Stock, or approximately 48%, assuming conversion of the Series A Preferred Shares (and based on a conversion price of $10.00 per Series A Preferred Share). The Series A Preferred Shares will vote together with the Common Stock on an as-converted basis on all matters, and not as a separate class.

Outbrain is holding the special meeting to obtain the stockholder approval necessary to complete the Transaction and any related matters contemplated by the Share Purchase Agreement. Outbrain has chosen to hold the special meeting virtually rather than in person to allow for greater access to those stockholders who may want to attend. Any stockholder entitled to attend and vote at the special meeting may appoint a proxy to attend and vote on such stockholder’s behalf. For stockholders who choose to appoint a proxy to attend and vote on their behalf, their proxy need not be a holder of Common Stock. At the special meeting, Outbrain will ask the holders of Common Stock to:

After careful consideration, the Outbrain board of directors (the “Outbrain Board”) has unanimously (i) determined that the Share Purchase Agreement and the transactions contemplated thereby, including the issuance of the Acquisition Shares, are advisable, fair to, and in the best interests of Outbrain and its stockholders; (ii) adopted and

approved the Share Purchase Agreement and the execution, delivery and performance by Outbrain of the Share Purchase Agreement and the transactions contemplated thereby, including the issuance of the Acquisition Shares, and (iii) resolved that, subject to the terms and conditions of the Share Purchase Agreement, the Share Issuance Proposal and such other matters as may be necessary or desirable, to facilitate the consummation of the Transaction shall be submitted to a vote at a meeting of the Outbrain stockholders with the recommendation of the Outbrain Board to approve such matters.

Your vote is important. We cannot complete the Transaction unless the Share Issuance Proposal is approved by Outbrain’s stockholders.

More information about Outbrain, Teads and the Transaction is contained in the accompanying proxy statement. The Outbrain Board urges you to carefully read the accompanying proxy statement, including the section titled “Risk Factors.”

Outbrain is excited about the opportunities the Transaction brings to its stockholders, and thanks you for your consideration and continued support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Transaction described in this proxy statement or the Outbrain securities to be issued in connection with the Transaction or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated October 31, 2024, and, together with the enclosed form of proxy card, is first being mailed to Outbrain stockholders on or about October 31, 2024.

Dear Stockholder:

On behalf of the Board of Directors of Outbrain Inc. (“we” or “Outbrain”), you are cordially invited to attend a special meeting of the stockholders of Outbrain (the “special meeting”), which will be held on December 5, 2024, at 9:00 a.m., Eastern Time, unless postponed or adjourned to a later date. We have decided to hold the special meeting in a virtual-only meeting format. We will provide a live audio-only webcast of the special meeting, which can be accessed by visiting www.virtualshareholdermeeting.com/OB2024SM, where you will be able to vote your shares and submit questions during the special meeting webcast by logging in to the website listed above using the 16-digit control number included in your proxy card. Stockholders will not be able to attend the special meeting in person. For further information on how to attend the special meeting, please see the section titled “The Special Meeting of Outbrain’s Stockholders” in the accompanying proxy statement.

We are pleased to deliver this proxy statement in connection with the Share Purchase Agreement, dated August 1, 2024 (the “Share Purchase Agreement”), entered into by and among, Outbrain, Teads S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Teads”), and Altice Teads S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Altice Teads”), pursuant to which Outbrain will acquire, directly and via certain of its subsidiaries, all of the issued and outstanding equity interests of Teads from Altice Teads, after which Teads will become a wholly owned subsidiary of Outbrain (the “Transaction”).

At the special meeting, Outbrain’s stockholders will be asked to consider and vote on the following proposals, both of which are more fully described in the accompanying proxy statement:

OUTBRAIN’S BOARD OF DIRECTORS (THE “OUTBRAIN BOARD”) UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” BOTH PROPOSAL NO. 1 AND PROPOSAL NO. 2.

The Outbrain Board has fixed the close of business on October 31, 2024, as the record date (the “record date”) for the determination of stockholders entitled to notice of, and to vote at, the special meeting and any adjournment or postponement thereof. Only holders of record of shares of Common Stock as of the close of business on the record date are entitled to notice of, and to vote at, the special meeting. As of the close of business on the record date, Outbrain had 49,649,359 shares of Common Stock outstanding and entitled to vote. A list of Outbrain stockholders of record entitled to vote at the special meeting will be available for examination at our principal executive offices at 111 West 19th Street, New York, NY 10011, during ordinary business hours for a period of ten days prior to the special meeting.

Your vote is important. Approval of Proposal No. 1 and Proposal No. 2 requires the affirmative vote of the holders of a majority of the shares of Common Stock present at the special meeting in person (virtually) or represented by proxy, entitled to vote thereon. Proposal No. 1 is a condition to the consummation of the Transaction; therefore, the Transaction cannot be completed without the approval of Proposal No. 1.

If you are a stockholder of record, you may vote in any one of the following ways:

If your shares are held in street name (that is, held for your account by a bank, broker or other nominee), you will receive instructions from your bank, broker or other nominee that you must follow for your shares to be voted. For more information regarding how to vote your shares, please see the section titled “Questions and Answers—How do I vote?” in the accompanying proxy statement. If you have any questions or need assistance voting, please contact our proxy solicitor:

Sodali & Co

430 Park Avenue, 14th Floor

New York, NY 10022

Stockholders Call Toll-Free: (800) 662-5200

Banks, Brokers, Trustees and Other Nominees Call Collect: (203) 658-9400

Email: OB@investor.sodali.com

Whether or not you plan to attend the special meeting, we urge you to take the time to vote your shares in advance of the special meeting.

In addition to the other information contained or incorporated by reference herein, you should carefully consider the risks relating to the Transaction, Outbrain, Teads and the combined company before deciding how to vote your shares of Common Stock.

The completion of the Transaction is subject to a number of conditions, including, among others, (i) receipt of required regulatory approvals, (ii) Outbrain stockholder approval of the issuance of the Acquisition Shares and (iii) absence of any law or order promulgated by a governmental authority that makes the consummation of the Transaction illegal or that otherwise restrains, prohibits, or prevents the consummation of the Transaction. These conditions make the completion, and timing of the completion, of the Transaction uncertain. For a more detailed discussion of these and other closing conditions, please see the section titled “The Share Purchase Agreement—Conditions to Closing.” Outbrain expects the Transaction to close during the first quarter of 2025, subject to satisfying these closing conditions. However, either Outbrain or Altice Teads may terminate the Share Purchase Agreement if the Closing has not occurred by the date which is nine months after August 1, 2024, which date may be extended, by either Outbrain or Altice Teads, for three additional periods of three months each if the reason for not closing is that the required regulatory approvals have not been obtained.

If the Transaction is not completed, Outbrain’s business may be adversely affected and, without realizing any of the potential benefits of having completed the Transaction, Outbrain will be subject to a number of risks, including the following:

In addition, if the Transaction is not completed, Outbrain could be subject to litigation related to any failure to complete the Transaction or related to any enforcement proceeding commenced against it to perform its obligations under the Share Purchase Agreement. Outbrain’s obligations under the Share Purchase Agreement are not conditioned on its receipt of or ability to obtain financing. Accordingly, there is a risk Outbrain could be liable for damages to Altice Teads or subject to litigation or enforcement proceedings where Outbrain’s inability to close the Transaction is due to a failure to timely obtain financing on the terms contemplated by the Commitment Letter or at all.

Similarly, delays in the completion of the Transaction could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the Transaction.

Any of these risks could materially and adversely affect Outbrain’s business, financial condition and results of operation.

In general, Outbrain can refuse to complete the Transaction if there is a Material Adverse Effect (as defined herein) with respect to Teads and its subsidiaries between the date of the Share Purchase Agreement and the Closing. However, some types of changes do not permit Outbrain to refuse to complete the Transaction, even if such changes would have a material adverse effect on Teads and its subsidiaries, to the extent they resulted from the following:

However, in the case of the first five exclusions above, in the event that Teads and its subsidiaries, taken as a whole, are disproportionately affected by such event, development, or change relative to other participants in the industries in which Teads and its subsidiaries operate, the extent (and only the extent) of such adverse effect, relative to such other participants, on Teads or any of its subsidiaries may be taken into account in determining whether there has been a Material Adverse Effect.

If adverse changes occur but the parties must still complete the Transaction, the combined company’s stock price may suffer.

The terms of the Share Purchase Agreement generally prohibit Outbrain from soliciting competing acquisition proposals or discussing or negotiating with, or furnishing information to, persons making unsolicited acquisition proposals, except in limited circumstances. For more information, please see the section titled “The Share Purchase Agreement—Outbrain No Solicitation of Alternative Transactions.”

In addition, under certain circumstances if the Transaction is terminated, Outbrain may be required to pay Altice Teads a termination fee of up to $40 million, as more fully described in the section titled “The Share Purchase Agreement—Termination Fees.”

The foregoing may discourage a third party that might have an interest in Outbrain from considering or proposing a transaction, even if that party were prepared to propose a transaction that would present greater value to Outbrain and its stockholders than does the Transaction.

During the pendency of the Transaction, it is possible that customers, suppliers, business partners and other persons with whom Outbrain or Teads has a business relationship may delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships with Outbrain or Teads, as the case may be, as a result of the Transaction, which could significantly reduce the expected benefits of the Transaction or negatively affect Outbrain’s or Teads’ respective revenues, earnings and cash flows, and the market price of the Common Stock, regardless of whether the Transaction is completed.

In addition, uncertainty about the effects of the Transaction on employees may impair the ability to attract, retain and motivate key personnel during the pendency of the Transaction and, if the Transaction is completed, for a period of time thereafter. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with Outbrain following the completion of the Transaction, Outbrain may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent. In addition, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of Outbrain and Teads to the same extent that Outbrain and Teads have previously been able to attract or retain their own employees.

Securities litigation or stockholder derivative litigation frequently follows the announcement of certain significant business transactions, such as a material acquisition like the Transaction. Outbrain and Teads may become involved in this type of litigation in connection with the Transaction, and the combined company may become involved in this type of litigation in the future. The outcome of any litigation is uncertain, and any such potential lawsuits could prevent or delay the completion of the Transaction and/or result in substantial costs. Litigation often is expensive and diverts management’s attention and resources. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Transaction could adversely affect the business of the combined company, and insurance coverage may not be sufficient to cover all related costs and damages.

Even if the Share Issuance Proposal is approved by the Outbrain stockholders, specified conditions set forth in the Share Purchase Agreement must be satisfied or waived to complete the Transaction. These conditions are described in the section titled “The Share Purchase Agreement—Conditions to Closing.” Outbrain may determine to waive, in whole or part, to the extent permissible under applicable law, one or more of the conditions to its obligations to consummate the Transaction based on the facts and circumstances as they exist at that time. Outbrain cannot assure you that all of the conditions to the consummation of the Transaction will be satisfied or waived. If the conditions are not satisfied or waived, the Transaction may not occur or the Closing may be delayed, and Outbrain may lose some or all of the intended benefits of the Transaction.

The unaudited pro forma combined financial information included in this proxy statement has been presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that actually would have occurred had the Transaction or the Financing (as defined herein) been completed as of the date indicated, nor is it indicative of the combined company’s future operating results or financial position. The unaudited pro forma condensed combined financial statements have been derived from the historical financial statements of Outbrain and Teads, and adjustments and assumptions have been made regarding the combined company after giving effect to the Transaction. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with accuracy. Moreover, the unaudited pro forma financial statements do not reflect all costs that are expected to be incurred by the combined company in connection with the Transaction. As a result, the actual financial condition of the combined company following the Closing may not be consistent with, or evident from, these unaudited pro forma financial statements. The assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition following the Closing. The unaudited pro forma condensed combined financial information included in this proxy statement has not been audited or reviewed by Outbrain’s or Teads’ auditors. For more information, please see the section titled “Unaudited Pro Forma Combined Financial Statements.”

In addition, the unaudited prospective financial information of Outbrain, Teads and the combined company included in this proxy statement in the section titled “The Transaction—Certain Prospective Financial Information,” was prepared solely for internal use, is subjective in many respects and reflects numerous assumptions and estimates that Outbrain’s management made in good faith at the time such prospective financial information was prepared. These assumptions and estimates are predictions about the future, concern matters that may be beyond the control of Outbrain and Teads and were made as of the date such prospective financial information was prepared. As a result, actual results may differ materially from those contained in such prospective financial information. For more information, please see the section titled “The Transaction—Certain Prospective Financial Information.”

Either Outbrain or Altice Teads may terminate the Share Purchase Agreement if the Closing has not occurred by the date which is nine months after August 1, 2024, which date may be extended, by either Outbrain or Altice Teads, for three additional periods of three months each if the reason for not closing is that required regulatory approvals have not been obtained. If the Transaction is not completed, Outbrain may be required to pay Altice Teads a termination fee of up to $40 million, under certain circumstances, as more fully described in the sections titled “The Share Purchase Agreement—Termination of the Share Purchase Agreement” and “The Share Purchase Agreement—Termination Fees.”

The Outbrain Board has not obtained an updated fairness opinion either as of the date of this proxy statement or as of any other date after August 1, 2024, the date of the written opinion from Goldman Sachs, Outbrain’s financial advisor, and does not expect to receive an updated, revised or reaffirmed opinion prior to the completion of the Transaction. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of the opinion. Changes in circumstances, including in the operations and prospects of Outbrain or Teads, stock prices, general market and economic conditions, and other factors, some or all of which may be beyond the control of Outbrain and Teads are not reflected in the opinion. Because Goldman Sachs will not be updating their opinion, their opinion will not address the fairness of the Total Consideration, from a financial point of view, at the time the Transaction is completed. For more information, please see the section titled “The Transaction—Opinion of Outbrain’s Financial Advisor.”

Completion of the Transaction is conditioned upon the receipt of certain governmental approvals, including the expiration or termination of the waiting period under the HSR Act and any other applicable antitrust laws, including in France, Germany, Israel, Turkey and the UK. Outbrain and Altice Teads made the filings required under the HSR Act on August 16, 2024, and the initial 30-day waiting period expired at 11:59 p.m. Eastern Time on September 16, 2024. As of the date of this proxy statement, the parties have obtained the applicable approvals of the competition agencies in Germany and Turkey. Although each party has agreed to use its reasonable best efforts to obtain the requisite governmental approvals and expects that all such governmental approvals will be obtained, there can be no assurance that these approvals will be obtained and that the other conditions to completing the Transaction will be satisfied. In addition, the governmental authorities from which the regulatory approvals are required may impose conditions on the Closing or require changes to the terms of the Share Purchase Agreement or other agreements to be entered into in connection with the Share Purchase Agreement which may delay completion of the Transaction or impose additional material costs on or materially limit the revenues of the combined company following the completion of the Transaction. There can be no assurance that regulators will choose not to impose such conditions or changes in terms, and, if imposed, such conditions or changes in terms may delay or lead to the abandonment of the Transaction.

Certain acquisition and investment transactions outside of the U.S. may be subject to review by foreign investment screening regimes. In deciding whether to grant foreign investment approval, consent or clearance, foreign investment authorities generally will consider the effect of the transactions on national security or national interest within their jurisdictions, in particular with respect to sensitive sectors, critical infrastructure, critical technology, and access to personal identifiable information or sensitive personal data. Many jurisdictions have recently adopted, expanded, and/or are continuing to expand their foreign investment review regimes, and foreign investment authorities can have significant discretion in the interpretation and enforcement of such regimes. If new or existing regimes are enacted or updated prior to closing, or a foreign investment authority determines that the parties have failed to make a mandatory notification, the parties may be required to make additional foreign investment filings and/or be subject to fines, penalties, divestiture, or other regulatory actions.

Completion of the Transaction is subject to the parties obtaining approval to complete the Transaction or applicable waiting periods expiring or terminating under foreign investment laws jurisdictions determined by them to be required, including France and Slovenia. As of the date of this proxy statement, the parties have obtained the applicable approvals of the foreign direct investment authority in Slovenia. Although the parties expect that all such regulatory clearances and approvals will be obtained, there is no assurance that they will obtain all required regulatory clearances or approvals on a timely basis, if at all. The relevant foreign investment authorities could take such actions under the applicable antitrust and foreign investment laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights or impose limitations or restrictions on, or prohibit, investments by certain investors (including, but not limited to, the imposition of limits on purchasing securities, limits on the sharing of information with investors, governance modifications, or forced divestitures, among other things). In addition, other foreign investment authorities may take action under the laws of their jurisdictions, even where we do not believe we meet the thresholds for filing, which could require additional filings or review processes and which could include seeking to enjoin the completion of the transaction.

In addition, certain transactions that involve a U.S. business and a non-U.S. individual or entity may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). Whether a transaction is a covered transaction that CFIUS has jurisdiction to review depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest, and the nature of any information or governance rights involved.

For example, transactions that result in control of a U.S. business by a foreign person are subject to CFIUS jurisdiction. CFIUS also has jurisdiction to review non-control transactions that afford a foreign person certain information, governance, and/or access rights in an unaffiliated U.S. business that has a qualifying nexus to

critical technologies, covered investment, critical infrastructure and/or sensitive personal data as those terms are defined in the CFIUS regulations. Foreign investments in U.S. businesses that produce, test, design, fabricate, manufacture, or develop critical technology, or that involve certain foreign government interests, may be subject to mandatory pre-closing CFIUS filing requirements. Failure to make a CFIUS filing where one is required may subject the transacting parties to civil fines. The parties do not believe that the Transaction gives rise to a mandatory CFIUS filing obligation. Nevertheless, CFIUS may determine that it has jurisdiction over the Transaction, and may decide to investigate, delay, or block the Transaction, or impose conditions with respect to it, which may delay or prevent the parties from consummating the Transaction.

Since the number of shares of Common Stock to be issued to Altice Teads as a portion of the Closing Consideration was determined in the Share Purchase Agreement on the basis of a fixed value without any adjustments for fluctuations in the actual trading price of the Common Stock, changes in the trading price of the Common Stock prior to the Closing will affect the value of the shares of the Common Stock that Altice Teads will receive in Transaction.

The market price of the Common Stock has fluctuated since the date of the announcement of the Transaction and will continue to fluctuate from the date of this proxy statement to the Closing Date. Accordingly, at the time of the special meeting, Outbrain’s stockholders will not know or be able to determine the market value of the shares of the Common Stock to be issued to Altice Teads at Closing.

Changes in stock prices may result from a variety of factors, including general market and economic conditions, changes in U.S. monetary policy and its effect on global financial markets, and on interest rates, changes in Outbrain’s business, operations and prospects, market assessments of the likelihood that the Transaction will be completed, the timing of completing the Transaction, the impact that any of the foregoing may have on Outbrain and its customers, regulatory considerations, and other factors, many of which factors are beyond Outbrain’s or Altice Teads’ control.

If the Transaction is consummated, Altice Teads will be the holder of the Series A Preferred Shares with (i) a liquidation preference, (ii) rights to dividends, which may not be paid to holders of other classes of capital stock of the combined company so long as any Series A Preferred Shares remain outstanding and (iii) conversion price adjustments upon the occurrence of certain events, each subject to the terms, conditions and exceptions contained in the Certificate of Designation. These dividend and other rights and obligations could impact the liquidity of the shares of Common Stock and reduce the amount of cash flows available for working capital, capital expenditures, growth opportunities, acquisitions and other general corporate purposes.

The terms of the Series A Preferred Shares could also limit the ability of the combined company to obtain additional financing or increase borrowing costs, which could have an adverse effect on the financial condition of the combined company. The preferential rights could also result in divergent interests between Altice Teads and holders of Common Stock. Furthermore, a change of control event may require the combined company to repurchase the Series A Preferred Shares, which could have the effect of making an acquisition of the combined company more expensive and potentially deterring proposed transactions that may otherwise be beneficial to stockholders. For more information on the Series A Preferred Shares, please see the section titled “The Transaction—Certificate of Designation of Series A Preferred Shares.”

Upon Closing, Outbrain will issue 10.5 million Series A Preferred Shares to Altice Teads. The Series A Preferred Shares will have an initial liquidation preference of $10.00 per share (subject to adjustment in the event of a stock dividend, stock split, stock distribution recapitalization or combination with respect to the Series A Preferred Shares), and upon the occurrence of certain liquidation events, the holders of the Series A Preferred Shares shall be entitled

to the greater of (i) the liquidation preference plus the aggregate amount of all accrued and accumulated dividends on the Series A Preferred Shares and (ii) the consideration that a holder of Series A Preferred Shares would have received if it had converted its stock into Common Stock immediately prior to the liquidation event. As a result, if the combined company were to liquidate, dissolve or wind up, each holder of the Series A Preferred Shares would have the right to receive payment out of the combined company’s assets available for distribution before any amount is paid to the holders of Common Stock. If the assets of the combined company are not sufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Shares shall be ratably distributed among such holders a pro rata basis in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

The payment of the liquidation preferences on the Series A Preferred Shares could result in holders of shares of Common Stock not receiving any proceeds if it was to liquidate, dissolve or wind up, either voluntarily or involuntarily. Furthermore, the existence of the liquidation preferences may inhibit the trading price of the Common Stock, make it harder for it to sell shares of Common Stock in offerings in the future or prevent or delay a change of control. For more information on the Series A Preferred Shares, please see the section titled “The Transaction—Certificate of Designation of Series A Preferred Shares.”

While we conducted a due diligence investigation of Teads, we cannot be sure that our diligence surfaced all material issues or liabilities that may be present inside Teads or its business, or that it would be possible to uncover all material issues or liabilities, or that factors outside of Teads and its business and outside of its control will not arise later. If any such material issues or liabilities arise, they may materially and adversely impact the ongoing business of the combined company and our stockholders’ investment.

The Transaction involves the combination of two companies that currently operate as independent companies. Outbrain entered into the Share Purchase Agreement with the expectation that the Transaction would result in various benefits, including, among other things, operating efficiencies, synergies and cost savings. Achieving the anticipated benefits of the Transaction is subject to a number of uncertainties, including whether the businesses of Outbrain and Teads can be integrated in an efficient and effective manner.

It is possible that the combined company may fail to realize some or all of the anticipated benefits of the Transaction, the integration process could take longer than anticipated, be more costly than expected or that the management of the combined organization and achievement of anticipated synergies could be more difficult than expected. The integration process could result in the disruption of ongoing businesses, processes, systems and business relationships or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could have an adverse effect on Outbrain’s ability to achieve the anticipated benefits of the Transaction. The integration process is subject to a number of risks and uncertainties, and no assurance can be given that the anticipated benefits of the Transaction will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could adversely affect Outbrain’s future businesses, financial condition, results of operations and prospects.

In addition, Outbrain will incur significant transaction costs related to the Transaction, including investment banking, legal and accounting fees, and significant integration-related fees and costs related to formulating and implementing integration plans which cannot be accurately estimated at this time. Actual transaction costs may substantially exceed estimates and may have an adverse effect on the combined company’s financial condition and operating results. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow us to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all.

The combined 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 combined company’s business, including weakened demand for the combined company’s product and services and the combined company’s ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain the combined company’s suppliers, possibly resulting in supply disruption, or cause the combined company’s customers to delay making payments for its services. Any of the foregoing could harm the combined company’s business and the combined company cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact its business.

In addition to incurring indebtedness to finance the Transaction, the combined company will need to fund its ongoing working capital, capital expenditures, debt service requirements and other financing requirements. We expect that the combined company will fund these requirements through its cash flows from operations and the borrowings under the New Revolving Credit Facility. However, in the future, the combined company may require additional sources of financing to fund its operations.

Raising additional capital may be costly or difficult to obtain and could significantly dilute stockholders’ ownership interests or inhibit the combined company’s ability to achieve its business objectives. If the combined company raises additional funds through public or private equity offerings, the terms of these securities may include liquidation or other preferences that adversely affect the rights of its common stockholders. Further, to the extent that the combined company raises additional capital through the sale of Common Stock or securities convertible or exchangeable into Common Stock, its stockholders’ ownership interest in the combined company will be diluted. Further, any debt financing may subject the combined company to fixed payment obligations and covenants limiting or restricting its ability to take specific actions, such as incurring additional debt, making capital expenditures, making investments and certain payments or declaring and paying dividends.

For information pertaining to debt incurred by Outbrain as part of the payment of the Total Consideration to Altice Teads, please see the risk factor titled “Outbrain will incur a substantial amount of indebtedness in connection with the financing for the Transaction. The incurrence by Outbrain of substantial indebtedness in connection with the financing of the Transaction may have an adverse impact on the combined company’s liquidity, limit its flexibility in responding to other business opportunities, and increase the combined company’s vulnerability to adverse economic and industry conditions.”

The market price of the Common Stock may decline as a result of the Transaction for a number of reasons, including if:

The market price of the Common Stock following the Closing could be subject to significant fluctuations. The results of operations of Outbrain, including the combined company, and the market price of the Common Stock after the Closing may be affected by factors different from those currently affecting the results of operations of each of Outbrain and Teads on a standalone basis.

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of the Common Stock.

In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies. If not dismissed, settled or otherwise resolved prior to the Closing, the combined company will need to defend this action. Even if the combined company is successful in defending against this action or any similar claims that may be brought in the future, such litigation could result in substantial costs and a diversion of management’s attention and resources, which could adversely affect the combined company’s business.

Additionally, a decrease in the stock price of the combined company may cause the Common Stock to no longer satisfy the continued listing standards of Nasdaq. If the combined company is not able to maintain the requirements for listing on Nasdaq, it could be delisted, which could have a materially adverse effect on its ability to raise additional funds as well as the price and liquidity of the Common Stock.

The current expectation is that the combined company will retain its future earnings, if any, to reduce its debt and fund the development and growth of the combined company’s business, and, as such, that it will not pay cash dividends on the Common Stock in the foreseeable future. The payment of dividends on the Common Stock will depend on earnings, financial condition, and other business and economic factors affecting it at such time as the combined company’s board of directors may consider relevant. Additionally, the Certificate of Designation will prohibit the combined company from paying any dividends or distributions (subject to limited exceptions for share repurchases in the ordinary course of business) while any Series A Preferred Shares remain outstanding. For a more complete description of the Series A Preferred Shares, please see the section titled “The Transaction—Certificate of Designation of Series A Preferred Shares.”

As a result, capital appreciation, if any, of the Common Stock will be its stockholders’ sole source of gain, if any, for the foreseeable future.

The combined company will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. The Sarbanes-Oxley Act requires, among other things, that the combined company maintain effective disclosure controls and procedures and internal control over financial reporting. The combined company must perform system and process evaluation and testing of its internal control over financial reporting to allow management to report on the effectiveness of its internal controls over financial reporting in its Annual Report on Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. As a private company, with limited exceptions Teads has not previously been required to test its internal controls within a specified period. This may require the combined company to divert the attention of management. The combined company may experience difficulty in meeting these reporting requirements in a timely manner.

The combined company may discover weaknesses in its system of internal financial and accounting controls and procedures that could result in a material misstatement of its financial statements. The combined company’s internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If the combined company is not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, or if it is unable to maintain proper and effective internal controls, the combined company may not be able to produce timely and accurate financial statements. If that were to happen, investors may lose confidence in the accuracy and completeness of the combined company’s financial reports, the market price of the Common Stock could decline and

it could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in the combined company’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict the combined company’s future access to the capital markets.

The combined company’s ability to compete in the highly competitive industry depends upon contributions from its employees, in particular its senior management team. From time to time, there may be changes in the combined company’s senior management team, and such changes may be disruptive to the combined company’s business. The loss of the services of any members of the combined company’s senior management team could impede, delay or prevent the successful growth of the combined company, and its business could be harmed as a result.

The combined company might not be able to attract or retain qualified management and other highly skilled personnel in the future due to intense competition. Identifying, recruiting, training and integrating qualified individuals will require significant time, expense and attention. In addition to hiring new employees, the combined company must continue to focus on retaining the best employees. The combined company may need to invest significant amounts of cash and equity to attract and retain employees. If the combined company is not able to effectively attract and retain employees, its ability to achieve strategic objectives could be adversely impacted, and the combined company business could be harmed.

After Closing, the stockholders of Outbrain prior to the Closing will own a smaller percentage of the combined company than their ownership in Outbrain prior to the Closing of the Transaction. The stockholders of Outbrain prior to the Closing are estimated to beneficially own approximately 59% of the shares of the Common Stock after the Closing (or 52% assuming conversion of the Series A Preferred Shares), based on the number of issued and outstanding shares as of October 28, 2024. Consequently, the current stockholders of Outbrain will not be able to exercise the same degree of influence over the management and policies of the combined company following the Closing.

In addition, the Stockholders Agreement requires that, for so long as Altice Teads and its affiliates hold in the aggregate at least 15% of the total voting power of the outstanding capital stock of Outbrain on an as-converted basis, Altice Teads and each of its affiliates shall take such action at each meeting of the stockholders of Outbrain or any class thereof as may be required so that all issued and outstanding shares of Common Stock and Series A Preferred Shares beneficially owned by Altice Teads and/or by any of its affiliates are voted in the same manner as recommended by the Outbrain Board, except (i) with Outbrain’s prior written consent or (ii) to the extent that Outbrain is in material breach of certain obligations under the Stockholders Agreement and fails to cure such breach within 10 business days of notice. As a result, for so long as Altice Teads and its affiliates hold in the aggregate at least 15% of the total voting power of the outstanding capital stock of Outbrain on an as-converted basis and vote in the same manner as recommended by the Outbrain Board, you will have less influence as a stockholder. For a more complete description of the Stockholders Agreement, please see the section titled “Agreements Related to the Transaction—Stockholders Agreement.”

If the combined company is unable to realize the strategic and financial benefits currently anticipated from the Transaction, Outbrain’s stockholders may experience substantial dilution of their ownership interest without receiving a commensurate benefit. Significant management attention and resources will be required to integrate the Teads business. Delays in this process could adversely affect the combined company’s business, financial results, financial condition and stock price following the Closing. Even if the combined company is able to integrate Teads’ business operations successfully, there can be no assurance that this integration will result in the realization of the full benefits of synergies, innovation and operational efficiencies that may be possible from this integration and that these benefits will be achieved within a reasonable period of time.

If the Transaction is consummated, Outbrain will issue 35 million shares of Common Stock and 10.5 million Series A Preferred Shares to Altice Teads. Prior to Closing, Altice Teads and Outbrain will enter into the Registration Rights Agreement pursuant to which Outbrain will provide customary demand and piggyback registration rights to the holders of the Altice Registrable Securities, which includes, among other things, all shares of Common Stock held by Altice Teads immediately following Closing and all shares of Common Stock issued or issuable upon conversion of the Series A Preferred Shares.

In addition, pursuant to the Stockholders Agreement, Altice Teads will be subject to restrictions on the transfer of the Acquisition Shares. The Stockholders Agreement provides that Altice Teads may not transfer or agree to transfer any shares of Outbrain for a period of three months after the Closing, without the prior written approval of the Outbrain Board, subject to specified exceptions. Following such three-month period, Altice Teads may not transfer or agree to transfer any such shares to the extent that, as a result of such transfer, any person becomes the beneficial owner of 10% or more of the total voting power of Outbrain. For a more complete description of the transfer restrictions, please see the section titled “Agreements Related to the Transaction—Stockholders Agreement.” The issuance of shares of Common Stock could on its own have the effect of depressing the market price for the Common Stock. After the completion of the Transaction, Altice Teads will own approximately 41% of Outbrain’s issued and outstanding shares of Common Stock, or approximately 48% assuming conversion of the Series A Preferred Shares (and based on a conversion price of $10.00 per Series A Preferred Share), based on the amount of issued and outstanding shares of Common Stock as of October 28, 2024. The Series A Preferred Shares will vote together with the Common Stock on an as-converted basis on all matters, and not as a separate class. This concentration of ownership may have a negative impact on the trading price for the Common Stock because investors often perceive disadvantages in owning stock in companies with controlling or major shareholders. In addition, Altice Teads may decide not to hold the large shareholding of Common Stock that it will receive in the Transaction, and may instead decide to reduce its investment in Outbrain. Such sales of Common Stock or the perception that these sales may occur, could have the effect of depressing the market price for the Common Stock. This in turn could impair the combined company’s future ability to raise capital through an offering of equity securities.

The Share Purchase Agreement provides that Outbrain and Altice Teads will enter into the Stockholders Agreement at Closing. Pursuant to the Stockholders Agreement, at Closing, the size of the Outbrain Board will be expanded by two, and two persons designated by Altice Teads (one of which shall be unaffiliated with Altice Teads and shall qualify as an independent director pursuant to the requirements of the Nasdaq Stock Market, subject to certain exceptions) shall be appointed to the Outbrain Board. In addition, subject to maintaining certain beneficial ownership thresholds, Altice Teads shall have an ongoing right to nominate directors to the Outbrain Board (a certain number of which shall be unaffiliated with Altice Teads and shall be independent from the Outbrain Board, subject to certain exceptions).

The Stockholders Agreement also requires that for so long as Altice Teads and its affiliates hold in the aggregate at least 15% of the total voting power of the outstanding capital stock of Outbrain on an as-converted basis, Altice Teads and each of its affiliates shall take such action at each meeting of the stockholders of Outbrain or any class thereof as may be required so that all issued and outstanding shares of Common Stock and Series A Preferred Shares beneficially owned by Altice Teads and/or by any of its affiliates are voted in the same manner as recommended by the Outbrain Board, except (i) with Outbrain’s prior written consent or (ii) to the extent that Outbrain is in material breach of certain obligations under the Stockholders Agreement and fails to cure such breach within 10 business days of notice. As a result, for so long as Altice Teads and its affiliates hold in the aggregate at least 15% of the total voting power of the outstanding capital stock of Outbrain on an as-converted basis and vote in the same manner as recommended by the Outbrain Board, you will have less influence as a stockholder. For a more complete description of the Stockholders Agreement, please see the section titled “Agreements Related to the Transaction—Stockholders Agreement.”

If the Transaction is completed, Altice Teads will receive 35 million shares of Common Stock and 10.5 million Series A Preferred Shares. Following the Closing, Altice Teads will own approximately 41% of Outbrain’s issued and

outstanding shares of Common Stock, or approximately 48% assuming conversion of the Series A Preferred Shares (and based on a conversion price of $10.00 per Series A Preferred Share), based on the amount of issued and outstanding shares of Common Stock as of October 28, 2024. The Series A Preferred Shares will vote together with the Common Stock on an as-converted basis on all matters, and not as a separate class. The voting by Altice Teads and its affiliates may limit the other stockholders’ ability to influence corporate matters, and as a result, actions may be taken that stockholders may not view as beneficial. In addition, the existence of such requirement over a significant portion of Outbrain’s voting power may have the effect of making it more difficult for a third party to acquire, or discourage a third party from seeking to acquire, the combined company.

In addition, at Closing, Outbrain expects that the Outbrain Board will consist of 10 directors, and as a result, designees of Altice Teads are expected to represent 20% of the Outbrain Board. As a result of such representation, Altice Teads-nominated directors may be able to influence decisions by the Outbrain Board, and recommendation by the Outbrain Board on proposals for Outbrain stockholders to vote on. The ability of Altice Teads to nominate directors may adversely affect the trading price of shares of the Common Stock due to investors’ perception that conflicts of interest may exist or arise with respect to the Altice Teads-nominated directors.

Outbrain expects to fund the cash portion of the consideration for the Transaction by incurring up to $750 million of third-party indebtedness. Outbrain’s increased indebtedness following the completion of the Transaction could have adverse consequences, including but not limited to:

In addition, the combined company cannot guarantee that it will be able to generate sufficient cash flow to service and repay this indebtedness, or that it will be able to refinance such indebtedness on favorable terms, or at all. The failure to repay or refinance such indebtedness could have a material adverse effect on the combined company’s business, financial condition, results of operations, cash flows or market price of the Common Stock. If the combined company is unable to service such indebtedness and fund its operations, it may be forced to reduce or delay capital expenditures, seek additional capital, or sell assets. Any such action may not be successful and the combined company may be unable to service such indebtedness and its operations, which could have a material adverse effect on its business, financial condition, results of operations, cash flows or market price of the Common Stock.

Likewise, the agreements that Outbrain expects it will enter into with respect to the indebtedness it will incur to finance the Transaction will contain affirmative and negative covenants that, subject to certain exceptions, will include, among others, limitations on indebtedness, liens, dispositions, investments and mergers. In addition, the New Revolving Credit Facility will require the combined company to maintain a specified financial ratio. The combined company’s ability to comply with these affirmative and negative covenants and maintain the required financial ratio can be affected by events beyond its control. The indebtedness and these negative covenants and financial ratio will also have the effect, among other things, of limiting the combined company’s ability to obtain additional financing, if needed, limiting its flexibility in the conduct of its business and making the combined company more vulnerable to economic downturns and adverse competitive and industry conditions. In addition, a breach of certain affirmative and negative covenants could result in an event of default with respect to the indebtedness, which, if not cured or waived, could result in the indebtedness becoming immediately due and payable and could have a material adverse

effect on the combined company’s business, financial condition or operating results. The terms of the New Revolving Credit Facility have not been finalized and are subject to change based on a variety of factors (including finalization of the documentation for the New Revolving Credit Facility).

Furthermore, under the Share Purchase Agreement the combined company has agreed to pay Altice Teads the Deferred Payment of $25 million. The combined company will make the Deferred Payment; provided that it is permitted to do so without violating the covenants under the debt financing agreements to be entered into by Outbrain in connection with the Transaction (including the New Revolving Credit Facility, the Bridge Facility and/or any Permanent Financing (as defined herein)). If the combined company does not make the Deferred Payment within three years of the Closing, then the outstanding amount will be increased by an amount equal to 0.5 multiplied by the then-outstanding amount of the Deferred Payment and will begin to accrue interest at a rate of 10% per annum, compounded annually. In the event that the Deferred Payment is not made in full within six years of the Closing, Altice Teads shall have the right to demand payment irrespective of any restrictions under the New Revolving Credit Facility, and failure to pay all outstanding amounts shall be deemed to constitute a default on the payment obligation.

Outbrain expects to fund the cash consideration for the Transaction using the proceeds of long-term financing, which Outbrain currently expects to include the issuance of debt securities. However, there is a risk that market conditions will not be conducive to Outbrain executing this financing plan with respect to the long-term financing, or that the long-term financing will not be available on favorable terms. As a result, Outbrain may need to pursue other options, including borrowings under the Bridge Facility, which may result in less favorable financing terms that could increase costs or adversely affect the operations of Outbrain.

In calculating our interest expense for purposes of the unaudited pro forma combined financial information included in this proxy statement, we have made certain assumptions with respect to the interest rates that would apply to the debt we will incur at the closing of the Transaction. These adjustments are set forth in the section titled “Unaudited Pro Forma Condensed Combined Financial Statements.” The actual interest rates on the debt we will incur at the closing of the Transaction may differ materially from the assumed interest rates we have used in preparing the unaudited pro forma combined financial information, based on a number of factors, including market conditions at the time of borrowing, the financing terms that we are able to obtain, fluctuations in interest rates and/or variability in actual amounts drawn on financing facilities.

The trading market for the Common Stock will be influenced by the research and reports that equity research analysts publish about it and its business. The combined company will not have any control over equity research analysts, or the content and opinions included in their reports. The price of the Common Stock could decline if one or more equity research analysts downgrade its stock or issue other unfavorable commentary or research.

For risks related to the business of Outbrain, please refer to the sections entitled “Item 1A. Risk Factors” set forth in Outbrain’s Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024, and in Outbrain’s Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 8, 2024, which may be updated or supplemented in Outbrain’s subsequently filed Current Reports on Form 8-K, and in other documents incorporated by reference into this proxy statement.

To sustain or increase its revenue, Teads must regularly add new customers (agencies and advertisers) and encourage existing customers to maintain or increase the amount of advertising spend placed through Teads’ platform. If competitors introduce lower cost or differentiated offerings that compete with or are perceived to compete with Teads’ offerings, Teads’ ability to grow its business with new or existing customers could be impaired. It is possible that Teads may reach a point of saturation at which it cannot continue to grow its revenue because of internal limits that advertisers may place on the allocation of their advertising budgets to digital media to a particular provider. Teads’ customers typically have relationships with different providers and there is limited cost to moving budgets to its competitors. As a result, Teads may have limited visibility as to its future revenue streams. Teads cannot assure that its customers or publishers will continue to use its platform or that it will be able to replace, in a timely or effective manner, departing customers with new customers or publishers that generate comparable revenue.

On the supply side, Teads is subject to the economic health and evolving business strategies of its publisher partners. Teads depends upon publishers to provide advertising space that Teads can then offer to existing and prospective advertisers and agencies. A decline in Teads’ retention of its top 500 publishers (its “Publisher Retention Rate”) could have a material adverse effect on Teads’ ability to grow its revenues and execute on its strategy. If Teads fails to provide sufficient advertising demand and expected levels of monetization, Teads’ publisher partners may consider renegotiating the terms of its contractual exclusivity or establishing relationships with its competitors. Furthermore, independent publishers struggle to compete with advertising platforms, like Meta and Google (known as the “Walled Gardens”), which has driven some publishers out of business. When independent publishers go out of business, Teads experiences a decrease in its access to premium advertising inventory which may make its services less attractive to agencies and advertisers. Publishers may also opt to transition to a subscription model as an alternative method of providing their content which would not include advertisements, which would also contribute to a decrease in Teads’ access to premium inventory. A decline in the market for programmatic advertising or the failure of that market to grow as expected could also adversely affect Teads’ business, results of operations and financial condition.

The market for Teads’ services is competitive, and Teads expects competition to increase from a number of its existing competitors, including the Walled Gardens such as Google, Meta, ByteDance’s TikTok, Microsoft, X (formerly known as Twitter) and Snap. In addition, increased restrictions imposed by the Walled Gardens relating to data accessibility or new policies with respect to first-party data collection could reduce Teads’ access to critical targeting data, which could have an adverse effect on performance, user insights, and campaign success. Teads also competes against many other Open Internet focused vendors including The Trade Desk, Taboola, TripleLift, Kargo, Seedtag, GumGum, Nexxen and other supply side platforms (“SSPs”) and demand side platforms (“DSPs”). Some of these existing and new competitors have varying levels of financial, human and other resources, technological expertise, operating histories and length of relationships. In addition, the continued digital expansion of the services Teads offers and the markets in which it operates will result in new and different competitors, many of which may have significantly greater market recognition than Teads does in the markets it is entering, as well as increased competition with existing competitors who are also expanding their services to cover digital capabilities. Some advertisers and agencies have their own relationships with publishers or are seeking to establish such relationships, and may choose to buy advertising inventory directly from them rather than leverage all the capabilities of Teads’ platform. If Teads was unable to compete successfully against companies that offer services similar to Teads’ services, this could result in increased customer churn, revenue loss, pressures on recruitment and retention of personnel, service price reductions and increased R&D, marketing and promotional expenses or reduced operating margins which could have a material adverse effect on Teads’ business, results of operations and financial condition.

Teads also faces competitive risks in its relationships with publishers. Although Teads maintains exclusivity with a portion of its publisher partners for mid article video, header bidding opportunities (whereby a publisher may offer ad space to numerous demand sources at once) may lead publishers to exit their exclusive arrangements with Teads. Teads also faces competition from alternative service providers who are able to compete directly with Teads on placements and who can offer revenue guarantees that are competitive with Teads. If Teads’ partnerships with

publishers decline or become nonexclusive, customers may choose to work with Teads’ competitors which could have a material adverse effect on its business, results of operation and financial condition. Further, Teads may in the future face competition from powerful publishers or alliances of publishers that compete directly with it by building their own technology or using a competitive technology to sell outstream videos on their own or in combination with one of Teads’ competitors.

Teads competes for both supply and demand with larger, well-established companies that may have technological advantages stemming from their broader resources and experience in the market. Teads must continue to adapt and improve its technology to compete effectively, and customers have not always embraced Teads’ offerings due to various factors, including switching costs from pre-existing technology integrations, and lack of awareness of Teads’ end-to-end offerings. Over time, certain customers may make technological or financial demands that Teads is unable to meet. These and other factors may make it difficult for Teads to increase its business with its publisher partners and customers, cause some agencies or advertisers to reduce their spending with Teads and increase Teads’ costs of doing business, any of which would have an adverse effect on Teads’ business, results of operations and financial condition.

Many publishers and customers are large, consolidated organizations that may need to acquire other companies in order to grow. Smaller publishers and customers may need to consolidate in order to compete effectively. There is a finite number of large publishers and customers in Teads’ target markets, and any consolidation of publishers or customers may give the resulting enterprises greater bargaining power or result in the loss of publishers and customers that use Teads’ platform, reducing Teads’ potential base of publishers and customers, each of which would lead to erosion of Teads’ revenue.

Teads’ industry is subject to rapid and frequent changes in technology, evolving customer needs and the frequent introduction by its competitors of new and enhanced offerings. Teads must constantly make investment decisions regarding its existing and future offerings and technology to meet customer demand and evolving industry standards. Teads may make wrong decisions regarding these investments. If new or existing competitors have more attractive offerings, Teads may lose customers or customers may decrease their use of its platform. New customer or publisher demands, superior competitive offerings or new industry standards could require Teads to make unanticipated and costly changes to its platform or business model. If Teads fails to adapt to its rapidly changing industry or to evolving customer needs, demand for its platform could decrease and its business, results of operations and financial condition may be adversely affected.

The prices Teads is able to charge for its services are affected by a number of factors, including price competition, Teads’ ability to accurately estimate revenues and profitability from customer engagements, its ability to estimate resources and other costs for long-term pricing and cash flows for long-term contracts, its customers’ perceptions of its ability to add value through its services, introduction of new services or products by Teads or its competitors and general economic and political conditions. Therefore, if Teads is unable to appropriately price its services, there could be a material adverse effect on its business, results of operations and financial condition.

Teads leverages cookies to track user activity on publisher websites for targeting purposes and to measure performance of digital advertising campaigns. Cookies are small text files placed on a consumer’s device when an Internet browser is used, as well as mobile device identifiers, to gather user activity data. Prominent Internet companies have discontinued, or announced intentions to discontinue, the use of third-party cookies and to develop alternative methods and mechanisms for tracking users. The most commonly used Internet browsers also allow users to modify their browser settings to block first-party cookies (placed directly by the media partner or website owner that the user intends to interact with) or third-party cookies, and some browsers block third-party cookies by default. This shift by Internet browsers has largely stemmed from pressure from consumers and regulators in light of user privacy considerations. The decline in the use of cookies limits the ability of advertising technology companies to

track and target users, potentially resulting in advertising campaigns being less effective. Teads’ ability to collect and use data is critical to the value of its business. Although Teads has developed its own cookieless alternatives such as Teads’ Cookieless Translator, there can be no guarantee that advertisers will find Teads’ alternative solutions to be effective, and the perception that Teads’ or other solutions are not effective may cause advertisers to shift more spend away from Open Internet advertising and towards Walled Gardens such as Meta/Facebook and Google, which do not rely as much on cookies and are able to use logged-in user data for targeting and tracking purposes.

There are many technical challenges relating to Teads’ ability to collect, aggregate and associate data, and Teads cannot assure you that it will be able to do so effectively, which may lead to a material adverse effect on Teads’ business, results of operations and financial condition.

Teads’ future success substantially depends on the continued services and performance of the members of its senior management team, and key personnel possessing technical and business capabilities, including industry expertise, that are difficult to replace.

There is competition for experienced senior management and personnel with technical expertise and expertise in the industry in which Teads operates, and Teads may not be able to retain these officers or key personnel. Although Teads has entered into employment and non-competition agreements with the majority of its executive officers, certain terms of those agreements may not be enforceable and in any event these agreements do not ensure the continued service of these executive officers.

In addition, Teads currently does not maintain “key person” insurance covering any member of its management team. The loss of any of Teads’ key personnel, particularly to competitors, could have a material adverse effect on its business, results of operations and financial condition.

The jurisdictions in which Teads operates, as well as its contracts, require Teads to comply with or facilitate its customers’ and partners’ compliance with numerous, complex and sometimes conflicting legal regimes, both domestically and internationally. These laws and regulations relate to a number of aspects of Teads’ business, including anti-corruption, internal and disclosure control obligations, data privacy and protection, wage-and-hour standards, employment and labor relations, trade protections and restrictions, import and export control, tariffs, taxation, sanctions, data, information and transaction processing security, records management, privacy and security practices, data residency, corporate governance, antitrust and competition, personnel and third-party complaints, government affairs and other regulatory requirements affecting trade and investment. Teads’ failure to perform its services in a manner that complies with any such requirements could result in breaches of contracts with its customers. The application of these laws and regulations to Teads’ customers is often unclear and may at times conflict. Further, some regulators have considered placing limits or bans on outstream videos due to bandwidth and energy consumption concerns. Such limits or bans could have an adverse effect on Teads’ business, results of operations and financial condition. The global nature of Teads’ operations increases the difficulty of compliance. For example, in many foreign countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by regulations applicable to Teads or its customers, including the U.S. Foreign Corrupt Practices Act. Teads cannot provide assurance that its customers will not take actions in violation of its internal policies or U.S. or other laws or regulations. However, Teads has not been subject to such lawsuits to date.

Compliance with these laws and regulations may involve significant costs, consume significant time and resources or require changes in Teads’ business practices that result in reduced revenue and profitability. Teads may also face burdensome and expensive governmental investigations or enforcement actions regarding its compliance. Non-compliance could also result in penalties, fines, damages, criminal sanctions against Teads, its officers or its other

personnel, prohibitions on the conduct of its business, damage to its reputation, restrictions on its ability to process information, allegations by customers that it has not performed its contractual obligations or other unintended consequences, any of which could have an adverse effect on Teads’ business, results of operations and financial condition.

In addition, Teads is required under various laws to obtain and maintain accreditations, permits and/or licenses for the conduct of its business in all jurisdictions in which it has operations and, in some cases, where its customers receive its products and services. If Teads does not maintain its accreditations, licenses or other qualifications to provide its products and services or if Teads does not adapt to changes in legislation or regulation, it may have to cease operations in the relevant jurisdictions and may not be able to provide services to existing customers or be able to attract new customers. Any failure by Teads to comply with applicable legal and regulatory requirements could have a material adverse effect on its reputation, as well as its business, results of operations and financial condition.

In order to provide Teads’ products and services, Teads receives, stores and processes data about, or related to, its customers, publisher partners, personnel and services providers, and so is subject to a variety of data privacy laws and regulations as well as contractual obligations, which may include obligations to conform to industry standards.

The regulatory framework for data privacy issues worldwide is currently evolving and is likely to remain uncertain for the foreseeable future. Restrictions could be placed upon the collection, storage, management, aggregation and use of personal information, or certain categories thereof, which could result in a material increase in the cost of collecting or otherwise obtaining such data and could limit the ways in which Teads may use or disclose information. In particular, interest-based advertising, or the use of data to draw inferences about a user’s interests and deliver relevant advertising to that user, and similar or related practices (sometimes referred to as behavioral advertising or personalized advertising) have come under increasing scrutiny by legislative, regulatory and self-regulatory bodies in the United States and abroad focused on consumer protection and/or data privacy. Much of this scrutiny has focused on the use of cookies and other technology to collect information about Internet users’ online browsing activity on web browsers, mobile devices and other devices, to associate such data with user or device identifiers or de-identified identities across devices and channels. Because Teads, and its customers and publishers, rely upon large volumes of such data collected primarily through cookies and similar technologies, it is possible that these legislative and regulatory efforts may have a substantial and adverse impact on Teads’ ability to collect and use data from Internet users, which could have an adverse effect on its business, results of operations and financial condition.

The U.S. federal government and various state and foreign governments have adopted or proposed limitations and restrictions on the collection, distribution, use and storage of data relating to individuals, including the use of such data for marketing, advertising and other communications with individuals and businesses. In the United States, various laws and regulations apply to the collection, processing, disclosure and security of certain types of data. Additionally, the Federal Trade Commission and many state attorneys general have interpreted federal and state consumer protection laws as imposing standards for the online collection, use, dissemination, and security of data. If Teads fails to comply with any such laws or regulations, it may be subject to enforcement actions that may not only expose it to litigation, fines and civil and/or criminal penalties, but also require it to change its business practices as well, each of which would have an adverse effect on its business, results of operations and financial condition. Additionally, if Teads faces such enforcement actions or other penalties, it may suffer a reputational risk that could have an adverse effect on its business, results of operations and financial condition.

In the United States, non-sensitive consumer data generally may be used under current rules and regulations, subject to certain restrictions, so long as the consumer does not affirmatively “opt-out” of the collection or use of such data. If an “opt-in” model or other more restrictive regulations were to be adopted in the United States, the cost of data could increase if less data were available as a result. Such increased costs, as well as any increased compliance risks associated with such restrictive regulations, could have an adverse effect on Teads’ business, results of operations and financial condition.

In the United States, the California Consumer Privacy Act (as amended by the California Privacy Rights Act, the “CCPA”) creates individual privacy rights for California residents and increases the privacy and security obligations of businesses handling personal data of such residents. The CCPA has encouraged similar laws in other states across

the United States, such as in Nevada, Virginia, New Hampshire, Illinois and Nebraska. The CCPA, or the issuance of subsequent guidance, including a possible new federal data protection and privacy law, to which Teads would become subject if it were enacted, may require Teads to further modify its data processing practices and policies and to incur substantial costs and expenses in an effort to comply. In addition, decreased availability and increased costs of information as a result of compliance with the CCPA or any other data privacy law or regulation could adversely affect Teads’ ability to meet its customers’ requirements and could have an adverse effect on its business, results of operations and financial condition.

In Europe, the General Data Protection Regulation (the “GDPR”) took effect on May 25, 2018 and applies to products and services that Teads provides in Europe, as well as the processing of personal data of European Union citizens, wherever that processing occurs. The GDPR includes operational requirements for companies that receive or process personal data of residents of the European Union. For example, Teads has been required to offer new controls to users in Europe before processing data for certain aspects of Teads’ offerings. Failure to comply with the GDPR may result in significant penalties for non-compliance of up to the greater of €20 million or 4% of an enterprise’s global annual revenue. In addition to the foregoing, a breach of the GDPR could result in regulatory investigations, reputational damage, orders requiring Teads cease or change the processing of its data, enforcement notices and/or assessment notices (for a compulsory audit).

Further, in the European Union, regulators are increasingly focusing on compliance with requirements in the online behavioral advertising ecosystem, and current national laws that implement the E.U. ePrivacy Directive will be replaced by the EU Regulation on Privacy and Electronic Communications, known as the ePrivacy Regulation, which will significantly increase fines for non-compliance and impose burdensome requirements around obtaining user consent. While the text of the ePrivacy Regulation is still under development, a recent European court decision and regulators’ recent guidance are driving increased attention to cookies and tracking technologies. As regulators start to enforce the strict approach seen in recent guidance and decisions, this could lead to substantial costs, require significant systems changes, limit the effectiveness of Teads’ advertising campaigns, divert the attention of Teads’ technology personnel, increase costs and subject Teads to additional liabilities.

Because the interpretation and application of privacy and data protection laws such as the CCPA and GDPR, and the related regulations and standards, are uncertain, it is possible that these laws, regulations and standards may be interpreted and applied in manners that are, or are asserted to be, inconsistent with Teads’ data management practices or the technological features of Teads’ products and services. As such, Teads could inadvertently fail to comply, or be alleged to have failed to comply, with such laws, and consequently be subject to significant statutory damages and negative publicity associated with class action litigation and/or costs associated with modifying Teads’ products, services and business strategies.

Following the United Kingdom’s departure from the European Union, commonly referred to as “Brexit”, the GDPR data protection obligations continue to apply to the United Kingdom in substantially unvaried form under the so-called “U.K. GDPR”. The U.K. GDPR exists alongside the United Kingdom Data Protection Act 2018 which together implement certain principles and derogations from the GDPR into U.K. law. Under the U.K. GDPR, companies not established in the United Kingdom but which process personal data (i.e., information which is relating to an identified individual or from which an individual is identifiable) in relation to the offering of goods or services to individuals in the United Kingdom, or to monitor such individuals’ behavior, will be subject to the U.K. GDPR and will be required to appoint a data protection representative in the United Kingdom, provided certain exceptions are not met. Otherwise, the requirements of the U.K. GDPR are currently in a substantially similar form to those of the GDPR and, although they might be subject to divergence over time, are likely to lead to similar compliance and operational costs. In addition, Brexit has implications for transfers of personal data between the United Kingdom and the European Economic Area (“EEA”), such transfers however would likely be subject to the EU adequacy decision, and other third-party jurisdictions. The GDPR/U.K. GDPR may increase Teads’ responsibility and liability in relation to personal data that Teads’ process where such processing is subject to the GDPR/U.K. GDPR, and Teads may be required to put in place additional mechanisms to ensure compliance with the GDPR/U.K. GDPR, including as implemented by individual countries.

Teads expects the existing legal complexity and uncertainty regarding international personal data transfers to continue. The GDPR and U.K. GDPR, as well as other statutes and/or regulations concerning privacy and data protection, increase compliance obligations, affect Teads’ collection, processing, retention and transfer of personal data and reporting of personal data security breaches, and provide for increased penalties for non-compliance. As the regulatory guidance and enforcement landscape in relation to data transfers continues to develop, Teads could suffer

additional costs, complaints and/or regulatory investigations or fines, may have to stop using certain tools and vendors or make other operational changes and will be required to implement revised standard contractual clauses for existing intragroup, customer and vendor arrangements within required time frames.

Given that Teads transfers personal data to the United States based on the EU-U.S. Data Privacy Framework (the “DPF”) and the standard contractual clauses issued by the European Commission and the United Kingdom (the “SCCs”), it is specifically exposed to evolving risks around these mechanisms. The Schrems II ruling and subsequent regulatory developments have heightened scrutiny on such transfers, creating potential challenges around the adequacy of SCCs and DPF compliance. These challenges may include the risk of additional regulatory reviews or enforcement actions that could lead to changes in data transfer mechanisms, increased operational costs, or limitations on transatlantic data flows. Furthermore, any invalidation or modification of the SCCs or the DPF by EU or U.K. regulators could require Teads to reassess its data transfer frameworks, potentially necessitating rapid implementation of alternative safeguards, suspension of certain data flows, or modifications to contractual arrangements with customers and vendors.

Other jurisdictions have adopted laws and regulations addressing privacy, data protection, and cybersecurity, many of which share similarities with the GDPR. For example, Law no. 13.709/2018 of Brazil, the Lei Geral de Proteção de Dados Pessoais or “LGPD”, entered into effect on September 18, 2020, authorizing a private right of action for violations. Penalties may include fines of up to 2% of the organization’s revenue in Brazil in the previous year or 50M reais (approximately $9.5 million). The LGPD applies to businesses (both inside and outside Brazil) that process the personal data of users who are located in Brazil. The LGPD provides users with the similar rights as the GDPR regarding their data.

In addition, as part of the European digital strategy, the European Commission has upgraded the rules governing digital services in the European Union with two legislative initiatives: the Digital Services Act and the Digital Markets Act. Any failure to achieve required data protection standards (which are not currently clear when applied to the online advertising ecosystem) may result in lawsuits, regulatory fines or other actions or liability, all of which may have an adverse effect on Teads’ business, results of operations and financial condition.

In addition to those laws and regulations described above, Teads is also subject to other laws and regulations that dictate whether, how and under what circumstances Teads can transfer, process and/or receive certain data that is critical to its operations, including data shared between countries or regions in which Teads operates and data shared among its products and services.

In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to Teads or its customers or publishers. Teads and its subsidiaries are members of self-regulatory bodies that impose additional requirements related to the collection, use and disclosure of consumer data. Under the requirements of these self-regulatory bodies, in addition to other compliance obligations, Teads is obligated to provide consumers with notice about its use of cookies and other technologies in connection with the collection or use of consumer data for certain purposes, and to provide consumers with certain choices relating to the use of consumer data. Some of these self-regulatory bodies have the ability to discipline members or participants, which could result in fines, penalties and/or public censure imposed on Teads (which could in turn cause reputational harm). Additionally, some of these self-regulatory bodies might refer violations of their requirements to the Federal Trade Commission or other regulatory bodies. If Teads were to be found responsible for such a violation, it could adversely affect Teads’ reputation, as well as its business, results of operations and financial condition.

Any failure or perceived failure by Teads to comply with these laws, regulations, standards and contractual obligations relating to data privacy or data protection could result in governmental investigations or enforcement actions regarding its compliance. For example, in November 2019 the UK’s Information Commissioner’s Office (the “ICO”) initiated a review of Teads’ use of real-time bidding processes, focusing on potential risks to personal data. ICO’s review is ongoing as of the date of this proxy statement. Although Teads believes that its real-time bidding processes comply with applicable laws and has actively cooperated with the ICO’s investigation, if Teads were found to have failed to comply with applicable laws, regulations or contractual obligations relating to data privacy or protection as a result of ICO’s review or any other investigation or enforcement action in the future, Teads could be subject to penalties, fines, damages, criminal sanctions against Teads, its officers or its other personnel, prohibitions

on the conduct of its business, damage to its reputation, restrictions on its ability to process information, allegations by customers that it has not performed its contractual obligations or other unintended consequences, any of which could have an adverse effect on Teads’ business, results of operations and financial condition.

Teads’ business increasingly relies on AI, specifically predictive AI, as well as machine learning and automated decision-making. Unlike generative AI, which creates new content or data, Teads’ core technology focuses on predictive analytics to analyze patterns and trends, enhancing the performance and targeting of digital advertising. The European Union has developed a standalone law to govern the offering and use of AI systems in the European Union (the “AI Act”) which entered into force on August 1, 2024. The AI Act imposes regulatory requirements upon AI system providers, importers, distributors, and deployers, in accordance with the level of risk involved with the AI system (“unacceptable”, “high”, “limited”, and “minimal” risk). General-purpose AI systems have also been made subject to a number of requirements under the AI Act, mostly akin to the requirements that apply to high-risk AI systems. The AI Act will become enforceable in a gradual manner, ranging from 6 to 36 months following adoption and entry into force of the AI Act, depending on the regulatory requirement in question. Non-compliance with the AI Act may result in regulatory fines of up to the higher of 7% of a company’s annual worldwide turnover or €35 million. In parallel, the European Union has proposed revisions to the European Union Product Liability Directive and has introduced a new European Union AI Liability Directive to facilitate claims for damages brought by European Union users of AI systems. As of the date of this proxy statement, the United Kingdom has indicated an intention to develop a sector-specific, principle-centered approach to AI regulation, with the relevant regulators for a particular sector (e.g., the U.K. Financial Conduct Authority and U.K. Prudential Regulation Authority) being responsible for issuing guidance and taking enforcement action. However, since the King’s Speech on July 17, 2024, the new U.K. Government has indicated that it will seek to enact legislation to regulate the most powerful AI models. Teads is assessing, and will continue to assess, the scope of application, impact and risk of these AI developments in the European Union and United Kingdom on its business.

In addition to the foregoing, there have been numerous other laws and bills proposed at the U.S. federal and state level, as well as internationally, aimed at regulating the deployment or provision of AI systems and services. This includes the Colorado AI Act, which is the first U.S. state comprehensive law relating to the development and deployment of certain AI systems. The Colorado AI Act will become effective February 1, 2026, and, like the AI Act, provides for a regulatory risk-based framework. The Colorado AI Act may impel other states to adopt similar legislation, potentially creating a patchwork of state AI laws with which companies must comply absent any omnibus federal regulation. At the U.S. federal level, in October 2023 the Biden Administration issued an Executive Order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence that, among other things, articulates certain standards and guidelines for AI safety and security and directs federal agencies and departments to create additional standards and regulations for the use or oversight of AI.

Other jurisdictions may adopt similar or more restrictive laws and regulations that may restrict or hinder the use of AI technologies. These obligations may make it harder for Teads to use AI in its business, which could make Teads’ products and services less efficient or competitive or result in business disruptions. In addition, failure to comply with such laws and regulations could also result in litigation, which may result in penalties or fines being assessed against Teads. Any of the foregoing could result in damage to Teads’ reputation, loss of customers or publishers, loss of goodwill or lower return on advertising spend for Teads’ customers, which would have an adverse effect on Teads’ business, results of operations and financial condition.

Laws and regulations related to sustainability and environmental, social and governance (“ESG”) issues have become increasingly important for companies in recent years and are subject to rapid and ongoing development. The scope and complexity of these laws and regulations are expanding, and Teads may incur significant costs and diversion of management’s time and attention to comply with them. For example, Teads may face increased regulatory burdens and compliance costs due to the recent introduction of the European Union’s Corporate Sustainability Reporting Directive (“CSRD”) and its implementing laws and regulations. The CSRD requires detailed and stringent reporting on sustainability factors, including ESG practices. Failure to comply with these and

any other new reporting standards introduced in the future could result in penalties, increased scrutiny from regulators and stakeholders and reputational damage. Additionally, adapting Teads’ reporting systems and ensuring compliance with these laws and regulations across its operations and supply chains may require a significant investment of resources and infrastructure.

In addition, changes in environmental laws or regulations in any jurisdiction in which Teads operates could increase Teads’ compliance burden or impose limitations on its operations. For example, the imposition of stricter carbon emission standards for data centers or the other third-party operational infrastructure upon which Teads’ business depends could increase Teads’ cost of revenue. While environmental regulations do not normally impose material direct costs upon Teads’ business, any such changes in laws or regulations or other events affecting the environment, including climate change or unforeseen other events, could result in operational limitations or increased compliance and other costs, which could be material.

Teads’ revenue, cash flow, operating results and other key operating and performance metrics may vary from quarter to quarter due to the seasonal nature of its customers’ spending on advertising campaigns. For example, customers tend to devote more of their advertising budgets to the fourth calendar quarter to coincide with consumer holiday spending. Moreover, advertising inventory in the fourth calendar quarter may be more expensive due to increased demand for advertising inventory. Political advertising could also cause Teads’ revenue to increase during election cycles and decrease during other periods. If Teads’ growth rate declines or seasonal spending becomes more pronounced, seasonality could have a material impact on its revenue, cash flow and operating results from period-to-period.

Additionally, for some strategic publishers, Teads offers a minimum revenue guarantee, typically for a one-year period. In some cases, Teads has under-delivered the demand and as a result has had to true-up the difference between the minimum revenue guaranteed and the revenue generated. Changes in demand, whether seasonal or otherwise, could lead to greater true-ups and adversely affect Teads’ business, results of operations and financial condition.

While Teads has processes and technologies to ensure consistently high-quality advertising, its failure to ensure the advertising that goes through its platform meets the standards of its publisher partners could lead to contract cancellations or other responses by its publisher partners. On Teads’ platform, advertisers can upload their own advertisements, so it is possible that an advertiser could upload content that a publisher deems to be inappropriate for its audience. If Teads’ processes and technologies to prevent this were to fail, its relationships with publishers may suffer, which could adversely affect its business, results of operations and financial condition.

Since Teads S.A. was founded approximately 18 years ago, it has experienced rapid growth and significantly expanded its operations. To manage this growth effectively, Teads must continually evaluate and evolve its organization. Teads must also manage its personnel, operations, finances, technology and development and capital investments efficiently. Teads’ efficiency, productivity and the quality of its platform and customer service may be adversely impacted if it does not train its new personnel, particularly its engineering, sales and support personnel, quickly and effectively, or if it fails to appropriately coordinate across its organization. Additionally, Teads’ rapid growth may place a strain on its resources, infrastructure and ability to maintain the quality of its platform. Failure to manage Teads’ growth effectively could cause its business to suffer and have an adverse effect on its financial condition and operating results.

Teads is an international company with 32 operating subsidiaries around the world with approximately 1,100 employees as of June 30, 2024. Teads expects to continue to expand its international operations, and further expansion may require significant management attention and financial resources and may place burdens on its management, administrative, operational, legal and financial infrastructure. The costs and risks inherent in conducting business internationally include:

As Teads continues to expand its business globally, its success will depend, in large part, on its ability to anticipate and effectively manage these risks. These factors and others could harm its ability to increase international revenues and, consequently, could adversely affect its business, results of operations and financial condition. The expansion of Teads’ existing international operations and entry into additional international markets, including Europe, the Middle East and Africa (“EMEA”), Latin America (“LatAm”) and Asia Pacific (“APAC”), will require significant management attention and financial resources. Teads’ failure to manage these risks successfully could adversely affect its business, results of operations and financial condition.

These risks may impede Teads’ strategy by limiting the countries and regions into which it is able to expand. The impacts of these risks may also only materialize after Teads has begun preparations and made investments to provide services in a new country or region. The exposure to these risks may require Teads to incur additional costs to mitigate the impact of these risks on its business.

Additionally, international trade and political disputes can adversely affect the operations of multinational businesses like Teads by limiting or disrupting trade and business activity between countries or regions. For example, Teads may be required to limit or halt operations, terminate customer relationships or forego profitable customer opportunities in countries which may in the future be subject to sanctions or other restrictions on business activity, whether by U.S. legislation, executive order or otherwise. Some of Teads’ customers may in the future be subject to such sanctions. Additionally, failure to resolve any trade disputes between such countries may also lead to unexpected operating difficulties in certain countries, including enhanced regulatory scrutiny, greater difficulty transferring funds or negative currency impacts.

The functional currency, which is the currency that best reflects the economic environment in which the subsidiaries of Teads operate and conduct their transactions, is separately determined for each of Teads’ subsidiaries and is used to measure their financial position and operating results. As Teads expands its operations to new countries, its exposure to fluctuations in these currencies may increase and Teads may incur expenses in other currencies. There may be fluctuations in currency exchange rates between the U.S. dollar (which is the reporting currency for Teads) and other currencies in which Teads transacts, which may adversely impact its financial results.

In addition to international expansion, the programmatic business (booked in France) increased Teads’ exposure to U.S. dollar. Teads’ financial performance could be adversely affected over time by certain movements in exchange rates, particularly if currencies in which Teads incurs expenses appreciate against the U.S. dollar or if the currencies in which it receives revenues depreciate against the U.S. dollar. No foreign currency hedging was in place in 2022 and 2023.

Furthermore, some of Teads’ operations are conducted in countries where economic growth has slowed or where economies have suffered hyperinflation, such as Argentina. Inflationary pressures may increase operating and capital costs and lead governments to intervene in the economy, including through the implementation of government policies that may have an adverse effect on Teads.

Teads’ business depends on its ability to successfully obtain payment from its customers for work performed and to bill and collect on what are usually relatively short cycles. Teads generates revenue primarily through revenue payments from its customers for advertising spend. Teads invoices agencies, DSPs (“Demand Side Platforms”) and advertisers and collects the full purchase price for the digital ad impressions they purchase. It pays the publishers based on the pricing agreed through online terms and conditions, classic contracts and minimum guarantee contracts. However, in some cases, it is required to pay publishers for digital ad impressions delivered even if it is unable to collect from the advertiser that purchased the digital ad impressions.

Teads evaluates the financial condition of its customers and maintains allowances against receivables. Macroeconomic conditions, such as any domestic or global credit crisis or disruption of the global financial system could result in financial difficulties for its customers, up to and including insolvency or bankruptcy, as well as limit their access to the credit markets and, as a result, could cause customers to delay payments to Teads, request modifications to their payment arrangements that could increase Teads’ receivables balance, or default on their payment obligations to Teads. In the past, certain customers have defaulted on their obligations to Teads, sought to slow their payments to Teads or have been forced into filing for bankruptcy protection (mainly in the United States), resulting in Teads not receiving payment. Teads may experience issues receiving payment from both its DSP customers and performance advertisers, some of which are not as reputable and financially stable as its larger advertising customers and agencies. Thus far, none of the bankruptcies of Teads’ DSP customers have materially impacted it, but if a substantial number of its DSP partners or a large-scale DSP partner were to fail to pay Teads for the products and services it provides, Teads’ business, results of operations and financial condition would be negatively impacted. In addition, Teads is party to certain agreements under which Teads may be responsible for the whole amount of contracted spending, whether or not ultimately paid by the advertiser (though Teads’ contracts generally do not contain such exposure). Teads may experience bad debt in the future, and write-offs for bad debt could have an adverse effect on its business, results of operations and financial condition in the periods in which the

write-offs occur. If Teads’ cash collections are significantly diminished as a result of the foregoing events, its revenue and/or cash flow could be adversely affected, and it may need to use working capital to fund its accounts payable pending collection from the affected advertisers. This may result in additional costs and cause Teads to forgo or defer other more productive uses of that working capital.

Moreover, Teads experiences requests from publishers and advertisers for discounts, fee concessions or revisions, or other forms of consideration, refunds and greater levels of pricing transparency and specificity, in some cases as a condition to maintain their relationships with Teads or to increase the amount of advertising spend that an advertiser sends to Teads’ platform. In addition, Teads offers discounts or other pricing concessions in order to attract more inventory or demand, or to compete effectively with other providers that have different or lower pricing structures or that may be able to undercut Teads’ pricing due to greater scale or other factors. If Teads cannot maintain and grow its revenue and profitability through volume increases that compensate for any price reductions, if Teads is forced to make significant fee concessions or refunds, if customers reduce spending with Teads, or if publishers reduce inventory available through its platform due to pricing issues, Teads’ business, results of operations and financial condition could be adversely affected.

Timely collection of customer balances also depends on Teads’ ability to complete its contractual commitments, including delivering on the service level its customers expect, and bill and collect its contracted revenues. If Teads’ customers are not satisfied with its services or are otherwise unable to meet their contractual requirements, Teads might experience delays in collection of and/or be unable to collect its customer balances, and if this occurs, Teads’ business, results of operations and financial condition could be adversely affected. In addition, if Teads experiences an increase in the time to bill and collect for its services, its cash flows could be adversely affected.

Teads could be sued directly for claims that could be significant, such as claims related to breaches of privacy or network security, infringement of intellectual property rights, violation of wage and hour laws, or systemic discrimination, and its contracts may not fully limit or insulate it from those liabilities. Additionally, in Teads’ contracts with its customers, Teads indemnifies its customers for losses they may incur for Teads’ failure to deliver services pursuant to the terms of service set forth in such service contracts, and a limited number of its service contracts provide for high or unlimited liability for the benefit of its customers related to damages resulting from breaches of privacy or data security in connection with the provision of its services. Although Teads has various insurance coverage plans in place, including coverage for general liability, errors or omissions, property damage or loss and information security and privacy liability, that coverage may not continue to be available on reasonable terms or in sufficient amounts to cover one or more claims. The policies may also have exclusions which would limit Teads’ ability to recover under such policies, the limits under such policies may be insufficient, or insurers may deny coverage following their investigation of a claim. The successful assertion of one or more large claims against Teads that are excluded from its insurance coverage or that exceed available insurance coverage, or changes in Teads’ insurance policies (including premium increases, the imposition of large deductible or co-insurance requirements, changes in terms and conditions or outright cancellation or non-renewal of coverage), could have a material adverse effect on Teads’ business, results of operations and financial condition. Furthermore, the assertion of such claims, whether or not successful, could cause Teads to incur reputational damage, which could have a material adverse effect on its business, results of operations and financial condition.

Teads has implemented and expect to implement a number of internal policies, including a code of ethics and conduct and policies related to security, privacy, respectful behavior in the workplace, anti-bribery and anti-corruption, security, localized labor and employment regulations, health and safety and securities trading in order to promote and enforce ethical conduct and compliance with laws and regulations applicable to it. Compliance with these policies requires awareness and understanding of the policies and any changes therein by the parties to whom they apply. Teads may fail to effectively or timely communicate internal policies or changes therein to its employees, contractors, consultants or other associates, and such persons may otherwise fail to follow its policies for reasons beyond its control. Teads is exposed to the risk that its employees, contractors, consultants or other associates may engage in activity that is unethical, illegal or otherwise contravenes its internal policies or the laws and regulations applicable

to it, whether intentionally, recklessly or negligently. It may not always be possible to identify and deter misconduct, and the precautions Teads takes to detect and prevent this activity may be ineffective in controlling unknown or unmanaged risks or losses or in protecting it from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against Teads, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on its business, including harm to its reputation and the imposition of significant fines or other sanctions, all of which could have a material adverse effect on its customer relationships, business, results of operations and financial condition.

Teads depends upon the sustained and uninterrupted performance of its platform to operate its business. Software bugs, errors, flaws, faulty algorithms, defects, corrupted data, technical or infrastructure problems or system updates could lead to an inability to process data to place advertisements or price inventory effectively, or cause advertisements to display improperly or be placed in proximity to inappropriate content, or any other performance issues, which could adversely affect Teads’ business, results of operations and financial condition. These risks are compounded by the complexity of Teads’ technology and the large amounts of data Teads utilizes. Because Teads’ platform is complex, undetected material defects, errors, flaws and failures may occur. Despite testing, errors or bugs in Teads’ platform may not be found until it is in Teads’ live operating environment. For example, changes to Teads’ solution have in the past caused errors in the measurements of transactions conducted through its platform, resulting in disputes raised by customers. Errors or failures in Teads’ solution, even if caused by the implementation of changes by publishers or partners to their systems, could also result in negative publicity, damage to Teads’ reputation, loss of or delay in market acceptance of Teads’ offerings, increased costs or loss of revenue or loss of competitive position, or otherwise adversely affect Teads’ business, results of operations and financial condition. In such an event, Teads may be required or choose to expend additional resources in an attempt to mitigate any problems resulting from defects, errors and failures in its platform. As a result, defects or errors in its products or services could harm its reputation, result in significant costs to Teads’, impair the ability of publishers to sell and for advertisers to purchase inventory and impair Teads’ ability to fulfill obligations with publishers and other customers. Any significant interruptions could adversely affect Teads’ business, results of operations and financial condition.

While Teads’ employees undergo what Teads believes to be appropriate training, if any person, including any of Teads’ employees, negligently disregards or intentionally breaches controls or procedures with which Teads is responsible for complying with respect to such data or otherwise mismanages or misappropriates that data, or if unauthorized access to or disclosure of data in Teads’ possession or control occurs, Teads could be subject to significant liability to its customers or its customers’ clients for breaching contractual confidentiality and security provisions or for permitting access to personal information subject to privacy laws, as well as liability and penalties in connection with any violation of applicable privacy laws or criminal prosecution. Unauthorized disclosure of sensitive or confidential customer or data of any of Teads’ employees, contractors or suppliers, whether through breach of computer systems, systems failure, negligence, fraud or misappropriation, or otherwise, could damage Teads’ reputation and cause it to lose customers and result in liability to individuals whose information was compromised. Similarly, unauthorized access to or through Teads’ information systems and networks or those Teads develops or manages for its customers and publisher partners, whether by Teads’ employees or third parties, could result in negative publicity, damage to Teads’ reputation, loss of customers or business, class action or other litigation, costly regulatory investigations and other potential liability, any of which could have an adverse effect on Teads’ business, results of operations and financial condition.

Additionally, remote-working solutions could result in heightened confidentiality and security risks on account of services being delivered in a physically unsupervised environment and via computer systems and networks outside of Teads’ control and management and could create additional opportunities for cybercriminals to exploit vulnerabilities. If any person, including any of Teads’ employees, intentionally or inadvertently penetrates Teads’ perimeter or internal network security, computing infrastructure or otherwise mismanages or misappropriates sensitive data, or discloses or distributes any such data in an unauthorized manner, Teads could be subject to significant liability and class action or other lawsuits from Teads’ customers or their clients for breaching contractual confidentiality provisions or privacy laws, or investigations and penalties from regulators. Under some of Teads’ customer contracts, Teads has from time-to-time agreed to pay for the costs of remediation or notice to end users or credit monitoring, as well as other costs.

In addition, certain third parties to whom Teads outsources certain of its services or functions, or with whom Teads interfaces, may store Teads’ information assets or its customers’ confidential information, and are also subject to the risks outlined above. Although Teads generally requires its vendors to hold sufficient liability insurance and provide indemnification for any liability resulting from a vendor’s breach of its obligations (including with respect to confidentiality) under the applicable agreement, a breach or attack affecting such a third party, or any delays in notifying Teads of a breach or attack affecting such third party, Teads’ or such third party’s inability to promptly remedy such a breach or attack could also harm Teads’ reputation, business, results of operations and financial condition, and could subject Teads to liability for damages to its customers and any other impacted individuals. Failure to select third parties that have robust cybersecurity and privacy capabilities may also jeopardize Teads’ ability to attract new customers, who may factor their assessment of risks associated with such third parties in their decisions.

Cyber-attacks penetrating the network security of Teads’ data centers or any unauthorized disclosure or access to confidential information and data of Teads’ customers or their clients could also have a negative impact on Teads’ reputation and customer confidence, which could have a material adverse effect on Teads’ business, results of operations and financial condition. See “—Platform outages or disruptions, including any interruptions due to cyberattacks or to Teads’ failure to maintain adequate security and supporting infrastructure as it scales, could damage its reputation and its business, results of operations and financial condition.”

Teads may be subject to fraudulent or malicious activities undertaken by persons seeking to use its platform for improper purposes. For example, someone may attempt to divert or artificially inflate advertiser purchases through Teads’ platform, or to disrupt or divert the operation of the systems and devices of Teads’ publisher partners and their consumers in order to misappropriate information, generate fraudulent billings or stage cyberattacks or for other illicit purposes. For example, sophisticated bot-nets and other complex forms of click fraud might be used to generate fraudulent impressions and divert advertising revenue from legitimate websites of publishers. Those activities could also introduce malware through Teads’ platform in order to commandeer or gain access to information on consumers’ computers. Teads uses third-party tools and proprietary machine learning algorithms to identify non-human traffic and malware, and it may reduce or terminate relationships with publishers that it finds to be engaging in such activities. Although Teads continually assesses the quality and performance of advertising on publishers’ digital media properties, and relies on its own and third-party tools, as well as the controls of publishers, it may nevertheless be difficult to detect fraudulent or malicious activity. As such, Teads’ platforms and systems may be vulnerable to, and from time to time, experience, unauthorized access, damage or other interruptions. Further, perpetrators of fraudulent impressions and malware frequently change their tactics and may become more sophisticated over time, requiring both Teads and third parties to continually improve processes for assessing the quality of publisher inventory and controlling fraudulent activity. If Teads fails to detect or prevent fraudulent or malicious activity of this sort, its reputation could be damaged, advertisers may contest payment, demand refunds, or fail to give it future business, or Teads could face legal claims from advertisers. Even if Teads is not directly involved in fraud or malicious activity, any sustained failures of others in its industry to adequately detect and prevent fraud could generate the perception that programmatic trading is unsafe and lead its publisher partners to avoid programmatic advertising.

Teads hosts its infrastructure at third-party data centers. Any damage to or failure of Teads’ systems generally would adversely affect its ability to properly allocate resources and timely deliver its products or services, which may prevent it from operating its business. Teads’ business relies on the Internet and, accordingly, depend upon the continuous, reliable, and secure operation of Internet servers, related hardware and software and network infrastructure. While Teads controls and has access to its servers and all of the components of its network that are located in its external data centers, it does not control the operation of these facilities. The owners of Teads’ data center facilities, with whom it may experience problems, have no obligation to renew their agreements with Teads on commercially reasonable terms, or at all. If Teads is unable to renew these agreements on commercially reasonable terms or due to unforeseen circumstances, or if one of its data center operators is acquired, it may be required to

transfer its servers and other infrastructure to new data center facilities, and it may incur significant costs and possible service interruption in connection with doing so. Problems faced by Teads’ third-party data center operations, with the telecommunications network providers with whom Teads or they contract or with the systems by which its telecommunications providers allocate capacity among their customers, including Teads, could adversely affect the experience of publishers. Additionally, improving Teads’ platform’s infrastructure and expanding its capacity in anticipation of growth in new channels and formats, as well as implementing technological enhancements to Teads’ platform to improve its efficiency and cost-effectiveness, are key components of its business strategy, and if its data centers are unable to keep up with its growing needs for capacity, this could have an adverse effect on Teads’ business, results of operations and financial condition.

The occurrence of a pandemic, natural disaster, act of terrorism, power outage, vandalism or sabotage, cyberattack or other unanticipated problems at these facilities could result in interruptions in the availability of Teads’ platform. While Teads has disaster recovery arrangements in place, they have not been tested under actual disasters or similar events and may not effectively permit Teads to continue to provide its products and services in the event of any problems with respect to its data centers. If any of these events were to occur to Teads’ business, its business, results of operations and financial condition could be adversely affected.

As Teads grows its business, it expects to continue to invest in its platform infrastructure, including hardware and software solutions, network services and database technologies, as well as potentially increase its reliance on open source software. Without these improvements, Teads’ operations might suffer from unanticipated system disruptions, slow transaction processing, unreliable service levels, impaired quality or delays in reporting accurate information regarding transactions in its platform, any of which could negatively affect its reputation and ability to attract and retain customers and publishers. The steps Teads takes to enhance the reliability, integrity and security of its platform as it scales are expensive and complex, and poor execution could result in operational failures. In addition, maintaining the security and availability of Teads’ platform, network and internal IT systems and the security of information it holds on behalf of its customers is a critical issue for Teads and its customers. Attacks on Teads’ customers and its own network are frequent and take a variety of forms, including distributed denial-of-service attacks, infrastructure attacks, botnets, malicious file attacks, cross-site scripting, credential abuse, ransomware, bugs, viruses, worms and malicious software programs. Sophisticated cyberattacks on Teads’ platform may remain undetected for an extended period of time, which could seriously harm Teads’ reputation and business. Other types of cyberattacks could harm Teads even if its platform operations are left undisturbed. For example, attacks may be designed to deceive employees into releasing control of their systems to a hacker, while others may aim to introduce computer viruses or malware into Teads’ systems with a view to stealing confidential or proprietary data. Teads has historically been the target of phishing attempts, including fraudulent acts by individuals usurping its identity, and Teads may be the target of such attempts in the future. Teads is also vulnerable to unintentional errors or malicious actions by persons with authorized access to its systems that exceed the scope of their access rights, distribute data erroneously or, unintentionally or intentionally, interfere with the intended operations of its platform. Incidents like this can give rise to a variety of losses and costs, including legal exposure, regulatory fines and damage to brand reputation, amongst others. Although Teads maintains insurance coverage, it may be insufficient to protect it against all losses and costs stemming from security breaches, cyberattacks and other types of unlawful activity, or any resulting disruptions from such events. Outages and disruptions of Teads’ platform, including any caused by cyberattacks, may harm its reputation and its business, results of operations and financial condition.

Teads uses open source software, content and materials (“Open Source Materials”) in connection with a portion of its software and its product and service offerings and Teads expects to continue to use Open Source Materials in the future. Under certain circumstances, some open source licenses require users of the Open Source Materials to provide the user’s own proprietary source code to third parties upon request, to license the user’s own proprietary source code or other materials for the purpose of making derivative works, prohibit users from charging a fee to third parties in connection with the use of the user’s proprietary code, or require the relicensing of the Open Source Materials and derivatives thereof under the terms of the applicable license. While Teads employs practices designed to ensure

compliance with the licenses of third-party Open Source Materials and protect its proprietary source code and content, Teads cannot guarantee that it will be successful, that all Open Source Materials are reviewed prior to use in its products and services, that its developers have not incorporated Open Source Materials into its products or that they will not do so in the future. Accordingly, Teads may face claims from others challenging its use of Open Source Materials or seeking to enforce the license terms applicable to such Open Source Materials, including by demanding public release of the Open Source Materials or derivative works or Teads’ proprietary source code and content that was developed or distributed in connection with such Open Source Materials. Such claims could also require Teads to purchase a commercial license or require Teads to devote additional research and development resources to change its software and content, any of which would have a negative effect on Teads’ business, results of operations and financial condition. In addition, if the license terms for the open source code change, Teads may be forced to re-engineer its software, revise its content or otherwise incur additional costs.

In addition, the use of open source software may entail greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code. To the extent that Teads’ platform depends upon the successful operation of the open source software Teads uses, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of its platform, delay the introduction of new solutions, result in a failure of its platform, and damage Teads’ reputation. For example, undetected errors or defects in open source software could render Teads vulnerable to breaches or security attacks and make its systems more vulnerable to data breaches.

Teads’ exposure to these risks may be increased as a result of evolving its core source code base, introducing new content and offerings, integrating acquired-company technologies, or making other business changes, including in businesses in which Teads does not currently operate or compete. Any of the foregoing could adversely impact the value or enforceability of Teads’ intellectual property, and materially adversely affect its business, results of operations and financial condition.

Teads’ business depends on processing ad impressions in milliseconds, and it must handle an increasingly large volume of such transactions. The addition of potential new solutions, such as header bidding in mobile and the CTV and over-the-top formats, the need to support evolving advertising formats, Teads’ handling, and use, of increasing amounts of data and overall growth in impressions place growing demands upon Teads’ platform infrastructure. If Teads is unable to grow its platform to support substantial increases in the number of transactions and in the amount of data it processes, on a high-performance, cost-effective basis, its business, results of operations and financial condition could be adversely affected. Teads expects to continue to invest in its platform in order to meet these requirements, and that investment may adversely affect its business, results of operations and financial condition.

Teads’ customers’ loyalty and the likelihood that they expand their use of Teads’ products and services, or recommend Teads’ products and services to others, it is dependent upon Teads’ ability to provide a service experience that meets or exceeds their expectations and that is differentiated from Teads’ competitors. Teads believes its focus on customer experience is critical to attracting new customers and retaining and growing its business with its existing customers. If Teads is unable to maintain a consistently high level of service, its customers could change service providers, its revenues and profitability could be negatively impacted and its reputation could suffer.

In addition, Teads believes the corporate sustainability and social purpose activities in which it is involved also assist it in attracting and retaining customers and personnel. These activities in which Teads is involved are important to Teads and are a part of its culture and, Teads believes, a differentiating factor for customers in choosing to work with it. If Teads is unable to meet or exceed the evolving expectations of its customers in these areas or implement high-quality corporate sustainability and social purpose activities on a timely basis, and effectively communicate them to its customers, its reputation may suffer, which may negatively impact its ability to attract new and retain

existing customers. Teads’ corporate sustainability and social purpose activities are also important to recruiting and retaining its personnel, and Teads’ failure to meet or exceed the evolving expectations of its personnel in these areas could have adverse impacts on its ability to attract and retain talent upon which its product and service offerings depend.

Although Teads strives to implement a customer-first culture, any failure to maintain a consistently high level of customer service, or a market perception that it does not maintain high-quality customer service, or a failure to communicate effectively or meet its customers’ and personnel’s expectations about its corporate sustainability and social purposes initiatives, could adversely affect its ability to attract new customers and retain existing customers, and increase attrition and other costs associated with retaining talent, all of which could have a material adverse effect on its business, results of operations and financial condition.

Teads’ customers generally provide estimates of how much they will spend on advertising with it, but they do not usually commit contractually to a specific spend amount, which is typical practice in the digital advertising industry. Though Teads believes that it has a strong revenue forecasting system, there are times when sudden terminations or unforeseen reductions in spend occur due to reasons beyond its control, including sudden changes in a customer’s campaign needs or financial situations unrelated to its relationship with the customer. If Teads is unable to effectively forecast revenue, it may not be able to make the best decisions with respect to investment and management, which could have a material adverse effect on its business, results of operations and financial condition.

In preparing its financial statements, Teads makes certain assumptions, judgments and estimates that affect amounts reported in its consolidated financial statements, which, if not accurate, may significantly impact its financial results. Teads makes assumptions, judgments and estimates for a number of items, including those listed in “Note 2.17 – Critical accounting judgements and key sources of estimation uncertainty” in the consolidated financial statements of Teads. These assumptions, judgments and estimates are drawn from historical experience and various other factors that Teads believes are reasonable under the circumstances as at the applicable date of its consolidated financial statements. Actual results could differ materially from its estimates, and such differences could significantly impact Teads’ financial results.

Teads’ success depends in part on certain methodologies, practices, tools and technical expertise it utilizes in providing its services. Teads engages in designing, developing, implementing and maintaining applications and other proprietary materials. In order to protect its rights in these various materials, Teads may seek protection under trade secret, patent, copyright and trademark laws. Although Teads has registered trademarks, such registrations are subject to complex rules and regulations and can be challenged by third parties. As such, Teads may not be successful in maintaining its registered trademarks or obtaining trademark registration for those for which it has applied or may in the future apply or may otherwise refrain from seeking to obtain trademark registrations. Further, even in the event Teads is successful in maintaining or obtaining such trademark registrations, such registrations may not be effective in preventing infringement or misappropriation by third parties. If its trademarks and trade names are not adequately protected, then Teads may not be able to build and maintain name recognition in its markets of interest and its business may be adversely affected. Effective trademark protection may not be available or may not be sought in every country in which Teads’ products and services are made available, or in every class of goods and services in which Teads operates, and contractual disputes may affect the use of marks governed by private contract. Teads’ registered or unregistered trademarks, tradenames or other intellectual property rights may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. The occurrence of any of these

events could result in the erosion of Teads’ brands and limit its ability to market its brands using its various domain names and social media handles, as well as impede its ability to effectively compete against competitors with similar technologies or products, any of which could materially adversely affect Teads’ business, results of operations and financial condition.

Teads may be unable to protect its intellectual property and proprietary machine learning algorithms or brand effectively, which may allow competitors to duplicate its technology and products and may adversely affect its ability to compete with them. At the same time, Teads’ competitors may independently develop technology or services that are equivalent or superior to Teads’ own. Given Teads’ international operations, the laws, rules, regulations and treaties in effect in the jurisdictions in which it operates, and the contractual and other protective measures it takes, may not be adequate to protect it from misappropriation or unauthorized use of its intellectual property, or from the risk that such laws could change. Further, the legal systems of certain countries may not favor the enforcement of trademarks, copyrights, trade secrets and other intellectual property protection, which could make it difficult for Teads to stop the infringement, misappropriation or other violation of its intellectual property or marketing of competing products in violation of its intellectual property rights generally.

In addition, Teads cannot be certain that its products and services do not and will not infringe or misappropriate the intellectual property rights of others. Teads has in the past been, and may in the future be, subject to legal disputes and claims, including claims that its systems, processes, marketing, data usage or technologies infringe on the intellectual property rights of third parties. In February 2019, Teads received a notice from a third party alleging that Teads had infringed a patent owned by that third party. Although this matter was settled in June 2019 and did not result in any material or ongoing liability to Teads, if other claims alleging that Teads has infringed the intellectual property rights of others are brought against Teads in the future, Teads may incur significant costs in defending against such claims. Teads could also be required to indemnify its customers if they are sued by a third party for intellectual property infringement arising from materials that Teads has provided to the customers in connection with the provision of its products and services. Teads may not be successful in defending against such intellectual property claims, in which case it could lose valuable property rights, or in obtaining licenses or an agreement to resolve any intellectual property disputes.

From time to time, Teads may introduce new products, product features and services, including in areas in which it currently does not have any offering, which could increase its exposure to patent and other intellectual property claims from competitors and non-practicing entities. Furthermore, intellectual property laws may change over time, and such changes may impair Teads’ ability to maintain, protect or enforce its intellectual property rights. And if Teads cannot develop or license alternative technology for any allegedly infringing aspect of its business, Teads would be forced to limit its products and services and may be unable to compete effectively.

Although Teads tries to ensure that its employees, contractors and consultants do not use the proprietary information or know-how of others in their work for Teads, Teads may be subject to claims that Teads or its employees or consultants have inadvertently or otherwise used or disclosed intellectual property, including trade secrets, software code or other proprietary information, of former personnel or other third parties. Further, while it is Teads’ policy to require its employees, contractors and consultants who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to Teads, Teads may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that Teads regards as its own.

Teads also relies upon unpatented proprietary information and other trade secrets to protect intellectual property that may not be registrable, or that Teads believes is best protected by means that do not require public disclosure. While it is Teads’ policy to enter into confidentiality agreements with employees, contractors, consultants and third parties to protect its proprietary expertise and other trade secrets, Teads cannot guarantee that it has entered into such agreements with each party that has or may have had access to Teads’ proprietary information or trade secrets and, even if entered into, these agreements may otherwise fail to effectively prevent disclosure of proprietary information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by Teads. If any of its confidential or proprietary information, such as trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, Teads’ competitive position would be materially adversely affected.

Despite the measures Teads takes to protect its intellectual property rights, its intellectual property rights may still not be adequate and or adequately protected, challenges to contractual rights could arise, third parties could copy or otherwise obtain and use Teads’ intellectual property without authorization, or laws and interpretations of laws regarding the enforceability of existing intellectual property rights may change over time in a manner that provides less protection. The occurrence of any of these events could impede Teads’ ability to effectively compete against competitors with similar technologies, any of which could materially adversely affect Teads’ business, results of operations and financial condition.

If publishers or customers do not have sufficient rights to the content, technology, data or other material associated with an ad impression that they provide, or if such material infringes or is alleged to infringe the intellectual property rights of third parties, Teads could be subject to claims from those third parties who own or claim ownership of such rights, which could adversely affect its business, results of operations and financial condition. For example, channel partners may aggregate ad impressions across several publishers, and Teads may not be able to verify that these aggregators own or have rights to all of their digital ad impressions. As a result, Teads may face potential liability for copyright, patent, trademark or other intellectual property infringement, or other claims.

Changes in tax laws or administrative policies related to tax in the jurisdictions in which Teads operates may increase Teads’ worldwide effective tax rate, create tax and compliance obligations in jurisdictions in which Teads previously had none and adversely affect Teads’ results of operations and financial condition. In addition, Teads’ ability to repatriate surplus earnings from its operating subsidiaries in a tax-efficient manner is dependent upon interpretations of local laws, bilateral tax treaties and European Union law, as well as possible changes in local laws and European Union law and the renegotiation of existing bilateral tax treaties. Changes to any of these may adversely affect Teads’ overall tax rate, or the cost of its services to its customers, which could have a material adverse effect on Teads’ business, results of operations and financial condition. Among the recent and possible future changes to tax laws that may affect Teads’ business are those relating to the taxation of digital services. In March 2018, the European Commission released a proposal for a European Council directive on taxation of specified digital services. The proposal calls for an interim tax on certain revenues from digital activities, as well as a longer-term regime that creates a taxable presence for digital services and imposes a tax on digital profits. Some jurisdictions have enacted a tax on technology companies that generate revenues from the provision of digital services, including the United Kingdom, France, Spain, Italy and Canada, and a number of other jurisdictions are considering enacting similar digital tax regimes.

The Council of the European Union (“EU”) adopted two Anti-Tax Avoidance Directives (Council Directive (EU) 2016/1164 of July 12, 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market (“ATAD I”) and Council Directive (EU) 2017/952 of May 29, 2017 amending ATAD I as regards hybrid mismatches with third countries (“ATAD II”)) that address many of the above-mentioned issues. The measures included in ATAD I and ATAD II have been implemented into Luxembourg domestic law by the law of December 21, 2018 (the “ATAD I Law”) and the law of December 20, 2019 (the “ATAD II Law”). Most of the measures have been applicable since January 1, 2019 and January 1, 2020, respectively, while the reverse hybrid rules have been applicable as from tax year 2022.

In addition, the Organisation for Economic Co-operation and Development, as part of its Base Erosion and Profit Shifting (“BEPS”) Project, has issued recommendations intended to provide governments new taxing rights over the digital economy and specific digital services (“Pillar One”), as well as the implementation of a global minimum tax (“Pillar Two”). A number of countries in which Teads has operations are required to, or voluntarily plan to, implement Pillar Two taxes for tax years beginning on or after January 1, 2024. The Luxembourg law of 22 December 2023 implements Directive 2022/2523 by providing for an income inclusion rule (“IIR”), an undertaxed profit rule (“UTPR”) and a qualified domestic minimum top-up tax rule (“QDMTT”). Most provisions will apply to tax years starting on or after December 31, 2023. The provisions on UTPR will in principle apply to tax structures starting on or after December 31, 2024.

Following the adoption of the Luxembourg law of March 25, 2020, as amended from time to time (the “DAC 6 Law”) implementing Council Directive (EU) 2018/822 of May 25, 2018 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements (“DAC 6”), certain intermediaries and, in certain cases, taxpayers have to report to the Luxembourg tax authorities within a specific timeframe certain information on reportable cross-border arrangements.

A reportable cross-border arrangement covers any cross-border arrangement that is linked to one or more of certain types of taxes, and contains at least one hallmark (i.e., a characteristic or feature that presents an indication of a potential risk of tax avoidance) as set out in the DAC 6 Law. A cross-border arrangement will only fall within the scope of the DAC 6 Law if one of the following triggering events occurs: the arrangement is made available, or is ready for implementation, or the first step of the implementation of the arrangement is taken; or aid, assistance or advice is provided with respect to designing, marketing, organising, making available for implementation or managing the implementation of a reportable cross-border arrangement. The reported information will be automatically exchanged by the Luxembourg tax authorities with the competent authorities of all other EU Member States. Failure to provide the necessary information under DAC 6 may result in the application of fines or penalties in the relevant EU jurisdiction(s) involved in the cross-border arrangement at stake. Under the DAC 6 Law, late reporting, incomplete or inaccurate reporting, or non-reporting may be subject to a fine of up to EUR 250,000.

Although Teads is continually assessing the impact of changes in tax laws and regulations, future developments related to some or all of the foregoing proposals could have an adverse impact on Teads’ effective tax rate and/or affect its business by increasing Teads’ future tax obligations.

This proxy statement and the documents incorporated herein by reference contain forward-looking statements within the meaning of the U.S. federal securities laws and the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. These statements are based on current expectations, estimates, forecasts and projections about the industries in which Outbrain and Teads operate, and beliefs and assumptions of Outbrain’s management. Forward-looking statements may include, without limitation, statements regarding possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives, expected synergies and statements of a general economic or industry-specific nature. You can generally identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “foresee,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions, or are not statements of historical fact.

The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including, but not limited to:

Accordingly, you should not rely upon forward-looking statements as an indication of future performance. Outbrain cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or will occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this proxy statement relate only to events as of the date on which the statements are made. Outbrain and the combined company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. Outbrain undertakes no obligation, and does not assume any obligation, to update any forward-looking statements, whether as a result of new information, future events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events or otherwise, except as required by law.

The special meeting will be held on December 5, 2024, at 9:00 a.m., Eastern Time, unless postponed or adjourned to a later date. The special meeting will be held in a virtual-only meeting format. The special meeting can be accessed via a live audio webcast by visiting www.virtualshareholdermeeting.com/OB2024SM where you will be able to vote your shares and submit questions during the special meeting webcast by logging in to the website listed above using the 16-digit control number included in your proxy card. Online check-in will begin at 8:45 a.m., Eastern Time, and Outbrain encourages you to allow ample time for the online check-in procedures. Please note that you will not be able to attend the special meeting in person. A stockholder who does not have a control number may log in to the virtual meeting as a guest but will not have the option to vote or to ask questions.

At the special meeting, Outbrain’s stockholders will be asked to consider and vote on the following matters:

After careful consideration, the Outbrain Board has, among other things, unanimously (i) determined that the Share Purchase Agreement and the transactions contemplated thereby, including the issuance of the Acquisition Shares, are advisable, fair to, and in the best interests of Outbrain and its stockholders; (ii) adopted and approved the Share Purchase Agreement and the execution, delivery and performance by Outbrain of the Share Purchase Agreement and the transactions contemplated thereby, including the issuance of the Acquisition Shares and (iii) resolved that, subject to the terms and conditions of the Share Purchase Agreement, the Share Issuance Proposal and such other matters as may be necessary or desirable, to facilitate the consummation of the Transaction shall be submitted to a vote at a meeting of the Outbrain stockholders with the recommendation of the Outbrain Board to approve such matters.

For a discussion of the material factors considered by the Outbrain Board in reaching its determinations and recommendations, please see the section titled “The Transaction—Recommendation of the Outbrain Board; Outbrain’s Reasons for the Transaction.”

Only holders of record of Common Stock as of the close of business on the record date, October 31, 2024, are entitled to notice of, and to vote at, the special meeting. There were approximately 123 holders of record of Common Stock as of the close of business on the record date. As of the close of business on the record date, 49,649,359 shares of Common Stock were issued and outstanding. Each share of Common Stock entitles the holder thereof to one vote on each matter submitted for stockholder approval.

As of October 28, 2024, Outbrain’s executive officers and directors beneficially owned in the aggregate 22.6% of the issued and outstanding shares of Common Stock. We currently expect that each of these individuals will vote all of his or her shares of Common Stock “FOR” each of the proposals to be presented at the special meeting.

In considering the recommendations of the Outbrain Board that the Outbrain stockholders vote to approve the Share Issuance Proposal, Outbrain stockholders should be aware that Outbrain’s directors and executive officers may have certain interests in the Transaction that may be different from, or in addition to, the interests of Outbrain stockholders generally. For more information, please see the section titled “The Transaction—Interests of the Outbrain Directors and Executive Officers in the Transaction.” The Outbrain Board was aware of these interests and considered them when recommending that Outbrain stockholders vote to approve the Share Issuance Proposal.

In addition, as of October 28, 2024, the Supporting Stockholders (one of which is an Outbrain director and the other of which is an affiliate of an Outbrain director) beneficially own in aggregate approximately 20% of the issued and outstanding shares of Common Stock. Pursuant to the Stockholder Support Agreement, the Supporting Stockholders have agreed to be present at the special meeting and vote all their shares of Common Stock in favor of the Share Issuance Proposal and the other transactions and actions contemplated by the Share Purchase Agreement. For more information about the Stockholder Support Agreement, please see the section titled “Agreements Related to the Transaction—Stockholder Support Agreement.”

The proxy accompanying this proxy statement is solicited on behalf of the Outbrain Board for use at the special meeting. Only holders of record of Common Stock as of the close of business on the record date will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof.

Your vote is important. Outbrain expects that many Outbrain stockholders will not attend the special meeting, and instead will be represented by proxy. Most Outbrain stockholders have a choice of submitting a proxy to vote their shares via the internet by following the instructions posted at www.proxyvote.com, by using the toll-free telephone number, or by returning a completed proxy card or voting instruction form. Please check your proxy card or the information forwarded by your bank, broker or other nominee to see which options are available to you. These internet and telephone procedures have been designed to authenticate Outbrain stockholders, to allow you to vote your shares and to confirm that your instructions have been properly recorded.

If you are a stockholder of record and your shares are registered directly in your name, you may revoke your proxy at any time before it is voted at the special meeting by notifying the Corporate Secretary of Outbrain of such revocation in writing at our principal executive offices, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internet or by telephone, or by voting at the special meeting. Executing your proxy in advance will not limit your right to vote at the special meeting if you decide to attend the special meeting.

If your shares are held in street name, you must contact your bank, broker or other nominee for instructions as to how to change or revoke your vote. Our proxy tabulator, Broadridge Financial Solutions Inc., must receive any proxy that will not be voted by a stockholder at the special meeting by 11:59 p.m., Eastern Time on December 4, 2024. Stockholders whose shares are held in street name will need to obtain their 16-digit control number from their bank, broker or other nominee in order to vote at the special meeting. All shares entitled to vote and represented by properly executed proxies received prior to the special meeting and not revoked will be voted at the special meeting in accordance with your instructions. If you properly submit your proxy card without indicating how to vote your shares on any particular proposal, the shares represented by your proxy will be voted as recommended by the Outbrain Board with respect to that proposal.

A list of Outbrain stockholders of record entitled to vote at the special meeting will be available for examination at our principal executive offices at 111 West 19th Street, New York, NY 10011, during ordinary business hours for a period of 10 days prior to the special meeting.

The presence at the special meeting, in person (virtually) or by proxy, of the holders of at least one third of Outbrain’s issued and outstanding shares of Common Stock entitled to be cast will constitute a quorum for the special meeting. Abstentions will be counted as present and entitled to vote for purposes of determining whether a quorum is present. Your shares will be counted towards the quorum if you submit a valid proxy (or one is submitted on your behalf by your bank, broker or other nominee) or if you attend the special meeting and vote your shares during the special meeting. If there is no quorum, the holders of a majority of shares present in person (virtually) or represented by proxy at the special meeting, or the chairperson of the special meeting, may postpone or adjourn the meeting to another date.

Approval of each of the Share Issuance Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock present at the special meeting in person (virtually) or represented by proxy and entitled to vote thereon. Quorum is required in order for the Share Issuance Proposal to be approved; however, quorum is not required in order for the Adjournment Proposal to be approved.

Proposal No. 1 (the Share Issuance Proposal) is a condition to the consummation of the Transaction. Therefore, the Transaction cannot be completed without the approval of Proposal No. 1. Proposal No. 2 (the Adjournment Proposal) is not a condition to the consummation of the Transaction. Proposal No. 1 is not conditioned on Proposal No. 2 being approved. Outbrain does not intend to call a vote on the Adjournment Proposal if the Share Issuance Proposal is approved at the special meeting.

For purposes of the special meeting, an abstention occurs when an Outbrain stockholder attends the special meeting, in person (virtually) or by proxy, but abstains from voting. An abstention from voting on the Share Issuance Proposal or the Adjournment Proposal will have the same effect as voting against the Share Issuance Proposal or the Adjournment Proposal, as applicable.

The failure of a stockholder to submit a proxy or vote at the special meeting will not be counted or deemed present for purposes of the Share Issuance Proposal or the Adjournment Proposal. All of the proposals in this proxy statement are non-routine matters under applicable stock exchange rules. As a result, since there are no matters in which a broker non-vote may be counted, if you fail to provide your bank, broker or other nominee with any instructions regarding how to vote your shares, your shares will not be considered present at the special meeting, will not be counted for the purposes of determining the presence of a quorum, will not be voted on any of the proposals and will have no effect on the outcome of any of the proposals.

If you are a stockholder of record and your shares are registered directly in your name, you may vote:

If your shares are held in street name, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than from Outbrain. In order to vote, complete and mail the proxy card received from your bank, broker or other nominee to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker. Street name holders may vote online at the special meeting only if they obtain a 16-digit control number from their broker (typically found on their voting instruction form).

You or your authorized proxy may attend the special meeting if you were a registered stockholder or stockholder whose shares are held in street name as of the close of business on the record date. A summary of the information you need to attend the special meeting online is provided below:

We will have technicians ready to assist you with any technical difficulties you may have accessing the special meeting. If you need technical support after you access the meeting site, call the support phone number on the screen. Outbrain recommends that you log in 15 minutes before the special meeting to ensure you are logged in when the special meeting starts.

We are soliciting proxies for the special meeting from its stockholders and we will pay all costs relating to such solicitation. We will also reimburse brokers, custodians, nominees and fiduciaries for reasonable expenses in forwarding proxy materials to stockholder whose shares are held in street name. To the extent that our directors, officers or other employees participate in this solicitation, they will not receive any additional compensation for their participation.

We have retained Sodali & Co to assist in the solicitation of proxies. We estimate that we will pay Sodali & Co a fee of up to $30,000, plus out-of-pocket expenses for its assistance.

Broadridge Financial Solutions, Inc. will tabulate the votes cast at the special meeting.

Subject to certain restrictions contained in the Share Purchase Agreement, the special meeting may be adjourned to allow additional time for obtaining additional proxies. The holders of a majority of shares present in person (virtually) or represented by proxy at the special meeting, or the chairperson of the special meeting, may postpone or adjourn the meeting to another date.

No notice of an adjourned meeting need be given if the time, place, if any, thereof and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the original meeting. If the adjournment is for more than 30 days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

At any adjourned meeting, all proxies will be voted in the same manner as they would have been voted at the original convening of the meeting unless a new record date is established for such adjourned meeting, except for any proxies that have been effectively revoked or withdrawn prior to the adjourned meeting.

If you need assistance with submitting a proxy to vote your shares via the internet, by telephone, or by completing your Outbrain proxy card, or have questions regarding the special meeting, please contact our proxy solicitor:

Sodali & Co

430 Park Avenue, 14th Floor

New York, NY 10022

Stockholders Call Toll-Free: (800) 662-5200

Banks, Brokers, Trustees and Other Nominees Call Collect: (203) 658-9400

Email: OB@investor.sodali.com

Your vote is very important, regardless of the number of shares of Common Stock that you own, and the matters to be considered at the special meeting are of great importance to the stockholders of Outbrain. Accordingly, you are urged to read and carefully consider the information contained in or incorporated by reference into this proxy statement and promptly submit your proxy via the internet or by telephone or complete, date, sign and promptly return the enclosed proxy card in the enclosed postage-paid envelope. If you submit your proxy via the internet or by telephone, you do not need to return the enclosed proxy card.

Please vote your shares via the internet or by telephone, or sign, date and return the enclosed proxy card promptly to ensure that your shares can be represented, even if you otherwise plan to attend the special meeting.

At the special meeting, Outbrain’s stockholders will be asked to approve, for the purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of 35 million shares of Common Stock and 10.5 million Series A Preferred Shares, which are convertible into Common Stock, in connection with the Transaction.

The Common Stock is listed on The Nasdaq Global Select Market, and, as a result, we are subject to Nasdaq Listing Rules. Nasdaq Listing Rule 5635(a) requires stockholder approval prior to the issuance of securities in connection with the acquisition of another company where, due to the present or potential issuance of common stock or securities convertible into or exercisable for common stock, other than a public offering for cash, (i) the common stock has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for common stock; or (ii) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Nasdaq Listing Rule 5635(b) requires stockholder approval when any issuance or potential issuance of securities will result in a change of control of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Nasdaq Listing Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock or voting power of an issuer could constitute a change of control.

Based on the number of shares of Common Stock outstanding as of October 28, 2024, and the intended issuance to Altice Teads of 35 million shares of Common Stock and 10.5 million Series A Preferred Shares at Closing, Outbrain estimates that, immediately following the Closing, Altice Teads will own approximately 41% of the issued and outstanding shares of Common Stock, approximately 48%, assuming conversion of the Series A Preferred Shares (and based on a conversion price of $10.00 per Series A Preferred Share), and will hold approximately 48% of Outbrain’s voting power. This percentage is subject to certain assumptions and may change prior to the Closing, including as a result of future changes in the number of shares of Common Stock outstanding prior to the Closing. As a result, the current stockholders of Outbrain and Altice Teads could own a greater, or lesser, percentage amount of the outstanding shares of Outbrain immediately after the Closing. The Series A Preferred Shares will vote together with the Common Stock on an as-converted basis on all matters, and not as a separate class. For more information on the Series A Preferred Shares, including the conversion provisions, please see the section titled “The Transaction—Certificate of Designation of Series A Preferred Shares.”

Accordingly, Outbrain is seeking stockholder approval of the Share Issuance Proposal.

Assuming quorum is present, the affirmative vote of the holders of a majority of the shares of Common Stock present at the special meeting in person (virtually) or represented by proxy and entitled to vote thereon, is required to approve the Share Issuance Proposal. An abstention from voting on the Share Issuance Proposal will have the same effect as voting against the Share Issuance Proposal. The failure of a stockholder to submit a proxy or vote at the special meeting will have no effect on the outcome of the Share Issuance Proposal.

THE OUTBRAIN BOARD RECOMMENDS THAT OUTBRAIN’S STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 1 TO APPROVE, FOR THE PURPOSES OF COMPLYING WITH NASDAQ LISTING RULE 5635(A) AND (B), THE ISSUANCE OF THE ACQUISITION SHARES IN CONNECTION WITH THE TRANSACTION.

If Outbrain fails to receive a sufficient number of votes to approve the Share Issuance Proposal, Outbrain may propose to postpone or adjourn the special meeting for the purpose of soliciting additional proxies to approve the Share Issuance Proposal. Outbrain currently does not intend to propose a postponement or adjournment of the special meeting if there are sufficient votes to approve the Share Issuance Proposal.

The affirmative vote of the holders of a majority of the shares of Common Stock present at the special meeting in person (virtually) or represented by proxy, and entitled to vote thereon, is required to approve the Adjournment Proposal. An abstention from voting on the Adjournment Proposal will have the same effect as voting against the Adjournment Proposal. The failure of a stockholder to submit a proxy or vote at the special meeting will have no effect on the outcome of the Adjournment Proposal.

THE OUTBRAIN BOARD RECOMMENDS THAT OUTBRAIN’S STOCKHOLDERS VOTE “FOR” PROPOSAL NO. 2 TO POSTPONE OR ADJOURN THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF THE SHARE ISSUANCE PROPOSAL.

This section describes the material aspects of the Transaction. While Outbrain believes that this description covers the material terms of the Transaction, it may not contain all of the information that is important to you. You should carefully read this entire proxy statement for a more complete understanding of the Transaction and the other documents to which you are referred herein. Please see the section titled “Where You Can Find More Information.”

On August 1, 2024, Outbrain entered into a Share Purchase Agreement with Teads and Altice Teads, pursuant to which Outbrain will acquire, directly and via certain of its subsidiaries, all of the issued and outstanding equity interests of Teads from Altice Teads, after which Teads will become a wholly owned subsidiary of Outbrain.

Under the terms of the Share Purchase Agreement, Altice Teads will sell and transfer to Outbrain or one of its subsidiaries all of the equity interests of Teads that are issued and outstanding in exchange for the following consideration to be paid at the closing of the Transaction: (a) a cash payment of $725 million, subject to certain customary adjustments; (b) 35 million newly issued shares of Common Stock and (c) 10.5 million newly issued Series A Preferred Shares. Additionally, Altice Teads will be entitled to the Deferred Payment from Outbrain in an amount equal to $25 million, payable after the closing of the Transaction in one or more installments, to the extent permitted to be paid in compliance with the covenants under the debt financing agreements to be entered into by Outbrain in connection with the Transaction.

Based on the number of shares of Common Stock outstanding as of October 28, 2024, Outbrain estimates that, immediately following the closing of the Transaction, Altice Teads will own approximately 41% of the issued and outstanding shares of Common Stock, or approximately 48%, assuming conversion of the Series A Preferred Shares (and based on a conversion price of $10.00 per Series A Preferred Share). The Series A Preferred Shares will vote together with the Common Stock on an as-converted basis on all matters, and not as a separate class.

The following chronology summarizes the key meetings and events that led to the signing of the Share Purchase Agreement, but it does not purport to summarize every conversation and correspondence among representatives of Outbrain, Teads, Altice Teads and their respective advisors.

Outbrain’s management and the Outbrain Board regularly review the performance, strategy, competitive position, opportunities and prospects of Outbrain in light of the then-current business and economic environments, as well as developments in the industry in which Outbrain operates, and the opportunities and challenges facing participants in the industry. In addition, Outbrain’s management and the Outbrain Board regularly review and evaluate potential partnerships, acquisitions, joint ventures, strategic business combinations and other transactions as part of its ongoing efforts to strengthen Outbrain’s overall business and enhance value for Outbrain’s stockholders. As part of these efforts, and consistent with applicable legal constraints, Outbrain regularly explores commercial relationships with industry participants.

In connection with its ongoing evaluation of the business and economic environments, Outbrain’s management and the Outbrain Board considered the potential value that may arise from a business combination with Teads, in light of the complementary nature of the businesses of the two companies. On this basis, from 2021 through early 2022, representatives of Outbrain, Teads and Teads’ owner, Altice Teads, held several preliminary discussions regarding a potential business combination between Outbrain and Teads. Following discussions on governance, structure and economics, the Outbrain Board determined not to proceed with a transaction at that time.

In October 2023, Outbrain’s management became aware that a process for the sale of Teads may be launched soon. On October 23, 2023, at a meeting of the Outbrain Board, members of Outbrain’s management discussed with the Outbrain Board the rationale for a potential acquisition of Teads, including an assessment of Teads’ valuation and potential synergies between Outbrain and Teads. At that meeting, the Outbrain Board approved the submission of a non-binding indication of interest ahead of the launch of a formal sale process.

On October 25, 2023, Outbrain contacted Altice Teads’ controlling shareholder, Patrick Drahi, to express Outbrain’s preliminary interest in combining with Teads and to suggest a framework for a potential transaction. Mr. Drahi responded that Altice Teads was seeking to conduct a full process that would involve evaluating multiple proposals

rather than negotiating with a single counterparty, and that it was interested in a transaction that would involve a significant cash component. On October 27, 2023, Altice Teads, with the assistance of its and Teads’ financial advisor, Morgan Stanley & Co. LLC (“Morgan Stanley”), invited Outbrain to participate in the sale process for Teads.

On November 18, 2023, Outbrain entered into a confidentiality agreement with Teads. On the same day, Morgan Stanley provided Outbrain with certain materials and due diligence information regarding Teads.

On November 20, 2023, Morgan Stanley sent a process letter to Outbrain regarding the submission of preliminary, non-binding proposals for an acquisition of Teads.

On December 14, 2023, members of Outbrain’s management team and Teads’ management team discussed, among other things, the background and business of their respective companies, as well as the potential strategic and financial benefits of an acquisition of Teads by Outbrain.

Shortly thereafter, after obtaining consent from Morgan Stanley, on behalf of Altice Teads and Teads, Outbrain held exploratory discussions with a number of potential financing sources to examine the possibility of obtaining debt financing to fund an acquisition of Teads. Following these discussions, Outbrain obtained non-binding highly confident letters from two potential financing sources.

On December 17, 2023, the Outbrain Board held a meeting to consider submitting an initial non-binding proposal to acquire Teads. During that meeting, Outbrain’s management presented to the Outbrain Board the findings from its initial due diligence, the strategic rationale for the potential acquisition, potential approaches to valuation and alternatives for financing the acquisition, as well as various risks related to the potential acquisition. The Outbrain Board concluded that it would be in favor of submitting an initial non-binding proposal as presented by Outbrain’s management.

On December 19, 2023, Outbrain submitted to Altice Teads, through Morgan Stanley, an initial non-binding proposal to acquire Teads for either €1.145 billion in cash or a combination of €893 million in cash and 22.1 million shares of Common Stock. Outbrain’s submission indicated that it was subject to obtaining financing and noted that Outbrain had received non-binding highly confident letters from two potential financing sources.

Following Outbrain’s submission on December 19, 2023, Outbrain was informed that it was invited to the next phase of the sale process.

On January 3, 2024, representatives of Outbrain held a conversation with Morgan Stanley, in which Morgan Stanley indicated that although Altice Teads preferred an all-cash transaction, given potential financing limitations with respect to Outbrain’s bid and in light of the size of Outbrain as compared to Teads, Outbrain should focus on the cash-and-stock proposal it had included in its December 19, 2023 proposal.

In mid-January 2024, Outbrain was granted access to additional information regarding Teads, the purpose of which was to allow Outbrain to conduct additional due diligence in order to make an updated proposal.

On January 21, 2024, Morgan Stanley sent a ‘phase two’ process letter to Outbrain, inviting Outbrain to submit a final, non-binding proposal for an acquisition of Teads by February 27, 2024. On January 22, 2024, the members of the respective management teams of Outbrain and Teads, together with representatives of Altice Teads and certain of the parties’ respective advisors, held discussions to further diligence the general, commercial and financial information of both Teads and Outbrain, and to consider and discuss their respective views regarding a potential transaction.

Beginning in late January 2024, and for several months thereafter, Outbrain, with the consent of Morgan Stanley, initiated confidential discussions with various potential financing sources in order to obtain more clarity and certainty with respect to the terms and availability of debt financing for an acquisition of Teads.

At a meeting of the Outbrain Board on January 31, 2024, Outbrain’s then co-Chief Executive Officer and current Chief Executive Officer, David Kostman, presented an overview to the Outbrain Board on the status of the potential acquisition of Teads, including initial business diligence findings and potential financing for the acquisition.

On February 6, 2024, Mr. Kostman had an initial discussion with representatives of Goldman Sachs regarding the potential transaction and to discuss Goldman Sachs’ potential involvement as financial advisor to Outbrain and as a potential financing source in connection with the potential transaction.

On February 8, 2024, Morgan Stanley posted to the virtual data room the auction form of a share purchase agreement, prepared by Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), counsel to Altice Teads, to be used in connection with the proposed acquisition of Teads, and sought comments from interested bidders. In light of the differences between the parties’ positions on transaction valuation and structuring, Outbrain did not at that time engage in a review of such draft agreement.

On February 9, 2024, the members of the respective management teams of Outbrain and Teads met to conduct further diligence on the financial information of both Teads and Outbrain.

On February 14, 2024, Mr. Kostman had discussions with representatives of Goldman Sachs to discuss its initial high-level view on potential financing structures.

On February 22, 2024, Goldman Sachs provided to Outbrain its updated view on potential financing structures.

On February 28, 2024, as part of the agenda during its quarterly meeting, the Outbrain Board held a discussion in which Outbrain’s management presented its views on a potential acquisition of Teads based on the materials reviewed and information discussed during meetings of the respective managements of Outbrain and Teads. In the meeting, Outbrain’s management presented its views on structuring the potential acquisition of Teads. After discussion, the Outbrain Board decided to form an M&A committee of the Outbrain Board (the “M&A Committee”), comprised of Mr. Kostman, Shlomo Dovrat (an independent director and an affiliate of Viola Ventures, a significant shareholder of Outbrain) and Yaffa Krindel (an independent director), to oversee the ongoing negotiations of a possible transaction with Teads.

In early March 2024, representatives of Outbrain and Altice Teads held various discussions regarding the framework for a potential transaction. Outbrain expressed interest in a transaction with a value of $1 billion (consisting of a mix of cash and a convertible preferred stock instrument) compared to Altice Teads’ interest in a transaction with a value of $1.2 billion (consisting of a mix of cash and Common Stock). Despite the significant gap in valuation and form of consideration, Outbrain’s management continued having conversations with representatives of Altice Teads to evaluate whether there was a path to a potential transaction.

In parallel, on March 14, 2024, Outbrain received preliminary financing terms from Goldman Sachs that were subject to customary qualifications and conditions.

On March 19, 2024, in light of the preliminary financing terms received from Goldman Sachs, the M&A Committee held a meeting in which the financial aspects of a potential acquisition of Teads were discussed with Outbrain’s management, including an analysis of the expected impact of debt financing on the balance sheet and future results of the combined company and impact on Outbrain’s ability to service such debt. In addition, the M&A Committee discussed using a convertible equity instrument to fund a portion of the consideration and potential terms for such an instrument.

On March 20, 2024, following discussions with the M&A Committee on the prior day, representatives of Outbrain reached out to representatives of Altice Teads to discuss an acquisition of Teads that included $725 million in cash, 25 million shares of Common Stock and $160 million of a convertible preferred stock instrument (including a summary of the redemption and conversion features of such instrument).

On March 24, 2024, representatives of Altice Teads responded to Outbrain’s proposal with a counter-proposal for consideration of $750 million in up-front cash, $50 million in deferred cash payment, 37.5 million shares of Common Stock and $150 million of a convertible preferred stock instrument, identifying the various proposed features of such instrument including the redemption and conversion features.

On March 27, 2024, the M&A Committee held a meeting in which the M&A Committee and Outbrain’s management discussed the recent negotiations, the likelihood of a potential transaction, and the various risks and uncertainties associated with such a transaction. The M&A Committee determined that negotiations should continue to be held regarding the transaction.

Over the course of the next few days, representatives of Outbrain and Altice Teads progressed with negotiations regarding Outbrain’s potential acquisition of Teads in which the total valuation of Teads would be between $1.05 billion and $1.10 billion, and would consist of $750 million in up-front cash, $50 million of deferred cash payment based on compliance with certain financial covenants, 30 to 37.5 million shares of Common Stock, assuming for such purpose a value of $4 per share, and $130 million to $150 million of a convertible preferred stock bearing an annual coupon of 10%. The terms of the potential transaction also included the appointment of

two representatives of Altice Teads to the Outbrain Board (one of whom would be unaffiliated with Altice Teads), as well as a standstill agreement restricting certain activities by Altice Teads related to control of Outbrain. In parallel to such discussions, representatives of Goldman Sachs verbally conveyed to Outbrain’s management the potential for Outbrain to receive the required financing for the proposed transaction on the terms contemplated by Outbrain, subject to its continued due diligence, review of prospective financial information, internal committee approvals and indications from rating agencies.

On March 30, 2024, Mr. Kostman sent an update to the Outbrain Board describing the recent negotiations with Altice Teads, including with respect to the valuation of Teads, form of consideration and governance terms. Mr. Kostman noted that if the parties were able to come to an agreement and reach an acceptable framework for a potential transaction, then the Outbrain Board would be reconvened to discuss.

On April 7, 2024, Mr. Kostman provided the M&A Committee with an update on the recent negotiations with Altice Teads, including a summary of key economic and governance terms. As part of this update, Mr. Kostman expressed Outbrain’s management’s view that it would be appropriate to continue negotiations with the goal of finalizing a term sheet on terms acceptable to Outbrain, including an exclusivity undertaking by Teads.

On April 8, 2024, Outbrain provided to Mr. Dexter Goei, Special M&A Advisor to the Altice group of companies, a draft non-binding term sheet reflecting the main economic terms that had been discussed between representatives of Outbrain and Altice Teads. This draft term sheet reflected a purchase price of $750 million in up-front cash, $50 million of deferred cash payment, 35 million shares of Common Stock and $130 million in the form of convertible preferred stock, as well as proposed governance provisions. The term sheet also included an exclusivity provision that would limit the ability of Teads and Altice Teads to negotiate with other parties. Over the subsequent two weeks, the draft term sheet was discussed between the parties, and various drafts were exchanged. In the course of these discussions the parties reached a general understanding with respect to the economic terms of the proposed transaction, including the terms that would govern the cash purchase price at closing, adjustment provisions, the deferred cash payment, the terms of the preferred stock to be issued by Outbrain, governance terms relating to board composition, voting rights, transfer restrictions on Altice Teads’ shares of Common Stock and convertible preferred stock, as well as the exclusivity provisions included in the draft term sheet.

On April 13, 2024, the members of the respective management teams of Outbrain and Teads held discussions on Teads’ first quarter 2024 financial results and expectations regarding future performance. The respective management teams met again on April 17 and April 18, 2024, to continue their diligence of the respective businesses.

On April 24, 2024, the Outbrain Board held a meeting to discuss the proposed transaction. During the meeting, the management of Outbrain updated the Outbrain Board on the discussions that took place during the preceding weeks and presented to the Outbrain Board the potential benefits, as well as possible risks, relating to the proposed transaction. Outbrain’s management presented to the Outbrain Board its financial analysis with respect to the proposed transaction, results of initial financial and business due diligence, initial post-transaction integration thoughts, risks relating to the process and the proposed transaction, anticipated required regulatory approvals, as well as a review of the anticipated financing terms and the anticipated cash flow and financial performance of the combined business and Outbrain’s ability to support repayment of the debt to be obtained in connection with the proposed transaction. The Outbrain Board also discussed the proposed transaction, the scope of Outbrain’s and its advisors’ due diligence exercise (including the due diligence conducted to date and the areas that required additional diligence going forward) and other strategic alternatives that may be available to Outbrain, as well as the potential impact of the debt financing to be obtained in connection with the transaction on Outbrain’s results of operations and cash flow. The Outbrain Board expressed the view that, subject to further diligence, business discussions and negotiations, the strategic benefits of the combination could create value for Outbrain’s stockholders. The Outbrain Board also considered the potential dilution to the Outbrain stockholders as a result of the transaction and the proposed governance terms that would ensure that the number of Altice Teads-designated directors would comprise a minority of the Outbrain Board. The Outbrain Board discussed the proposed terms of the debt financing and the outlook on the service and repayment of the debt and the risks involved with the incurrence of such debt and the repayment thereof. The Outbrain Board also discussed the proposed terms of the preferred stock to be issued to Altice Teads in the transaction, and the impact of the preferred stock on dilution, cash analysis and the ability of Outbrain to raise additional financing in the future. In addition, Meitar, Law Offices (“Meitar”), counsel to Outbrain, provided to the Outbrain Board a review of the Outbrain Board’s duties in connection with the transaction, the terms of the proposed term sheet, including the terms of the preferred stock, and anticipated matters that were likely to arise in the continued negotiation of the transaction. During this meeting, the Outbrain Board authorized Outbrain’s

management to proceed with executing the term sheet with Altice Teads that was presented to the Outbrain Board and to continue to engage in due diligence and negotiation of definitive agreements. During this meeting, Outbrain’s management also shared with the Outbrain Board its recommendation to engage Goldman Sachs as Outbrain’s financial advisor in connection with the potential transaction based on Goldman Sachs’s qualifications and expertise, as well as its reputation in investment banking and mergers and acquisitions and its overall familiarity with the business of Outbrain and Teads. Outbrain’s management team subsequently discussed with representatives of Goldman Sachs the financial terms of engagement and engaged Goldman Sachs as its financial advisor in connection with the potential transaction.

On April 26, 2024, Outbrain and Altice Teads executed the term sheet (the “term sheet”), and, as a result of the term sheet, Teads and Altice Teads became subject to exclusivity obligations.

During the course of May and June 2024, Outbrain, together with its advisors from Bryan Cave Leighton Paisner LLP (“BCLP”), PricewaterhouseCoopers (“PwC”) and additional legal, financial, consulting, accounting and other advisors performed legal, business, financial, tax, IP, HR and quality of earnings due diligence with respect to Teads and its various subsidiaries.

On May 7, 2024, Mr. Kostman provided to the Outbrain Board an update on the progress of the due diligence exercise and the discussions relating to the proposed transaction.

On May 24, 2024, Meitar provided to Skadden drafts of the certificate of designation of the preferred stock and the stockholders agreement to be entered into in connection with the proposed transaction. On May 27, 2024, Meitar provided to Skadden a revised version of the share purchase agreement. Thereafter, Meitar and Skadden proceeded in negotiating the terms of the share purchase agreement as well as related agreements, exhibits, disclosure schedules and ancillary documents. In addition to negotiations among counsel, throughout such period, discussions with representatives of Outbrain, on the one hand, and Teads and Altice Teads, on the other hand, took place to discuss issues arising under the draft definitive transaction agreements. In parallel, tax advisors of Outbrain, Teads and Altice Teads proceeded in discussions concerning tax aspects of the proposed transaction, and antitrust counsel of the parties engaged in discussions in order to review the appropriate process required in order to receive the various antitrust approvals.

On May 29 and May 30, 2024, members of management of Outbrain and Teads held meetings to discuss potential approaches to matters of post-closing integration.

On June 4, 2024, Ropes & Gray LLP (“Ropes”), financing counsel to Goldman Sachs, provided draft commitment letters for the debt financing to Cravath, Swaine & Moore LLP, financing counsel to Outbrain (“Cravath”), and, thereafter, they engaged in negotiations with respect to such commitment letters as well as the actions and transactions that would take place in connection with implementing the debt financing. In parallel, business discussions with respect to the terms of the debt financing took place between representatives of Outbrain and Goldman Sachs. In addition, representatives of Outbrain and of Goldman Sachs discussed the potential bond offering or incurrence of term loans pursuant to which the cash consideration of the transaction could be financed. These discussions highlighted the need to engage with select ratings agencies in order to obtain indicative ratings for the proposed debt instrument.

During the week of June 17, 2024, discussions took place between representatives of Outbrain and Goldman Sachs, on the one hand, and Teads and Altice Teads, on the other hand, to evaluate the price of the transaction in light of recent financial results of Teads and Outbrain and results of the diligence process.

On June 24, 2024, a meeting of the Outbrain Board took place, with the participation of representatives of Goldman Sachs and Meitar, in which the proposed transaction was discussed, including with respect to the status of due diligence, recent financial results of Teads and Outbrain, financing sources, price discussions, the main outstanding issues in the negotiation of the share purchase agreement (such as indemnification matters, covenants and closing conditions) and employee retention matters. In this meeting, the Outbrain Board held a discussion on the main conclusions resulting from the various meetings with Teads over the preceding days as well as the information learned and diligence performed on Teads to date and potential synergies between the companies, while also considering the risks and uncertainties that may arise from the potential transaction and the proposed debt financing. After deliberation, the Outbrain Board directed management to seek a reduction to the transaction consideration that had been reflected in the term sheet.

During the week of June 24, 2024, further discussions took place between representatives of Outbrain and Goldman Sachs, on the one hand, and Teads and Altice Teads, on the other hand, to finalize the price of the transaction. During these discussions, the parties agreed in principle, that the up-front cash payment in the transaction should be reduced from $750 million to $725 million and that the deferred cash payment should be reduced from $50 million to $25 million. On June 24, 2024, the parties also agreed to extend the exclusivity period provided for in the term sheet until July 19, 2024. This exclusivity period was subsequently further extended until July 31, 2024.

In addition, during May and June 2024, Outbrain conducted discussions with additional potential financing sources to examine the possibility of them joining the financing by Goldman Sachs or supporting alternative debt structures. Two of these financing sources, Jefferies Finance LLC and Mizuho Bank, Ltd, agreed to provide part of the financing commitment at signing.

In addition, in June 2024, in response to a request by Teads for a support agreement, in which certain stockholders of Outbrain would agree to vote their shares of Common Stock in favor of the proposed transaction, Outbrain approached Viola Ventures and Yaron Galai, the Co-Founder of Outbrain and Chairman of the Outbrain Board, who each indicated they would be willing to enter into a support agreement. On July 12, 2024, Skadden sent to Meitar an initial draft of the support agreement. Over the subsequent weeks, the support agreement was discussed and negotiated in the broader context of the share purchase agreement.

On July 2, 2024, in connection with Outbrain’s efforts to finalize the debt financing, representatives of Outbrain met with rating agencies to discuss Outbrain’s and Teads’ businesses and financial performance, the structure of, and financing for, the potential transaction and the expected business operations of the combined company following the potential transaction.

On July 12, 2024, a meeting of the Outbrain Board took place in which the proposed transaction was discussed. Outbrain’s management provided an update on the negotiations and diligence for the transaction and the anticipated timetable, as well as the discussions on the updated price terms. Outbrain’s management also presented Teads’ latest financial results as well as combined company forecasts and discussed the rating agencies’ meetings in connection with the anticipated bond issuance for the debt financing. Representatives of Goldman Sachs provided a presentation on the deal process, terms of the debt financing and expected terms of the bond issuance, the process of issuing bonds and market perception of Outbrain and the industry. The Outbrain Board discussed the risks and uncertainties around the terms of the proposed debt financing and the anticipated pro forma business results that would support the maintenance and repayment of the debt. Meitar reviewed the duties of the Outbrain Board and provided an update on the main issues that were outstanding in the negotiations of the share purchase agreement, support agreement and other ancillary documents. At this meeting, the Outbrain Board determined that Outbrain’s management should continue negotiating with Teads and Altice Teads.

On July 14, 2024, a meeting of the M&A Committee of the Outbrain Board took place, with the participation of representatives of Meitar and Goldman Sachs, in which the proposed transaction was discussed and considered. In this meeting, Meitar provided a review of the terms of the share purchase agreement, the certificate of designation, the stockholders agreement, the support agreement and the related exhibits and schedules, as well as an analysis of the outstanding issues that had not yet been resolved with respect to such documents. The M&A Committee provided guidance on the resolution of the remaining open issues in the transaction agreements. Outbrain’s management provided a review of the anticipated terms of the indemnification provisions in the share purchase agreement and representations and warranty insurance policy to be obtained by Outbrain in connection with the transaction and the expected timeline for obtaining the insurance. The M&A Committee also considered the various risks and uncertainties that may arise from the potential transaction, the transaction-related agreements and the proposed debt financing.

On July 18, 2024, a meeting of the Outbrain Board took place in which representatives of Goldman Sachs presented to the Outbrain Board an update on the meetings with rating agencies (including the outcome of the meeting with one of the major rating agencies), as well as a preliminary financial analysis of the transaction. In addition, Outbrain’s management presented to the Outbrain Board an analysis of potential transaction synergies, including potential cost and revenue synergies.

On July 18, 2024, Cravath provided to Skadden for its review drafts of the debt commitment letters and, thereafter, they conducted discussions with respect to these commitment letters.

On July 22, 2024, Teads notified Outbrain that it had received an unsolicited proposal from a third party to acquire Teads. At that time, the exclusivity provision under the term sheet continued to be in effect and, under that provision, Teads was required to notify Outbrain of any such proposal. Outbrain, Teads and their respective advisors continued their negotiations of the definitive agreements.

On July 25, 2024, a meeting of the M&A Committee took place in which Outbrain’s management and Meitar presented an update on the status of the negotiations and the outstanding issues that remained unresolved, and a discussion took place concerning the outstanding issues and the fiduciary duties of the Outbrain Board with respect to the proposed transaction, including the ability of the Outbrain Board to change its recommendation with respect to required stockholder approvals. At the request of the M&A Committee, Outbrain’s tax director, along with PwC, provided a review of the anticipated tax aspects of the transaction. The M&A Committee discussed the foregoing matters and provided direction to Outbrain’s management on the outstanding issues.

On July 28, 2024, a conversation between representatives of Outbrain and Altice Teads took place to discuss the main outstanding business and legal issues with respect to the transaction and the related definitive agreements. During the conversation, many of the outstanding issues were resolved, and it was further agreed that the principal amount of Outbrain preferred stock to be issued to Altice Teads in the transaction would be reduced from $130 million to $105 million.

During the week of July 29, 2024, representatives of the parties and their respective legal counsel from Meitar and Skadden met in New York to discuss and finalize the definitive agreements.

On July 29, 2024, a meeting of the Outbrain Board took place with the participation of representatives of Goldman Sachs and Meitar. In the meeting, Outbrain’s management provided an update on the status of the transaction and the competing proposal received by Teads. Representatives of Goldman Sachs provided an update on discussions regarding price and value, and Meitar provided a presentation on the transaction documents and the remaining outstanding issues. Paul, Weiss, Rifkind, Wharton & Garrison LLP, antitrust counsel to Outbrain, provided a description of the anticipated antitrust approval process and possible outcomes. Cravath provided a description of the terms of the debt financing and a discussion took place on the proposed terms, the risks and uncertainties relating to the debt financing and Outbrain’s management’s provided an assessment of the expected performance of the combined business post-closing and Outbrain’s ability to support the debt financing. Representatives of Goldman Sachs provided a description of its financial analysis in connection with its fairness opinion and the information relied upon in preparing the opinion. The Outbrain Board also discussed the various risks and uncertainties that may arise from the potential transaction and the transaction-related agreements. Additionally, among other things, the Outbrain Board discussed the inclusion of termination fee provisions in the share purchase agreement and the amounts thereof that would be payable by Outbrain in certain circumstances, their significance for the transaction, the duties of the Outbrain Board in this respect and the risks and other considerations relating to the inclusion of the termination fee provisions.

On July 30, 2024, the boards of directors of Teads, Altice Teads and Altice International S.à r.l., the parent company of Altice Teads, authorized Altice Teads’ and Teads’ entry into the share purchase agreement and ancillary agreements that Altice Teads or Teads are a party to.

On July 31, 2024, the M&A Committee met with Outbrain’s management and representatives of Goldman Sachs and Meitar and an update was provided on the resolution among the parties during the preceding days’ negotiations of the final outstanding issues. Upon the conclusion of the discussion, the M&A Committee resolved unanimously to recommend to the Outbrain Board to approve the transaction.

Following the meeting of the M&A Committee, on July 31, 2024, the Outbrain Board convened a meeting in which members of Outbrain’s management and representatives of Goldman Sachs and Meitar participated. During this meeting, representatives of Meitar provided a presentation to the Outbrain Board of its fiduciary duties in the context of the proposed business combination. Additionally, representatives of Meitar discussed with the Outbrain Board the proposed terms and conditions of the share purchase agreement and the ancillary agreements, including the previously-identified open points with respect thereto and the resolution thereof. In the meeting, the Outbrain Board and members of Outbrain’s management discussed the projected financial information that had been previously provided to the Outbrain Board. After this discussion, the Outbrain Board approved the use of the projected financial information of Outbrain and Teads by Goldman Sachs and directed Goldman Sachs to use and rely on such projected financial information for purposes of its financial analyses and fairness opinion. Additionally, representatives of Goldman Sachs reviewed with the Outbrain Board Goldman Sachs’s financial analysis of the fairness of the

transaction and rendered an oral opinion, subsequently confirmed in writing by delivery of a written opinion dated August 1, 2024, to the Outbrain Board that, as of such date, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the Total Consideration to be paid by Outbrain for all of the outstanding equity interests of Teads pursuant to the share purchase agreement was fair from a financial point of view to Outbrain. For more information, please see the section titled “The Transaction—Opinion of Outbrain’s Financial Advisor.”

Following careful consideration of the proposed transaction, risks related to the terms and conditions of the share purchase agreement, the prospects of continuing to operate Outbrain in its current form, in addition to the other reasons provided herein to approve the share purchase agreement as well as the countervailing factors described in the section titled “The Transaction—Recommendation of the Outbrain Board; Outbrain’s Reasons for the Transaction,” the Outbrain Board, among other things, unanimously (a) determined that the share purchase agreement and the transactions contemplated thereby were advisable, fair to and in the best interests of Outbrain and its stockholders, (b) approved and authorized the execution, delivery and performance by Outbrain of the share purchase agreement and the transactions contemplated thereby, and the support agreement and other transaction-related agreements, and (c) resolved that, subject to the terms and conditions of the share purchase agreement, the issuance of the Common Stock and the Series A Preferred Shares to Altice Teads as consideration for the transaction would be submitted to a vote at a meeting of the Outbrain stockholders with the recommendation of the Outbrain Board to approve such matter.

Late in the evening of July 31, 2024, and during the early morning of August 1, 2024, the parties and their respective advisors resolved the remaining open issues and finalized the share purchase agreement and the ancillary agreements. Also during the day on July 31, 2024, Cravath and Ropes resolved the remaining open issues in, and finalized, the debt commitment letters.

Prior to the opening of the U.S. stock markets on August 1, 2024, and following the finalization of all transaction documents, Outbrain, Teads and Altice Teads executed and delivered the share purchase agreement, and the relevant stockholders of Outbrain executed and delivered the stockholder support agreements. On August 1, 2024, prior to the opening of the U.S. stock markets, Outbrain issued a press release and presentation materials announcing entry into the share purchase agreement and held an investor conference call regarding the transaction.

Subsequent to signing the share purchase agreement, representatives of Outbrain and Teads and their respective advisors have worked together to, among other things, prepare this proxy statement and make the necessary regulatory filings and otherwise move toward closing the transaction.

At a meeting of the Outbrain Board held on July 31, 2024, the Outbrain Board, among other things, unanimously (i) determined that the Share Purchase Agreement and the transactions contemplated thereby, including the issuance of the Acquisition Shares, are advisable, fair to, and in the best interests of Outbrain and its stockholders; (ii) adopted and approved the Share Purchase Agreement and the execution, delivery and performance by Outbrain of the Share Purchase Agreement and the transactions contemplated thereby, including the issuance of the Acquisition Shares, and (iii) resolved that, subject to the terms and conditions of the Share Purchase Agreement, the Share Issuance Proposal and such other matters as may be necessary or desirable, to facilitate the consummation of the Transaction shall be submitted to a vote at a meeting of the Outbrain stockholders with the recommendation of the Outbrain Board to approve such matters.

The Outbrain Board unanimously recommends that you vote:

In evaluating the Transaction, the Outbrain Board consulted with members of Outbrain’s management and with Outbrain’s outside legal counsel and financial advisor. In reaching its determinations and recommendations, the Outbrain Board considered a number of factors, including the following (not in any order of relative importance), which the Outbrain Board viewed as being generally positive or favorable in coming to its determinations and recommendations:

In the course of its deliberations, the Outbrain Board also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

The foregoing discussion of the information and factors considered by the Outbrain Board is not exhaustive and is meant to include the material factors considered by the Outbrain Board. The Outbrain Board considered all of these factors as a whole, as well as others, and unanimously concluded that they supported a determination to approve the Share Purchase Agreement and the transactions contemplated thereby. In view of the wide variety of factors considered by the Outbrain Board in connection with its evaluation of the Transaction and the complexity of these matters, the Outbrain Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision.

In considering the factors described above and any other factors, individual members of the Outbrain Board may have viewed factors differently or given different weight or merit to different factors. The Outbrain Board based its recommendations on the totality of the information available to it, including discussions with Outbrain’s management team and outside legal and financial advisors.

In considering the recommendations of the Outbrain Board that the Outbrain stockholders vote to approve the Share Issuance Proposal, Outbrain stockholders should be aware that Outbrain’s directors and executive officers may have certain interests in the Transaction that may be different from, or in addition to, the interests of Outbrain stockholders generally. For more information, please see the section titled “The Transaction—Interests of the Outbrain Directors and Executive Officers in the Transaction.” The Outbrain Board was aware of these interests and considered them when recommending that Outbrain stockholders vote to approve the Share Issuance Proposal.

The foregoing discussion of the information and factors considered by the Outbrain Board is forward-looking in nature and should be read in light of the factors described in the section titled “Cautionary Note Concerning Forward-Looking Statements.”

The Closing is expected to take place during the first quarter of 2025, subject to the satisfaction or (to the extent permitted by applicable law) waiver of the certain closing conditions, as described in the section titled “The Share Purchase Agreement—Conditions to Closing.”

Goldman Sachs rendered its oral opinion, subsequently confirmed in writing by delivery of a written opinion dated August 1, 2024, to the Outbrain Board that, as of such date, and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the (i) $725 million in cash, as adjusted pursuant to Section 2.04 of the Share Purchase Agreement, (ii) 35 million shares of Common Stock (iii) 10.5 million Series A Preferred Shares and (iv) deferred cash payment in an amount in cash equal to $25 million, payable after the Closing in one or more installments, on such terms described in the Share Purchase Agreement, to be paid by Outbrain for all of the outstanding equity interests of Teads pursuant to the Share Purchase Agreement, was fair from a financial point of view to Outbrain.

The full text of the written opinion of Goldman Sachs, dated August 1, 2024 which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Outbrain Board in connection with its consideration of the Transaction. Goldman Sachs’ opinion is not a recommendation as to how any holder of Common Stock should vote with respect to the Share Issuance Proposal or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior managements of Outbrain, Teads and Altice Teads regarding their assessment of the strategic rationale for, and the potential benefits of, the Transaction and the past and current business operations, financial condition and future prospects of Teads and Outbrain; reviewed the reported

price and trading activity for the Common Stock; compared certain financial information for Teads and certain financial and stock market information for Outbrain with similar financial and stock market information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the digital advertising, advertising technology and other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with Outbrain’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, Goldman Sachs, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Outbrain’s consent that the Forecasts (as defined herein), the Synergies and the Adjustment Estimates were reasonably prepared on a basis reflecting the best available estimates and judgments of the management of Outbrain. Goldman Sachs also assumed, at Outbrain’s instruction, that the Deferred Payment will have a value of $25 million, and expressed no opinion regarding the timing of such payment or the potential increase of such amount pursuant to the terms of the Share Purchase Agreement. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Teads, Outbrain or any of its subsidiaries and was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any adverse effect on Outbrain or Teads or on the expected benefits of the Transaction in any way meaningful to its analysis. Goldman Sachs also assumed that the Transaction will be consummated on the terms set forth in the Share Purchase Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Outbrain to engage in the Transaction or the relative merits of the Transaction as compared to any strategic alternatives that may be available to Outbrain; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to Outbrain, as of the date of the opinion, of the Total Consideration to be paid by Outbrain for all of the issued and outstanding equity interests of Teads pursuant to the Share Purchase Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Share Purchase Agreement or the Transaction or any term or aspect of any other agreement or instrument contemplated by the Share Purchase Agreement or entered into or amended in connection with the Transaction, including any ongoing obligations of Outbrain or Teads, any allocation of the Total Consideration, any actions required by or consequences of the Pre-Closing Steps or the Pre-Closing Steps Plan (each as defined in the Share Purchase Agreement), the fairness of the Transaction to, or any consideration received in connection therewith by, the holders of any class of securities, creditors, or other constituencies of Outbrain or Teads; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Outbrain, Altice Teads or Teads, or any class of such persons in connection with the Transaction, whether relative to the Total Consideration to be paid by Outbrain for all of the issued and outstanding equity interests of Teads pursuant to the Share Purchase Agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Common Stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Outbrain, Altice Teads, Teads or the Transaction, or as to the impact of the Transaction on the solvency or viability of Outbrain, Altice Teads or Teads or the ability of Outbrain, Altice Teads or Teads to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Outbrain Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 30, 2024 and is not necessarily indicative of current market conditions.

Using the Teads Forecasts Without Synergies and the Teads Forecasts With Synergies (each as defined herein), Goldman Sachs performed an illustrative discounted cash flow analysis on Teads to derive a range of illustrative present enterprise values. Using the mid-year convention for discounting cash flows and discount rates ranging from 11.5% to 13.0%, reflecting estimates of Teads’ weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2024 (i) estimates of unlevered free cash flow for Teads for the second quarter of 2024 through the end of fiscal year 2029, as reflected in the Teads Forecasts Without Synergies and the Teads Forecasts With Synergies and (ii) a range of illustrative terminal values for Teads, which were calculated by applying perpetuity growth rates ranging from 1% to 2%, to a terminal year estimate of the unlevered free cash flow to be generated by Teads, as reflected in the Teads Forecasts Without Synergies and the Teads Forecasts With Synergies (which analysis implied terminal year Adjusted EBITDA exit multiples ranging from 4.8x to 6.1x (based on the Teads Forecasts Without Synergies)) and 5.3x to 6.7x (based on the Teads Forecasts With Synergies). The range of terminal year exit EV / EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, historical trading multiples of certain publicly traded companies, as described below in the section titled “The Transaction—Opinion of Outbrain’s Financial Advisor—Selected Public Company Comparables Analysis.” Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model (“CAPM”), which requires certain company-specific inputs, including Teads’ target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for Teads, as well as certain financial metrics for the United States financial markets generally.

The discounted unlevered cash flow analysis implied intrinsic Teads enterprise values of between $968 million and $1.190 billion (based on the Teads Forecasts Without Synergies) and between $1.533 billion and $1.902 billion (based on the Teads Forecasts With Synergies).

For reference only, Goldman Sachs analyzed certain information relating to the following selected transactions in the digital advertising and advertising technology industries. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s last twelve months (“LTM”) Adjusted EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to Teads, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Teads’ results, market sizes and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV / LTM Adjusted EBITDA multiples of 5.2x to 11.4x to Teads’ LTM Adjusted EBITDA for the period ending March 31, 2024, as provided by the management of Teads and approved for Goldman Sachs’ use by the management of Outbrain, to derive a range of implied enterprise values for Teads of $879 million to $1.908 billion.

For reference only, Goldman Sachs reviewed and compared certain financial information for Teads to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the digital advertising and advertising technology industries, which we refer to in this section of the proxy statement as the “Selected Companies”:

Although none of the Selected Companies is directly comparable to Teads, the Selected Companies included were chosen because they are publicly traded companies in the digital advertising and advertising technology industries with operations that, for purposes of analysis, may be considered similar to certain operations of Teads.

Goldman Sachs also calculated and compared various financial multiples and ratios, in each case based on financial and trading data as of July 30, 2024, information Goldman Sachs obtained from public filings, publicly available Wall Street research and the Teads Forecasts Without Synergies. With respect to the Selected Companies, Goldman Sachs calculated multiples of estimated daily next twelve months’ (“NTM”) enterprise value to Adjusted EBITDA over the two years ending July 30, 2024.

The results of these calculations are summarized as follows:

Using the Outbrain Standalone Forecasts (as defined herein), Goldman Sachs performed an illustrative discounted cash flow analysis on Outbrain on a standalone basis to derive a range of illustrative present values per share of Common Stock. Using the mid-year convention for discounting cash flows and discount rates ranging from 11.5% to 13%, reflecting estimates of Outbrain’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2024 (i) estimates of unlevered free cash flow for Outbrain for the second quarter of 2024 through the end of fiscal year 2029 as reflected in the Outbrain Standalone Forecasts and (ii) a range of illustrative terminal values for Outbrain, which were calculated by applying perpetuity growth rates ranging from 1% to 2%, to a terminal year estimate of the unlevered free cash flow to be generated by Outbrain, as reflected in the Outbrain Standalone Forecasts (which analysis implied terminal year EBITDA exit multiples ranging from 2.9x to 3.7x). The range of terminal year exit EV / EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, historical trading multiples of Outbrain and of certain publicly traded companies. Goldman Sachs derived such discount rates by application of the CAPM, which requires certain company-specific inputs, including Outbrain’s target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for Outbrain, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for Outbrain by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for Outbrain the amount of Outbrain’s total debt and debt-like items and added the amount of Outbrain’s cash and cash

equivalents, in each case, as provided by and approved for Goldman Sachs’ use by the management of Outbrain, to derive a range of illustrative equity values for Outbrain. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Outbrain, as provided by and approved for Goldman Sachs’ use by the management of Outbrain, using the treasury stock method, to derive a range of illustrative present values per share ranging from $4.53 to $5.36.

Using the Outbrain Standalone Forecasts, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share of Common Stock on a standalone basis. For this analysis, Goldman Sachs first calculated the implied enterprise value for Outbrain as of December 31 for each of the fiscal years 2024 through 2026, by applying a range of multiples of illustrative enterprise value to next twelve months’ Outbrain Standalone Adjusted EBITDA (“EV / Outbrain Standalone NTM Adjusted EBITDA”) of 2.5x to 4.5x to estimates of Outbrain’s Standalone Adjusted EBITDA for each of the fiscal years 2024 through 2026. This illustrative range of EV / Outbrain Standalone NTM Adjusted EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, current and historical EV / Outbrain Standalone NTM Adjusted EBITDA multiples and current and historical EV / NTM multiples for certain publicly traded companies.

Goldman Sachs then subtracted the amount of Outbrain’s total debt and debt-like items and added the amount of Outbrain’s cash and cash equivalents for each of the fiscal years 2024 to 2026, each as provided by and approved for Goldman Sachs’ use by the management of Outbrain, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for Outbrain on a standalone basis for each of the fiscal years 2024 to 2026. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of Common Stock on a standalone basis for each of fiscal years 2024 to 2026, calculated using information provided by and approved for Goldman Sachs’ use by the management of Outbrain, to derive a range of implied future values per share of Common Stock (excluding dividends). Goldman Sachs then discounted these implied future equity values per share of Common Stock to March 31, 2024, using an illustrative discount rate of 15%, reflecting an estimate of Outbrain’s standalone cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for Outbrain, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $3.16 to $4.88 per share of Common Stock.

Using the Combined Company Forecasts (as defined herein), Goldman Sachs performed an illustrative discounted cash flow analysis on the combined company to derive a range of illustrative present values per share of Common Stock (“Combined Company Common Stock”). Using the mid-year convention for discounting cash flows and discount rates ranging from 11.5% to 13.0%, reflecting estimates of Outbrain’s weighted average cost of capital, Goldman Sachs discounted to present value as of March 31, 2024 (i) estimates of unlevered free cash flow for the combined company for the second quarter of 2024 through fiscal year 2029 as reflected in the Combined Company Forecasts and (ii) a range of illustrative terminal values for the combined company, which were calculated by applying perpetuity growth rates ranging from 1% to 2%, to a terminal year estimate of the unlevered free cash flow to be generated by the combined company, as reflected in the Combined Company Forecasts (which analysis implied terminal year EBITDA exit multiples ranging from 4.5x to 5.7x). The range of terminal year exit EV / EBITDA multiples was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, historical trading multiples of Outbrain and of certain publicly traded companies. Goldman Sachs derived such discount rates by application of the CAPM, which requires certain company-specific inputs, including Outbrain’s target capital structure weightings, the cost of long-term debt, future applicable marginal cash tax rate and a beta for Outbrain, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the combined company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the combined company the amount of the combined company’s total debt and debt-like items and added the amount of combined company’s cash and cash equivalents, in each case, as provided by and approved for Goldman Sachs’ use by the management of Outbrain, to derive a range of illustrative equity values for the combined

company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Combined Company Common Stock, as provided by and approved for Goldman Sachs’ use by the management of Outbrain, using the treasury stock method, to derive a range of illustrative present values per share ranging from $8.38 to $12.27.

Using the Combined Company Forecasts, Goldman Sachs performed an illustrative analysis of the implied present value of illustrative future values per share of Combined Company Common Stock. For this analysis, Goldman Sachs first calculated the implied enterprise value for the combined company as of December 31 for each of the fiscal years 2024 through 2026, by applying a range of multiples of illustrative enterprise value to NTM combined company Adjusted EBITDA (“EV / Combined Company NTM Adjusted EBITDA”) of 4.25x to 6.25x to estimates of the combined company’s Adjusted EBITDA for each of the fiscal years 2024 through 2026. This illustrative range of EV / Combined Company NTM Adjusted EBITDA multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account, among other things, current and historical EV / Combined Company NTM Adjusted EBITDA multiples for Outbrain and Teads and current and historical EV / NTM multiples for certain publicly traded companies.

Goldman Sachs then subtracted the amount of the combined company’s total debt and debt-like items and the value of the Series A Preferred Shares and added the amount of the combined company’s cash and cash equivalents for each of the fiscal years 2024 to 2026, each as provided by and approved for Goldman Sachs’ use by the management of Outbrain, from the respective implied enterprise values in order to derive a range of illustrative equity values as of December 31 for the combined company for each of the fiscal years 2024 to 2026. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding shares of the Combined Company Common Stock for each of fiscal years 2024 to 2026, calculated using information provided by and approved for Goldman Sachs’ use by the management of Outbrain, to derive a range of implied future values per share of the Combined Company Common Stock (excluding dividends). Goldman Sachs then discounted these implied future equity values per share of Combined Company Common Stock to March 31, 2024, using an illustrative discount rate of 15%, reflecting an estimate of the combined company’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain company-specific inputs, including a beta for Outbrain, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $2.87 to $10.56 per share of Combined Company Common Stock.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Outbrain or Teads or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the Outbrain Board as to the fairness from a financial point of view to Outbrain. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Outbrain, Teads, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The Total Consideration was determined through arm’s-length negotiations between Outbrain and Altice Teads and was approved by the Outbrain Board. Goldman Sachs provided advice to Outbrain during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Outbrain or the Outbrain Board or that any specific amount of consideration constituted the only appropriate consideration for the Transaction.

As described above, Goldman Sachs’ opinion to the Outbrain Board was one of many factors taken into consideration by the Outbrain Board in making its determination to approve the Share Purchase Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Outbrain, Altice Teads and any of their respective affiliates and third parties, including Viola Ventures, a significant shareholder of Outbrain, and Altice International S.à.r.l. (“Altice International”) and affiliates of Patrick Drahi, each a direct or indirect significant shareholder of Teads, and any of their respective affiliates and, as applicable, portfolio companies or any currency or commodity that may be involved in the transactions contemplated by the Share Purchase Agreement. Goldman Sachs acted as financial advisor to Outbrain in connection with, and participated in certain of the negotiations leading to, the Transaction. Goldman Sachs expects to receive fees for its services in connection with the Transaction, including a $10 million transaction fee upon consummation of the Transaction which is subject to a reduction as result of an agreement by Goldman Sachs to credit toward such transaction fee up to $5 million of the fees that Outbrain expects to pay to an affiliate of Goldman Sachs for services as lender under a bridge facility and lead arranger under a bridge take-out offering relating to the financing of the Transaction. Outbrain expects to pay such affiliate of Goldman Sachs a total of approximately $14.5 million in fees for such Transaction financing-related services, of which $5 million would be credited toward such transaction fee. In addition, Outbrain may, in its sole discretion, pay Goldman Sachs an additional transaction fee of up to $2.5 million. An affiliate of Goldman Sachs is party to the Commitment Letter, pursuant to which it agreed to provide financing for the Transaction in the form of the Bridge Facility and to act as administrative agent and provide commitments under the New Revolving Credit Facility, and related fee letters. In addition, an affiliate of Goldman Sachs has been engaged by Outbrain to perform certain services to assist Outbrain in obtaining permanent financing in lieu of the Bridge Facility. Except as described herein, during the two-year period ended August 1, 2024, Goldman Sachs Investment Banking has not been engaged by Outbrain or its affiliates to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs has also provided certain financial advisory and/or underwriting services to Altice International, the parent of Altice Teads, and/or its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as advisor to Altice Financing S.A., an affiliate of Altice International (“Altice Financing S.A”), on the amendment and extension of a term loan in December 2022; as bookrunner on a partial extension of a term loan to Altice USA, Inc. (“Altice USA”), an entity controlled by Patrick Drahi, in December 2022; as lead arranger on the extension of a term loan of Altice France S.A., an entity controlled by Patrick Drahi, in January 2023; as bookrunner for an offering of a term loan by Altice Financing S.A. in September 2023; as bookrunner on the private placement of high yield notes of Altice France S.A. in December 2023; as bookrunner for the refinancing of high yield notes of Altice USA in January 2024; and as bookrunner for an offering of high yield notes of Altice USA in April 2024. During the two-year period ended August 1, 2024, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Altice International and/or its affiliates of approximately $21 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Outbrain, Altice Teads, Viola, Altice International and Patrick Drahi and their respective affiliates and, as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. An affiliate of Goldman Sachs holds a 4.9% direct investment interest in the general partner of Viola. Affiliates of Goldman Sachs also may have co-invested with Viola Ventures and its affiliates from time to time and may have invested in limited partnership units of affiliates of Viola Ventures from time to time and may do so in the future.

The Outbrain Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Transaction. Pursuant to a letter agreement dated July 31, 2024, Outbrain engaged Goldman Sachs to act as its financial advisor in connection with the possible acquisition of all or a portion of the outstanding equity interests of Teads. The engagement letter between Outbrain and Goldman Sachs

provides for fee arrangements as described in the immediately preceding paragraph. In addition, Outbrain has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Outbrain’s management does not as a matter of course publish detailed or long-term financial forecasts or projections as to its future financial performance beyond the then-current fiscal year due to, among other things, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity as to the underlying assumptions and estimates. However, in connection with the evaluation of the Transaction, Outbrain’s management prepared certain unaudited long-term illustrative financial forecasts with respect to Outbrain’s business through the fiscal year ended December 31, 2029 (the “Outbrain Standalone Forecasts”). The Outbrain Standalone Forecasts were prepared by and are the responsibility of Outbrain’s management, and were prepared on a stand-alone basis assuming Outbrain would continue as an independent company without giving effect to the Transaction.

In connection with the Transaction, Outbrain’s management also prepared certain unaudited long-term illustrative financial forecasts with respect to Teads’ business through the fiscal year ended December 31, 2029 (the “Teads Forecasts Without Synergies”). The Teads Forecasts Without Synergies were prepared by Outbrain’s management based on financial information received from Teads, on a stand-alone basis assuming Teads would continue as an independent company without giving effect to the Transaction.

Based on the Teads Forecasts Without Synergies, Outbrain’s management also prepared certain unaudited long-term illustrative financial forecasts with respect to Teads’ business, giving effect to certain estimates by Outbrain’s management of potential cost and revenue synergies anticipated by Outbrain’s management to result from the Transaction, as well as the estimated costs to achieve such synergies, through fiscal year ended December 31, 2029 (the “Teads Forecasts With Synergies”).

Based on the Outbrain Standalone Forecasts and the Teads Forecasts With Synergies, Outbrain’s management also prepared certain unaudited long-term illustrative financial forecasts with respect to the combined company’s business, making certain adjustments to give effect to the Transaction, as described in the section titled “The Transaction—Certain Prospective Financial Information—Combined Company Forecasts” (the “Combined Company Forecasts” and, collectively with the Outbrain Standalone Forecasts, the Teads Forecasts Without Synergies and the Teads Forecasts With Synergies, the “Forecasts”).

The Forecasts were provided to the Outbrain Board in connection with its evaluation of the Transaction and were also provided to Goldman Sachs for its use and reliance, as directed by Outbrain, in connection with the financial analyses that Goldman Sachs performed in connection with its opinion described in the section titled “The Transaction—Opinion of Outbrain’s Financial Advisor.”

The Forecasts were prepared solely for internal use and are subjective in many respects. The Forecasts reflect numerous assumptions and estimates that Outbrain’s management made in good faith at the time such Forecasts were prepared. The Forecasts were based on expectations, estimates, forecasts and projections about the industries in which Outbrain and Teads operate, and beliefs and assumptions of Outbrain’s management. These assumptions and estimates are predictions about the future, concern matters that may be beyond the control of Outbrain and Teads, were made as of the date the Forecasts were prepared, and may not be reflective of actual results, since the date such prospective information was prepared, now or in the future. In addition to the assumptions made, the Forecasts contain subjective judgements, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business development. As a result, actual results may differ materially from those contained in the Forecasts. Important factors that may cause the actual results to differ from the Forecasts include risks and uncertainties relating to Outbrain’s and Teads’ businesses and other factors described in the section titled “Risk Factors” and in the section titled “Cautionary Note Concerning Forward-Looking Statements,” as well as the risk factors relating to Outbrain and the Transaction contained in Outbrain’s most recent filings with the SEC. Accordingly, we cannot assure you that the Forecasts will be realized or that actual results will not be significantly different than the Forecasts.

Further, the Forecasts do not take into account all of the possible financial and other effects on Outbrain or Teads of the Transaction, the effect on Outbrain or Teads of any business or strategic decision or action that has been or will be taken as a result of the Share Purchase Agreement having been executed, the effect of any business or strategic decisions or actions which would likely have been taken if the Share Purchase Agreement had not been executed.

By including a summary of certain of the unaudited financial projections regarding the future operating results of Outbrain, Teads or the combined company and potential synergies from the Transaction in this proxy statement, neither Outbrain nor Teads or any of their advisers or other representatives has made or makes any representation to any person regarding the ultimate performance of Outbrain, Teads or the combined company or that the potential results of Outbrain would not exceed those reflected in the Outbrain Financial Information if the Transaction is not consummated. In addition, the Forecasts cover multiple future years, and such information by its nature is less reliable in predicting each successive year.

The Forecasts were not prepared with a view toward complying with GAAP, IFRS or the published guidelines of the SEC regarding projections and forward-looking statements. No independent registered public accounting firm or other independent auditor has audited, reviewed, examined, compiled or applied any agreed-upon procedures with respect to the Forecasts nor has any independent registered public accounting firm or other independent auditor expressed any opinion or any other form of assurance on such information or its achievability, and both Outbrain’s independent registered public accounting firm and Teads’ independent auditor assume no responsibility for, and disclaim any association with, the Forecasts. In addition, the Forecasts contain certain non-GAAP and non-IFRS financial measures, including Adjusted EBITDA, Revenue ex-TAC, Net Operating Profit After Tax and Unlevered Free Cash Flow, that Outbrain believes are helpful in understanding past financial performance and future results. Non-GAAP and non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP or IFRS, as applicable, and non-GAAP and non-IFRS financial measures used by Outbrain may be different from similar measures calculated by other companies. No reconciliation of non-GAAP and non-IFRS financial measures in the Forecasts to GAAP measures or IFRS measures, as applicable, were created or used in connection with preparing the Forecasts, and there would be inherent difficulty in forecasting and quantifying the measures that would be necessary for such reconciliation.

The Forecasts contain forward-looking statements. For information about forward-looking statements and factors that may cause our future financial results to materially vary, please see the section titled “Cautionary Note Concerning Forward-Looking Statements.”

In light of the foregoing, and considering that the special meeting will be held several months after the Forecasts were prepared, the Forecasts should not be considered a guarantee of future operating results. In addition, Outbrain can give no assurance that, had the Forecasts been prepared either as of the date of this proxy statement or as of the date of the special meeting, similar estimates and assumptions would be used. The Forecasts should not be relied upon as being necessarily indicative of future results or for purposes of making any investment decision. You are cautioned not to place undue reliance on such information. The Forecasts are not included in this proxy statement to induce any stockholder to vote in favor of the Share Issuance Proposal or the Adjournment Proposal.

The following table presents a summary of the Outbrain Standalone Forecasts for each of the fiscal years ended December 31 as listed below:

The following table presents a summary of the Teads Forecasts Without Synergies for each of the fiscal years ended December 31 as listed below:

The Teads Forecasts With Synergies differ from the Teads Forecasts Without Synergies in that it gives effect to certain estimates of revenue and costs synergies, as well as the estimated cost to achieve such synergies. Consequently, the difference in EBIT value for the Teads Forecasts With Synergies as compared to the Teads Forecasts Without Synergies reflects the anticipated value of the estimated revenue and cost synergies, minus the estimated cost to achieve such synergies.

The following table presents a summary of the Teads Forecasts With Synergies for each of the fiscal years ended December 31 as listed below:

Outbrain’s management prepared the Combined Company Forecasts by combining the Outbrain Standalone Forecasts and the Teads Forecasts With Synergies, and making certain adjustments to expenses relating to SBC and reflecting payment-in-kind yield of the Series A Preferred Shares, in each case in light of the Transaction, as described in footnote 4 and footnote 6 to the table below:

In order to secure financing to (i) pay a portion of the cash consideration required to be paid by Outbrain pursuant to the Share Purchase Agreement, (ii) pay fees and expenses related to the Transaction and (iii) with respect to the New Revolving Credit Facility, provide working capital for general corporate purposes on and after the Closing of the Transaction, Outbrain entered into the Commitment Letter with the Commitment Parties, pursuant to which the Commitment Parties have committed to provide (i) a $100 million senior secured revolving credit facility and (ii) a senior secured bridge facility in an aggregate principal amount of up to $750 million. The availability of the Facilities on the Closing Date is subject to the satisfaction or waiver by the Commitment Parties of certain customary closing conditions, including the completion of the Transaction; non-occurrence of a material adverse effect on Teads; the accuracy of certain representations by Outbrain under the credit documentation with respect to the Facilities and by Teads under the Share Purchase Agreement; delivery of certain financial statements of Outbrain and Teads; the termination of Outbrain’s revolving credit facility currently existing under the Second Amended and Restated Loan and Security Agreement, dated November 2, 2021, among Outbrain, Zemanta Holding USA Inc. and Zemanta Inc., as borrowers, and Silicon Valley Bank, a division of First Citizens Bank & Trust Company; and other conditions more fully set forth in the Commitment Letter.

In connection with the Transaction, Outbrain, as borrower, expects to enter into a senior secured revolving credit agreement (the “New Revolving Credit Agreement”) with Goldman Sachs Bank USA (acting through one or more of its branches or affiliates), as administrative agent and collateral agent, and certain other financial institutions as lenders, providing for a $100 million revolving credit facility (the “New Revolving Credit Facility”) with a letter of credit sub-limit of $10 million. The proceeds of the New Revolving Credit Facility may be used (i) on the Closing Date, to pay a portion of the cash consideration for, and the fees and expenses incurred in connection with, the Transaction in an amount not to exceed $20 million and (ii) after Closing, for working capital and general corporate

purposes. The New Revolving Credit Facility will be a senior secured obligation of Outbrain and the guarantors under the New Revolving Credit Agreement; provided, that, with respect to application of proceeds from enforcement or distressed disposals of collateral, the New Revolving Credit Facility is expected to rank senior to the Bridge Facility and/or any Permanent Financing (as defined under “—Bridge Facility and Permanent Financing”) borrowed or issued in lieu of the Bridge Facility.

Borrowings under the New Revolving Credit Facility are expected to bear interest at a rate per annum equal to Term SOFR (to be defined and determined in accordance with the New Revolving Credit Agreement) plus 4.25%. In addition, the New Revolving Credit Facility is expected to accrue an unused commitment fee at a rate equal to 0.50% with a stepdown to 0.375% at a consolidated senior secured net leverage ratio that is 0.50x lower than such ratio as of the Closing Date. Outbrain is expected to be able to voluntarily repay amounts outstanding under, and may voluntarily reduce commitments made under, the New Revolving Credit Facility at any time without premium or penalty.

The New Revolving Credit Facility is expected to be scheduled to mature on the date that is five years following the Closing Date; provided that, in the event of any issuance or borrowing of any Permanent Financing with a scheduled maturity prior to the 91st day after the fifth anniversary of the Closing Date, the scheduled maturity of the New Revolving Credit Facility would be 91 days prior to the earliest scheduled maturity of such Permanent Financing, if, as of the date that is 91 days prior to the fifth anniversary of the Closing, such Permanent Financing is not refinanced with indebtedness that has a scheduled maturity that is later than the 91st day following the fifth anniversary of the Closing.

Outbrain’s obligations under the New Revolving Credit Facility are expected to be (i) initially guaranteed by the Issuer’s and Teads’ wholly owned direct and indirect material subsidiaries, subject to customary exclusions including, among other things, limitations or prohibitions on guarantees under local corporate benefit, financial assistance or other laws in the applicable jurisdictions, exclusions to the extent Outbrain determines there could reasonably be expected to be material and adverse tax consequences and exclusions to the extent Outbrain and the Administrative Agent agree the cost of obtaining such guarantee outweighs the benefit of such guarantee (such subsidiaries providing guarantees, collectively, the “Credit Facility Guarantors”), and (ii) within 90 days after the Closing Date (or on the Closing Date with respect to collateral in which security interests can be perfected by the filing of a UCC financing statement in the United States) secured on a shared first priority basis (subject to permitted liens) by substantially all assets of Outbrain and the Credit Facility Guarantors (including direct equity interests) in which a security interest may be granted and perfected pursuant to the laws of the applicable jurisdictions of organization of the Guarantors, subject in each case to certain exclusions.

The New Revolving Credit Agreement is expected to contain a number of affirmative and negative covenants, that among other things, will restrict, subject to certain exceptions, our ability and the ability of our restricted subsidiaries to:

Among the affirmative covenants expected in the New Revolving Credit Agreement will be the requirement for the borrowers’ obligations under the New Revolving Credit Facility to be guaranteed on a senior secured basis by subsidiaries of Outbrain accounting for a certain percentage of the consolidated EBITDA and assets of Outbrain, and a requirement for Outbrain to maintain a specified consolidated senior secured net leverage ratio. Such financial covenant is expected to be tested quarterly on a rolling 12-month basis with the first test date for the financial covenant to be in respect of the period ending on the last day of the second complete financial quarter following the Closing, provided that such covenant is only required to be tested if the New Revolving Credit Facility is at least 40% drawn.

The terms of the New Revolving Credit Facility have not been finalized and are subject to change based on a variety of factors (including finalization of the documentation for the New Revolving Credit Facility).

The Transaction will include $750 million of financing consisting of either (A) the borrowing by OT Midco, Inc., a Delaware corporation and wholly owned subsidiary of Outbrain to be formed after the date hereof (“Midco”), of a term loan (the “Term Loan”) and/or the issuance by Midco of senior secured debt securities (together with the Term Loan, collectively, the “Permanent Financing”) or (B) to the extent Midco does not issue the Permanent Financing on or before the time the Transaction is consummated, a borrowing by Midco of loans (the “Bridge Loans”) under a senior secured 364-day bridge loan facility in an aggregate principal amount equal to $750 million minus the amount of gross proceeds from the Permanent Financing available to Midco on the Closing Date to consummate the Transaction. The availability of the Bridge Facility on the Closing Date is subject to the conditions precedent set forth in the Commitment Letter and the terms of the Bridge Facility will be consistent with the terms set forth in Annex B to the Commitment Letter, which was included as exhibit 10.7 to Outbrain’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the SEC on August 8, 2024.

If funded, the Bridge Loans will mature and be payable in full on the date that is 364 days after the Closing Date; provided that Midco may elect to extend such maturity date by an additional 12 months to the extent that, as of the date of such election (i) no event of default has occurred and is continuing, (ii) all representations and warranties under the documentation in respect of the Bridge Facility (the “Bridge Facility Documentation”) are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or material adverse effect shall be true and correct in all respects) and (iii) Midco shall have paid certain extension fees set forth in the Commitment Letter. The Bridge Facility Documentation will contain representations and warranties, covenants, events of default and guarantee and collateral requirements that are generally consistent with those of the New Revolving Credit Facility, subject to certain differences described in the Commitment Letter, including additional provisions regarding mandatory prepayments of the Bridge Loans with the proceeds of debt financings and asset dispositions and further restrictions on the incurrence of debt, liens and restricted payments.

Though Outbrain expects to seek Permanent Financing in lieu of the Bridge Facility, the terms of such Permanent Financing, if any, will be subject to market conditions, and there can be no assurances that any Permanent Financing will be available on terms that are favorable to Outbrain, if at all.

As part of the consideration to be paid to Altice Teads at Closing, Outbrain will issue to Altice Teads 10.5 million Series A Preferred Shares. At or prior to Closing, Outbrain will file the Certificate of Designation with the Secretary of State of the State of Delaware designating the rights, preferences and limitations of the Series A Preferred Shares. The following summary describes the rights, preferences and limitations of the Series A Preferred Shares and is qualified in its entirety by reference to the Certificate of Designation, the form of which is included as Annex G and incorporated herein in its entirety. Stockholders and other interested parties are urged to read the Certificate of Designation in its entirety prior to voting on the proposals presented at the special meeting.

A total of 10.5 million shares will be designated as Series A Preferred Shares, each with a par value of $0.001 per share.

Holders of Series A Preferred Shares shall be entitled to receive in respect of each Series A Preferred Share cumulative dividends accruing on a quarterly basis at a rate of 10% per annum, payable annually in cash or by accrual to the liquidation preference of such Series A Preferred Share, at Outbrain’s option.

The Series A Preferred Shares shall rank, in respect of dividend rights and in respect of any distribution upon any liquidation event, senior in priority of payment to all Common Stock and to each other class or series of capital stock of Outbrain, the terms of which expressly provide that such class or series ranks junior to the Series A Preferred Shares as to payment of dividends and distributions upon any liquidation event.

Until the Series A Preferred Shares have in their entirety been redeemed or converted into Common Stock, no dividends or distributions on, or repurchases or redemptions of, other capital stock of Outbrain shall be made, paid or declared by Outbrain (subject to limited exceptions for share repurchases in the ordinary course of business that are not structured as tender or exchange offers).

The initial liquidation preference of the Series A Preferred Shares will be $10.00 per share (subject to adjustment in the event of a stock dividend, stock split, stock distribution recapitalization or combination with respect to the Series A Preferred Shares).

In the event of any voluntary or involuntary winding-up, liquidation or dissolution of Outbrain, holders of Series A Preferred Shares shall be entitled to receive in full a liquidating distribution in cash and in the amount per share equal to the greater of (i) the then-current liquidation preference, plus accrued and unpaid dividends and (ii) the amount such holder would have received had such holder converted such Series A Preferred Shares into Common Stock immediately prior to such winding-up, liquidation or dissolution.

If the assets of the combined company are not sufficient to pay any amounts to which the holders of the Series A Preferred Shares are entitled, then the entire assets to be distributed shall be ratably distributed among such holders on a pro rata basis in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

In the event of the sale or disposition of all or substantially all of the assets of Outbrain that is not followed by a dissolution of Outbrain or distribution of the net proceeds in accordance with the liquidation preferences described above, within 45 days following such sale or disposition, Outbrain shall redeem each Series A Preferred Share in exchange for payment in cash of an amount equal to the greater of (i) the then-current liquidation preference, plus accrued and unpaid dividends, and (ii) the amount such holder would have received had such holder converted such Series A Preferred Shares into Common Stock immediately prior to such sale or disposition.

Outbrain may elect at any time to redeem any or all of the Series A Preferred Shares upon written notice not less than 15 business days and not more than 45 business days before any date of redemption in cash at the then-current liquidation preference, plus accrued and unpaid dividends, subject to payment of certain premiums if such redemption occurs prior to the five-year anniversary of the issuance of the Series A Preferred Shares (the date of such issuance, the “Issuance Date”).

The applicable redemption price will be calculated as follows if a redemption occurs prior to the five-year anniversary of the Issuance Date. If the redemption occurs prior to the third anniversary of the Issuance Date, the redemption price will equal the then-current liquidation preference, plus (a) an amount equal to the sum of all accrued and unpaid regular dividends for the then-current dividend period and (b) the aggregate amount of all regular dividends (assuming all such dividends were paid in cash and not compounded) that would otherwise accrue from the redemption date through (and including) the third anniversary of the Issuance Date. Where the redemption date occurs on or after the third anniversary of the Issuance Date and prior to the fourth anniversary of the Issuance Date, the redemption price will be 110% of the then-current liquidation preference, plus an amount equal to the sum of all accrued and unpaid regular dividends for the then-current dividend period. Lastly, if the redemption occurs on or after the fourth anniversary of the Issuance Date and prior to the fifth anniversary thereof, the redemption price will be 105% of the then-current liquidation preference as of the redemption date, plus an amount equal to the sum of all accrued and unpaid regular dividends for the then-current dividend period.

If Outbrain redeems less than all of the Series A Preferred Shares at any time, the Series A Preferred Shares of all holders will be redeemed on a pro rata basis in proportion to the aggregate then-current liquidation preference of all

Series A Preferred Shares held by each holder. On the redemption date, Outbrain will deposit funds with each holder sufficient to pay the redemption price of all Series A Preferred Shares to be redeemed on that redemption date for such holder. Dividends will cease to accrue on any Series A Preferred Shares called for redemption.

Subject to certain procedures and limitations, each holder of Series A Preferred Shares shall have the right, at any time at such holder’s option, to convert all or a part of such holder’s Series A Preferred Shares into the number of shares of Common Stock equal to the quotient obtained by dividing (i) (a) the then-current liquidation preference for the Series A Preferred Shares subject to conversion, plus (b) an amount equal to the sum of all accrued and unpaid dividends for the then-current dividend period, by (ii) the then-current conversion price, in each case, as of immediately before the close of business on the relevant conversion date.

The Series A Preferred Shares will have an initial conversion price of $10.00 per share, subject to customary anti-dilution adjustments.

Commencing on the second anniversary of the issuance of the Series A Preferred Shares, subject to (i) the Common Stock then being listed on either The Nasdaq Stock Market or the New York Stock Exchange and (ii) the last reported sale price per share of Common Stock on either such stock exchange exceeding $14 for 20 trading days in the 30 consecutive trading day period immediately prior to the issuance of the relevant conversion notice, Outbrain may elect to automatically convert all, or any whole number of the Series A Preferred Shares that is greater than 10% of the number of the Series A Preferred Shares then outstanding, of each holder’s Series A Preferred Shares into the number of shares of Common Stock equal to the quotient obtained by dividing (i) the then-current liquidation preference for such Series A Preferred Shares subject to conversion, plus an amount equal to the sum of all accrued and unpaid dividends for the then-current dividend period, by (ii) the relevant conversion price, in each case, as of immediately before the close of business on the relevant conversion date.

The Series A Preferred Shares shall, under certain circumstances, be subject to deduction of dividends and forfeiture for no consideration for purposes of satisfying Altice Teads’ indemnification obligations under the Share Purchase Agreement. Accordingly, for a period of 12 months following the Closing of the Transaction, no holder of Series A Preferred Shares shall elect to convert their Series A Preferred Shares into Common Stock if after the conversion they would hold Series A Preferred Shares having an aggregate liquidation preference of less than $25 million (the “Holdback Amount”), subject to certain exceptions. The Holdback Amount is to remain available for satisfaction of any obligations of indemnification arising under the Share Purchase Agreement. In the event that any claims for losses remain outstanding as of the end of the initial 12-month period, such period will be extended until such time as such claims have been resolved or satisfied in accordance with the Share Purchase Agreement. During the extension period, the Holdback Amount shall be a number of Series A Preferred Shares having a then-current liquidation preference equal to the lesser of (i) $25 million and (ii) the aggregate amount of all losses claimed in claim notices that (a) were pending and unresolved as of the end of the initial 12-month period and (b) remain unresolved as of such date. For more information, please see the section titled “The Share Purchase Agreement—Indemnification.”

If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving Outbrain in which the Common Stock (but not the Series A Preferred Shares) is converted into or exchanged for securities, cash or other property that does not constitute a change of control (a “Reorganization Event”), then, following any such Reorganization Event, each Series A Preferred Share shall remain outstanding and thereafter be convertible, in lieu of shares of Common Stock into which it was convertible prior to such Reorganization Event, into the kind and amount of securities, cash or other property of which a holder of the number of shares of Common Stock issuable upon conversion of such Series A Preferred Share immediately prior to such Reorganization Event would have been entitled to receive pursuant to such transaction. In such case, appropriate adjustment (as determined in good faith by

the Outbrain Board) shall be made with respect to the rights and interests thereafter of the holders of such Series A Preferred Shares, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of such Series A Preferred Shares, subject to certain exceptions.

If a change of control occurs while any Series A Preferred Shares remain outstanding, then if the price per share of Common Stock in the change of control is less than or equal to the conversion price, Outbrain shall either (i) redeem in cash all of the Series A Preferred Shares for the cash value that the holders would receive in a redemption occurring immediately prior to the closing of such change of control or (ii) cause all outstanding Series A Preferred Shares to be automatically converted to Common Stock at the conversion price, in which case such Common Stock would receive the same consideration as all other Common Stock, subject to certain adjustments, if necessary.

If the price per share of Common Stock in the change of control is greater than the conversion price, then Outbrain shall either (a) cause the Series A Preferred Shares to be redeemed in cash at the value of consideration that would have been payable in the change of control in respect of such Series A Preferred Shares had they been converted into shares of Common Stock immediately prior to the closing of such change of control or (b) cause the holders to receive (i) a portion of the consideration per share payable in such change of control in a cash amount equal to the amount such holders would receive if the Series A Preferred Shares were redeemed at the closing of such change of control, plus (ii) additional consideration per share, in the same form of consideration payable to other holders of Common Stock in such change of control, equal to the excess in value of (x) the consideration payable in respect of the Series A Preferred Shares were they to have been converted at the conversion price immediately prior to the closing of the change of control, minus (y) the value of the consideration paid pursuant to the foregoing clause (i). Any such consideration shall be paid to the holders entitled thereto on a pro rata basis.

A holder of Series A Preferred Shares may transfer any Series A Preferred Share as detailed in the Certificate of Designation. Following a transfer, the issuance of new share certificates (if any) will be made without charge to the holder of the Series A Preferred Shares, and Outbrain shall pay for any cost incurred by it in connection with such issuance.

The Series A Preferred Shares will also be subject to restrictions on transfer under applicable securities laws and the terms of the Stockholders Agreement, as described in more detail in the sections titled “The Transaction—Federal Securities Law Consequences; Transfer of Shares” and “Agreements Related to the Transaction—Stockholders Agreement.”

The Series A Preferred Shares shall be entitled to vote on any matters presented to the holders of Outbrain capital stock together with holders of Common Stock (and not as a separate class). The holders of Series A Preferred Shares shall participate in such vote on an as-converted basis as if the Series A Preferred Shares were converted into shares of Common Stock as of the close of business on the record date for the determination of holders of Common Stock entitled to vote. In addition to any other voting required by applicable law or the Certificate of Incorporation of Outbrain, for so long as any Series A Preferred Shares are outstanding, the affirmative vote or consent of the holders of at least a majority of the outstanding Series A Preferred Shares, voting separately as a single class, will be required (i) to amend, alter or repeal any provision of the Certificate of Designation, (ii) to amend, alter or repeal any provision of Outbrain’s Certificate of Incorporation or bylaws if such amendment would have an adverse effect on the powers, preferences, privileges or rights of the holders of Series A Preferred Shares, other than an amendment of a provision of the Certificate of Incorporation or the bylaws of Outbrain that affects all stockholders of Outbrain in the same manner, (iii) to authorize, create, issue or increase the authorized amount of any class or series of stock the terms of which expressly provide that such class or series of stock ranks senior to or pari passu with the Series A Preferred Shares as to payment of dividends or distributions of assets upon a liquidation event or any obligation or security convertible into, exchangeable for or evidencing a right to purchase any such class or series of stock, (iv) to reclassify any Outbrain authorized stock into any such class or series of stock, or any obligation or security convertible into, exchangeable for or evidencing a right to purchase any such class or series of stock or (v) for any increase or decrease in the authorized number of Series A Preferred Shares or issuance of Series A Preferred Shares after date of first issuance.

Outbrain’s stockholders should be aware that members of the Outbrain Board and executive officers of Outbrain have interests in the Transaction that may be different from, or in addition to, those of Outbrain’s stockholders generally.

These interests include that each of Outbrain’s directors and executive officers are expected to continue, immediately following the consummation of the Transaction, as directors or executive officers of the combined company. The Outbrain Board may also consider new or amended employment arrangements or compensatory awards to the Outbrain executive officers to reward the Outbrain executive officers for the significant expanded work undertaken in connection with the Transaction and/or incentivize them in connection with their roles at the combined company going forward. As of the date of this proxy statement, Outbrain has not entered into any such arrangements and the Transaction is not conditioned upon any such arrangements.

In addition, certain of Outbrain’s directors and officers are entitled to registration rights under an investors’ rights agreement, which is expected to be amended and restated prior to the Closing of the Transaction. For more information, please see the section titled “Agreements Related to the Transaction—Registration Rights Agreement and Amended and Restated Investors’ Rights Agreements.”

Immediately following the Closing of the Transaction, Bertrand Quesada and Jeremy Arditi, current Co-Chief Executive Officers of Teads, will serve as Co-Presidents of the combined company. Outbrain’s current executive officers are expected to continue as executive officers of the combined company, with such additional officers as may be appointed by the combined company.

The current directors of Outbrain are expected to continue after the consummation of the Transaction as directors of the combined company. If the Transaction is consummated, the number of directors on the combined company board of directors shall be increased by two (for a total of 10 directors as of the Closing), and two persons designated by Altice Teads (one of which shall be unaffiliated with Altice Teads and shall qualify as an independent director pursuant to the requirements of the Nasdaq Stock Market, subject to certain exceptions) shall be appointed to the Outbrain Board.

In addition, pursuant to the Stockholders Agreement: (i) until Altice Teads and its affiliates cease to hold at least 25% of the total voting power of the outstanding capital stock of Outbrain on an as-converted basis, Altice Teads shall have the right to nominate two directors to the Outbrain Board (one of which shall be unaffiliated with Altice Teads and shall qualify as an independent director pursuant to the requirements of the Nasdaq Stock Market, subject to certain exceptions) and (ii) for so long as Altice Teads and its affiliates hold at least 10% (but less than 25%) of the total voting power of the outstanding capital stock of Outbrain on an as-converted basis, Altice Teads shall have the right to nominate one director to the Outbrain Board. Additionally, commencing on the three-year anniversary of the Closing, Altice Teads shall have the right to nominate three directors until such time as it and its affiliates cease to own at least 30% of the total voting power of the outstanding capital stock of Outbrain, on an as-converted basis (two of which shall be unaffiliated with Altice Teads and shall qualify as independent directors pursuant to the requirements of the Nasdaq Stock Market, subject to certain exceptions). For more information regarding Altice Teads’ right to nominate directors to the Outbrain Board, please see the section titled “Agreements Related to the Transaction—Stockholders Agreement.”

Under the Share Purchase Agreement, the respective obligations of the parties thereto to complete the Transaction are subject to obtaining certain regulatory approvals, including the expiration or termination of applicable waiting periods under the HSR Act. Outbrain and Altice Teads made the filings required under the HSR Act on August 16, 2024, and the initial 30-day waiting period expired at 11:59 p.m. Eastern Time on September 16, 2024.

Additionally, the parties to the Share Purchase Agreement are required to obtain the applicable approvals of the competition agencies in France, Germany, the United Kingdom, Israel and Turkey and foreign direct investment authorities in France and Slovenia. As of the date of this proxy statement, the parties have obtained the applicable approvals of the competition agencies in Germany and Turkey and foreign direct investment authority in Slovenia.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be obtained or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Transaction. In addition, we cannot assure you as to the timing of any such clearances or approvals. For a more complete description of the conditions required to complete the Transaction, please see the section titled “The Share Purchase Agreement—Conditions to Closing.”

The Acquisition Shares to be issued to Altice Teads as consideration in the Transaction will be issued in transactions exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and may not be offered or sold by the holders of those shares absent registration or an applicable exemption from the registration requirements. As a general matter, holders of such shares will not be able to transfer any of their shares until at least six months after receiving such shares, which is when the shares would first be eligible to be sold under Rule 144 promulgated under the Securities Act, assuming the conditions thereof are otherwise satisfied.

Prior to Closing, Altice Teads and Outbrain will enter into the Registration Rights Agreement, pursuant to which Outbrain will provide customary demand and piggyback registration rights to the holders of Altice Registrable Securities, which includes, among other things, all shares of Common Stock held by Altice Teads immediately following Closing and all shares of Common Stock issuable upon conversion of the Series A Preferred Shares. For more information, please see the section titled “Agreements Related to the Transaction—Registration Rights Agreement and Amended and Restated Investors’ Rights Agreements.”

There are no material U.S. federal income tax consequences to Outbrain’s stockholders that will result from the issuance of the Acquisition Shares in the Transaction.

The Transaction will be accounted for under the acquisition method of accounting for business combinations in accordance with ASC 805, with Outbrain considered as the accounting acquirer and Teads as the accounting acquiree. Outbrain will measure the assets acquired and liabilities assumed at their fair values as of the Closing Date, with any excess of the value of the Total Consideration paid over those fair values being recorded as goodwill.

Between October 9, 2024 and October 31, 2024, Outbrain received three demand letters from purported stockholders of Outbrain alleging disclosure deficiencies in the preliminary proxy statement filed by Outbrain on October 4, 2024. The demand letters demand that Outbrain and the Outbrain Board issue corrective disclosures. Outbrain believes that the disclosures set forth in the preliminary proxy statement comply with applicable law and that the allegations asserted in the demand letters are without merit. Additional demand letters or lawsuits relating to the Transaction may also be received and/or filed in the future.

Outbrain’s stockholders are not entitled to appraisal rights or dissenters’ rights in connection with the Transaction or any of the matters to be voted on at the special meeting.

The following section summarizes material provisions of the Share Purchase Agreement, which is included in this proxy statement as Annex A and is incorporated by reference herein in its entirety. The summary of the material provisions of the Share Purchase Agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the Share Purchase Agreement. This summary does not purport to be complete and may not contain all of the information about the Share Purchase Agreement that is important to you. The rights and obligations of Outbrain, Altice Teads and Teads are governed by the Share Purchase Agreement and not by this summary or any other information contained in or incorporated by reference into this proxy statement. Outbrain stockholders are urged to read the Share Purchase Agreement carefully and in its entirety, as well as this proxy statement and the information incorporated by reference into this proxy statement, before making any decisions regarding the Share Purchase Agreement and the Transaction contemplated thereby.

The Share Purchase Agreement contains customary representations and warranties by Outbrain and Altice Teads, made solely for the benefit of the other parties for purposes of the Share Purchase Agreement. The representations, warranties and covenants made in the Share Purchase Agreement by each of the respective parties were qualified and subject to important limitations agreed to by Outbrain, Altice Teads and Teads in connection with negotiating the terms of the Share Purchase Agreement. In particular, in your review of the representations and warranties contained in the Share Purchase Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the Share Purchase Agreement may have the right not to consummate the Transaction if the representations and warranties of the other party or parties, as applicable, prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the Share Purchase Agreement, rather than establishing matters as facts about Outbrain, Altice Teads or Teads or any other person at the time they were made or otherwise. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC and were qualified by the matters contained in the confidential disclosure statements that certain of the parties delivered in connection with the Share Purchase Agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties does not purport to be accurate as of the date of this proxy statement, and may have changed since the date of the Share Purchase Agreement. Accordingly, the representations and warranties and other provisions of the Share Purchase Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. For more information, please see the section titled “Where You Can Find More Information.”

Capitalized terms that appear in this summary and are not defined herein have the respective meanings assigned to them in the Share Purchase Agreement.

Subject to the terms and conditions set forth in the Share Purchase Agreement, (i) at the Closing but immediately prior to the transactions contemplated by clause (ii), Teads shall sell, assign, transfer, convey and deliver to certain subsidiaries of Outbrain all legal and beneficial right, title and interest in all of the issued and outstanding equity interests of the applicable subsidiaries of Teads and (ii) at the Closing, Altice Teads shall sell, assign, transfer, convey and deliver to Outbrain or the applicable subsidiary of Outbrain all legal and beneficial right, title and interest in 1,250,327,500 ordinary shares, with a nominal value of one Euro cent (€0.01) per share, of Teads (the “Teads Shares”), free and clear of any encumbrances (other than any encumbrance imposed at the Closing by action, or on behalf, of Outbrain or any of its affiliates), and Outbrain shall purchase and acquire the Teads Shares from Altice Teads for the consideration described in the section titled “The Share Purchase Agreement—The Transaction and Purchase Price Consideration and Adjustments.”

Outbrain has agreed, on the terms and subject to the conditions set forth in the Share Purchase Agreement, to purchase from Altice Teads all of the issued and outstanding equity interests of Teads. Specifically, Outbrain or one of its subsidiaries will purchase and acquire all of the issued and outstanding share capital of Teads from Altice Teads, for an aggregate consideration, without interest and less taxes withheld, as follows: (i) a cash payment of $725 million, subject to customary adjustments, (ii) 35 million newly issued shares of Common Stock and (iii) 10.5 million newly issued Series A Preferred Shares.

The Share Purchase Agreement provides for a post-closing adjustment, which may be positive or negative, to account for any difference between (a) the estimated amounts of Teads’ cash, indebtedness, transaction expenses and net working capital (relative to a specified target) as estimated prior to the Closing Date for purposes of determining the cash amount to be paid to Altice Teads at the Closing, and (b) the actual amounts of such items as of the Closing.

Additionally, Altice Teads will be entitled to the Deferred Payment in an amount equal to $25 million, payable after the Closing in one or more installments to the extent that these payments comply with the covenants under the debt financing agreements that will be entered into by Outbrain in connection with the Transaction (including the New Revolving Credit Agreement, the Bridge Facility and/or any Permanent Financing). Except as described below, the Deferred Payment will not bear any interest and will not be subject to any linkage, index or any adjustments.

Within 10 business days following the combined company’s approval of its quarterly financial statements for each fiscal quarter following the Closing, the combined company must deliver to Altice Teads a determination of the amount (if any) of the Deferred Payment it is then permitted to make. Each such determination amount will become final on the 45th calendar day following delivery to Altice Teads, subject to any disagreement by Altice Teads with the determination amount and customary dispute resolution provisions set forth in the Share Purchase Agreement.

If any portion of the Deferred Payment has not been paid (the unpaid portion of the Deferred Payment as of any date, the “Unpaid Deferred Payment”) by the third anniversary of the Closing, then the Deferred Payment: (i) shall automatically be increased by an amount equal to 0.5 multiplied by the then-outstanding amount of the Unpaid Deferred Payment, which amount is not permitted to exceed $37.5 million; and (ii) such adjusted Deferred Payment will begin accruing interest on the outstanding balance of the Deferred Payment (subject to deductions) at a rate of 10% per annum, compounded annually. If any portion of the Deferred Payment (as so adjusted) has not been paid by the sixth anniversary of Closing, then Altice Teads shall have the right to demand payment of the unpaid amount regardless of whether such amount is permitted to be paid under the combined company’s Debt Financing Agreements, and such amount must be paid promptly but within no more than two business days.

The Deferred Payment will be subordinated to all senior debts and obligations of the combined company, including in respect of any debt financing contemplated by the Debt Financing Letter, Alternative Financing (each as defined herein) or Anticipated Financing (as defined in the Share Purchase Agreement), and shall rank pari passu with all other unsecured debts thereof.

The Share Purchase Agreement also provides that, during the 12 months following the Closing, in the event that certain restricted cash is distributed by Teads’ subsidiaries to Teads or Outbrain and those subsidiaries incur certain distribution costs relating to such restricted cash that exceeds the amount of such distribution costs as reflected in the calculation of the cash consideration to be paid at Closing (the “Final Closing Cash Consideration”), then Outbrain may seek reimbursement from Altice Teads for such excess amount. In addition, within 90 days following the closing of the statutory accounts of Teads and its subsidiaries for the fiscal year ended December 31, 2024 or 2025, depending on the Closing Date, Outbrain has agreed to provide Altice Teads with a statement setting forth its calculation of the net encumbered cash (which is certain cash of Teads and its subsidiaries that is subject to restrictions on distribution pending completion of their statutory accounts and determination of the amount of distributable reserves held by Teads or its applicable subsidiary), as calculated under the formula described in the Share Purchase Agreement. If the final net encumbered cash amount is higher than the net encumbered cash included in the calculation of the Final Closing Cash Consideration, Outbrain is obligated to pay Altice Teads the difference. If the net encumbered cash is lower than the amount of net encumbered cash included in the calculation of the Final Closing Cash Consideration, then the amount of the deficiency is to be set off against the Deferred Payment, deducted from any then accrued dividend or other distribution that is due and payable in respect of the Series A Preferred Shares or satisfied by forfeiture of Series A Preferred Shares.

The Share Purchase Agreement provides that, unless another date is agreed to in writing by Outbrain and Altice Teads, the Closing will take place no later than the fifteenth business day after the satisfaction or waiver of the conditions to the Closing contained in the Share Purchase Agreement. Altice Teads may shorten such period by delivering written notice to Outbrain at least five business days prior to the end of such period as so reduced; however, any shorter period must be a minimum of at least ten business days. In addition, unless the Closing is scheduled to occur on the first business day of a calendar month, each of Outbrain and Altice Teads has the right to postpone the Closing until the first business day following the last day of the calendar month in which the Closing would otherwise occur (but not past the Termination Date and taking into account any election by Altice Teads to shorten the fifteen business day period described in the previous sentence).

At the Closing, among other things, Outbrain shall (i) deliver to Altice Teads a cash amount equal to the estimated closing cash consideration and (ii) issue the Acquisition Shares in the name of Altice Teads.

Each portion of the total consideration payable or issuable pursuant to the Share Purchase Agreement will be made net of any taxes required by applicable law to be deducted and withheld from such payment, and any amounts deducted or withheld from such payment shall be remitted to the applicable governmental authority and considered as having been paid for the purposes of the Share Purchase Agreement. Outbrain must provide Altice Teads 15 days of advance notice of such deduction. In the event that Altice Teads objects to any such withholding or deduction, Outbrain shall cooperate with Altice Teads to reduce or otherwise eliminate any such deduction or withholding as permitted by applicable law.

Any amount required to be withheld under the Share Purchase Agreement, whether such withholding relates to cash consideration or equity consideration, will first be funded through a reduction from any portion of cash consideration that was to be paid to such recipient on the Closing Date. Additionally, to the extent there is insufficient cash to permit this withholding, the withholding will be funded through the forfeiture or sale of the portion of the Common Stock that would otherwise be deliverable to such recipient to enable the applicable payor to comply with applicable deduction or withholding requirements.

The Share Purchase Agreement contains customary representations and warranties by Outbrain and Altice Teads (relating to itself and with respect to Teads) that are subject, in some cases, to exceptions and qualifications (including exceptions and qualifications related to knowledge, materiality or a “material adverse effect” on the applicable party, as discussed further below).

In particular, the Share Purchase Agreement contains representations and warranties made by Altice Teads, including in relation to: (1) due organization, valid existence, solvency and qualification to do business; (2) corporate power, authority and enforceability of the Share Purchase Agreement; (3) absence of governmental approvals, except for any filings required to be made under the HSR Act and other applicable antitrust laws or FDI Laws (as defined in the Share Purchase Agreement); (4) absence of certain conflicts with organizational documents, other obligations or applicable laws; (5) absence of any other beneficial holders of the Teads Shares, and valid title, ownership, authority and power to transfer the Teads Shares to Outbrain free of any encumbrances; (6) absence of certain legal proceedings, except as would not reasonably be expected, individually or in the aggregate, to have an Altice Teads Material Adverse Effect (as defined herein); (7) investment representations, in particular with respect to the Acquisition Shares; (8) transfer restrictions with respect to the Acquisition Shares; (9) independent investigation and absence of additional representations; (10) broker’s fees and expenses; and (11) no ownership of Common Stock.

The Share Purchase Agreement further contains representations and warranties made by Altice Teads with respect to Teads and its subsidiaries, including in relation to: (1) due organization, valid existence, solvency, good standing and qualification to do business; (2) minute books and organizational documents; (3) corporate power, authority and enforceability of the Share Purchase Agreement; (4) absence of governmental approvals, except for any filings required to be made under the HSR Act and other applicable antitrust laws or FDI Laws; (5) absence of certain conflicts with organizational documents, other obligations or applicable laws; (6) capitalization; (7) Teads’ subsidiaries; (8) financial information; (9) absence of undisclosed liabilities; (10) absence of certain changes or events; (11) compliance with applicable laws; (12) customs and trade laws, anti-bribery and corruption, anti-money

laundering and sanctions compliance; (13) possession of and compliance with required permits; (14) absence of certain legal proceedings and governmental orders; (15) employee benefit plans; (16) labor and employment matters; (17) insurance matters; (18) real property and title to assets; (19) intellectual property, information technology, data protection and privacy; (20) artificial intelligence; (21) material contracts; (22) tax matters; (23) environmental, health and safety matters; (24) material contracts; (25) purchasers and users of Teads’ products, along with advertisers, publishers and suppliers; (26) absence of critical technology; (27) broker’s fees and expenses; (28) affiliated party contracts; (29) accuracy and completeness of information supplied in this proxy statement; and (30) absence of additional representations.

The Share Purchase Agreement includes representations and warranties by Outbrain, including in relation to: (1) due organization, valid existence, good standing and qualification to do business; (2) corporate power and authority and enforceability of the Share Purchase Agreement; (3) absence of certain conflicts with organizational documents, other obligations and applicable laws; (4) governmental approvals, except for any filings required to be made under the HSR Act and other applicable antitrust law or FDI Law; (5) valid issuance of Common Stock and Series A Preferred Shares comprising the Acquisition Shares in connection with the Transaction; (6) capitalization; (7) SEC filings and financial statements of Outbrain; (8) compliance with applicable laws; (9) customs and trade laws, anti-bribery and corruption, anti-money laundering and sanctions compliance; (10) possession of and compliance with required permits; (11) absence of certain legal proceedings and governmental orders; (12) listing of Common Stock on the Nasdaq Global Select Market and the absence of any delisting notice; (13) material contracts; (14) financing in connection with the Transaction, including delivery of the debt commitment letter and the existence, validity and enforceability thereof; (15) absence of other debt financing; (16) the absence of any financing condition to the Transaction under the Share Purchase Agreement; (17) broker’s fees and expenses; (18) investment intent and accredited investor status; (19) accuracy and completeness of information supplied in this proxy statement; (20) absence of critical technology; and (21) independent investigation, non-reliance and absence of additional representations.

Many of the representations and warranties in the Share Purchase Agreement are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct would be material to or have a material adverse effect with respect to the relevant party).

As used in this proxy statement, a “Purchaser Material Adverse Effect” means any event, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have (a) a material adverse effect on the business, assets, condition (financial or otherwise), operations or results of operations of Outbrain or its subsidiaries, taken as a whole, other than any event, change, occurrence or effect resulting from or arising out of (i) general changes or developments in any of the major industries or markets in which Outbrain or its subsidiaries operate, (ii) changes in regional, national or international political, economic or regulatory general market conditions or in national or international financial or banking markets (including changes in general interest or currency exchange rates, fiscal policy or inflation), (iii) cyberattack or computer, network or system hacking, any outbreak or escalation of hostilities or any acts of war or terrorism, regional, national or international calamity, crisis or emergency, or any governmental response to any of the foregoing, (iv) natural disasters or calamities, including volcanoes, tsunamis, pandemics, epidemics, disease outbreaks or other public health conditions, earthquakes, floods, hurricanes, wildfires, blackouts, tornadoes or other natural disasters, force majeure events or other comparable events, or any worsening of the foregoing, (v) changes in any applicable laws, U.S. GAAP, IFRS or other applicable accounting regulations or principles or interpretations thereof, (vi) the negotiation, execution, announcement, pendency or consummation of the Share Purchase Agreement and the transactions contemplated hereby, including the direct impact thereof on (including loss or impairment of) relationships, contractual or otherwise, with customers, employees, distributors, suppliers and regulators or (vii) the taking of any action required or expressly contemplated by, or failure to take any action due to, the express terms of the Share Purchase Agreement or with the written consent of or at the written direction of Altice Teads or Teads; provided, however, in the case of the first five exclusions above, in the event that Outbrain and its subsidiaries, taken as a whole, are disproportionately affected by such event, development or change relative to other participants in the industries in which Outbrain and its subsidiaries operate, the extent (and only the extent) of such adverse effect, relative to such other participants, on Outbrain or any subsidiary thereof may be taken into account in determining whether there has been a Purchaser Material Adverse Effect, or (b) a material adverse effect on the ability of Outbrain to perform its obligations under the Share Purchase Agreement, or that would reasonably be expected to prevent or materially impede, hinder or delay the consummation by Outbrain of the transactions contemplated hereby.

As used in this proxy statement, a “Material Adverse Effect” with respect to Teads and its subsidiaries means any event, change, occurrence or effect that, individually or in the aggregate, has had or would reasonably be expected to have (a) a material adverse effect on the business, assets, condition (financial or otherwise), operations or results of operations of Teads and its subsidiaries, taken as a whole, or (b) a material adverse effect on the ability of Teads to perform its obligations under the Share Purchase Agreement, or that would reasonably be expected to prevent or materially impede, hinder or delay the consummation by Teads of the transactions contemplated by the Share Purchase Agreement. However, with respect to clause (a), any event, change, occurrence or effect resulting from the following or arising out of any of the following will not be deemed to constitute, or be taken into account in determining whether there has occurred, a Material Adverse Effect with respect to Teads and its subsidiaries:

However, in the case of the first five exclusions above, in the event that Teads and its subsidiaries, taken as a whole, are disproportionately affected by such event, development or change relative to other participants in the industries in which Teads and its subsidiaries operate, the extent (and only the extent) of such adverse effect, relative to such other participants, on Teads or any of its subsidiaries may be taken into account in determining whether there has been a Material Adverse Effect.

As used in this proxy statement, an “Altice Teads Material Adverse Effect” means any event, development or change that has had, or would reasonably be expected to have, a material adverse effect on the ability of Altice Teads to perform its obligations under the Share Purchase Agreement, or would reasonably be expected to prevent or materially impede, interfere with, hinder or delay the consummation by Altice Teads of the transactions contemplated by the Share Purchase Agreement.

Each of the parties has agreed to perform customary covenants in the Share Purchase Agreement that place restrictions on Teads, Outbrain and their respective subsidiaries until the Closing.

In general, from the date of the Share Purchase Agreement until the Closing Date (the “Interim Period”), except as otherwise contemplated by the Share Purchase Agreement, required by applicable law or consented to by Outbrain (which consent may not be unreasonably withheld, conditioned or delayed), and subject to certain agreed exceptions, Teads must conduct its business and that of its subsidiaries in all material respects in the ordinary course of business and use commercially reasonable efforts to preserve: (1) intact the present business operations, organization and

goodwill of Teads and its subsidiaries, consistent with past practices; (2) the services of Teads and its subsidiaries’ current officers and employees, subject to specified exceptions; and (3) present relationships with persons having material business dealings with Teads and its subsidiaries.

In addition, during the Interim Period, except as otherwise contemplated by the Share Purchase Agreement, required by the terms of any Company Material Contract (as defined in the Share Purchase Agreement) or required by applicable law or consented to by Outbrain (which consent may not be unreasonably withheld, conditioned or delayed), and subject to certain agreed exceptions, Teads and its subsidiaries have agreed not to: