Press Release: Teads Holding Co. Announces Fourth Quarter and Full Year 2025 Results

Dow Jones
Mar 05

NEW YORK, March 05, 2026 (GLOBE NEWSWIRE) -- Teads Holding Co. (Nasdaq: TEAD) ("Teads" or the "Company") announced today financial results for the quarter and full year ended December 31, 2025.

Fourth Quarter and Full Year 2025 Key Financial Metrics(1) :

 
                         Three Months Ended             Twelve Months Ended 
                             December 31,                   December 31, 
                    -----------------------------  ------------------------------ 
(in millions USD)     2025     2024     % Change     2025      2024     % Change 
                     ------    -----   ----------   -------    -----   ---------- 
Revenue             $ 352.2   $234.6     50%       $1,300.5   $889.9     46% 
Gross profit          120.4     56.1    115%          429.1    192.1    123% 
Net loss             (428.2)    (0.2)          NM    (517.1)    (0.7)          NM 
Net cash provided 
 by operating 
 activities             7.3     42.7    (83)%           7.6     68.6    (89)% 
 
Non-GAAP Financial 
Data* 
Ex-TAC gross 
 profit               151.8     68.3    122%          529.7    236.1    124% 
Adjusted EBITDA        36.5     17.0    115%           93.4     37.3    150% 
Adjusted net 
 income (loss)          9.5      3.5    171%          (31.7)     4.1           NM 
Adjusted free cash 
 flow                   2.6     40.7    (94)%           6.0     55.3    (89)% 
 

_____________________________

(1) Incorporates the results of operations for legacy Teads from February 3, 2025 through December 31, 2025

* See non-GAAP reconciliations below

NM Not meaningful

"We finished 2025 delivering Q4 results at the high end of our guidance and generating positive Adjusted Free Cash Flow," said David Kostman, CEO of Teads. "In Q4 of 2025 and into Q1 of this year, we implemented many of the lessons learned from last year's integration. Having simplified our organizational structure, rightsized our cost base and refreshed our leadership team, we move into 2026 with strategic clarity and a well-defined execution plan. As such, we expect 2026 to be an inflection point for the realization of our vision and for our return to growth" added Kostman.

Fourth Quarter 2025 and Recent Business Highlights:

   -- CTV Momentum: CTV crossed the $100 million annual revenue mark, with 
      revenue growth of 55% year-over-year in Q4. 
 
   -- Omnichannel Adoption: Branding customers utilizing omnichannel campaigns 
      grew to 10%, up from 7% in Q1 2025, and expected to grow to at least 15% 
      by the end of 2026. 
 
   -- HomeScreen Expansions: Announced expansions of CTV access on LG and 
      Samsung to additional markets, including new exclusive LG partnerships in 
      Italy and Greece and Samsung TV in certain Asian geographies. 
 
   -- Google TV: We significantly expanded our CTV HomeScreen ad inventory 
      through Google TV. This expanded reach provides brands with access to one 
      of the most prominent, high-attention placements on CTV, appearing as the 
      first visual impression on Google TV devices across major global markets, 
      including the US and UK. 
 
   -- Cross-Selling: Accelerated cross sales of lower funnel performance to 
      Enterprise customers, including brands such as McDonald's, Deutsche Bahn, 
      and Porsche. 
 
   -- Joint Business Partnership Renewals: We renewed several of our joint 
      business partnerships with leading global brands, which we believe 
      demonstrates the strategic nature of the relationships, across the 
      consumer goods, automotive and technology sectors. 
 
   -- AI Innovation: Launched the beta version of our conversational AI ads SDK, 
      enabling LLM-driven apps and sites to monetize AI-driven interactions 
      while maintaining a premium user experience. 
 
   -- Organizational Restructuring: Executed a strategic organizational 
      restructuring intended to focus and simplify our organization, optimize 
      our cost base and improve our trajectory toward profitable growth: 
 
          -- Leadership: Appointed a new Chief Commercial Officer, Chief 
             Marketing Officer, and Managing Director of North America. 
 
          -- Headcount: Reduced headcount by approximately 10%, representing 
             anticipated annualized cost savings of approximately $35 million 
             to $40 million when fully implemented. 

Fourth Quarter 2025 Financial Highlights:

   -- Revenue of $352.2 million, an increase of $117.6 million, or 50%, 
      compared to $234.6 million in the prior year period, primarily due to the 
      acquisition (the "Acquisition") by Outbrain Inc. ("Outbrain") of TEADS, a 
      private limited liability company (société à 
      responsabilité limitée) incorporated and existing under the 
      laws of the Grand Duchy of Luxembourg ("Legacy Teads"), in the first 
      quarter of 2025. Results include net favorable foreign currency effects 
      of approximately $7.5 million. 
 
   -- Gross profit of $120.4 million, an increase of $64.3 million, or 115%, 
      compared to $56.1 million in the prior year period. Gross margin 
      increased to 34.2%, compared to 23.9% in the prior year period, primarily 
      reflecting the higher gross margin profile of the acquired business. 
 
   -- Ex-TAC gross profit of $151.8 million, an increase of $83.5 million, or 
      122%, compared to $68.3 million in the prior year period, primarily due 
      to the Acquisition. Our Ex-TAC gross margin increased to 43.1%, compared 
      to 29.1% in the prior year period, reflecting the higher margin profile 
      of the acquired business. 
 
   -- Net loss of $428.2 million, compared to a net loss of $0.2 million in the 
      prior year period. Net loss in the current period includes nonrecurring 
      pre-tax expenses of $352.1 million for a non-cash goodwill impairment, 
      $3.4 million of Acquisition and integration costs, and $5.7 million of 
      restructuring charges. 
 
   -- Adjusted net income of $9.5 million, compared to adjusted net income of 
      $3.5 million in the prior year period. 
 
   -- Adjusted EBITDA of $36.5 million, compared to Adjusted EBITDA of $17.0 
      million in the prior year period, including net unfavorable foreign 
      currency effects of approximately $2.1 million. 
 
   -- Generated net cash provided by operating activities of $7.3 million, 
      compared to net cash provided by operating activities of $42.7 million in 
      the prior year period. Adjusted free cash flow of $2.6 million, compared 
      to adjusted free cash flow of $40.7 million in the prior year period. 
 
   -- Cash, cash equivalents and investments in marketable securities were 
      $138.7 million, comprised of cash and cash equivalents of $128.2 million 
      and short-term investments in marketable securities of $10.5 million as 
      of December 31, 2025. 
 
   -- Total debt obligations were $622.7 million, including the $605.1 million 
      carrying value of our 10.000% senior secured notes due 2030 (principal 
      amount of $628.2 million, net of unamortized discount and deferred 
      financing costs) and $17.6 million (unchanged at EUR15.0 million) 
      outstanding under a short-term overdraft facility assumed in the 
      Acquisition. 

Full Year 2025 Financial Results:

   -- Revenue of $1,300.5 million, an increase of $410.6 million, or 46%, 
      compared to $889.9 million in the prior year period primarily due to the 
      Acquisition. Results include net favorable foreign currency effects of 
      approximately $15.5 million. 
 
   -- Gross profit of $429.1 million, an increase of $237.0 million, or 123%, 
      compared to $192.1 million in the prior year period. Gross margin 
      increased to 33.0%, compared to 21.6% in the prior year period, primarily 
      reflecting the higher gross margin profile of the acquired business. 
 
   -- Ex-TAC gross profit of $529.7 million, an increase of $293.5 million, or 
      124%, compared to $236.1 million in the prior year period, primarily due 
      to the Acquisition. Our Ex-TAC gross margin increased to 40.7%, compared 
      to 26.5% in the prior year period, reflecting the higher margin profile 
      of the acquired business. 
 
   -- Net loss of $517.1 million, compared to a net loss of $0.7 million in the 
      prior year period. Net loss in the current period includes nonrecurring 
      pre-tax expenses of $352.1 million for a non-cash goodwill impairment, 
      $15.6 million for a non-cash impairment of intangible assets, $28.9 
      million of Acquisition and integration costs, $12.0 million of bridge 
      facility costs, and $15.3 million of restructuring charges, partially 
      offset by a $1.2 million pre-tax gain on repurchase of long-term debt. 
 
   -- Adjusted net loss of $31.7 million, compared to adjusted net income of 
      $4.1 million in the prior year period. 
 
   -- Adjusted EBITDA of $93.4 million, compared to Adjusted EBITDA of $37.3 
      million in the prior year period, including net unfavorable foreign 
      currency effects of approximately $4.4 million. 
 
   -- Generated net cash provided by operating activities of $7.6 million, 
      compared to net cash provided by operating activities of $68.6 million in 
      the prior year period. Adjusted free cash flow of $6.0 million, compared 
      to adjusted free cash flow of $55.3 million in the prior year period. 

2026 Full Year and First Quarter Guidance

The following forward-looking statements reflect our expectations for 2026.

For the first quarter ending March 31, 2026, we expect:

   -- Ex-TAC gross profit of $102 million to $106 million 
 
   -- Adjusted EBITDA of breakeven to $3 million 

For the full year ending December 31, 2026, we expect:

   -- Adjusted EBITDA of approximately $100 million 

The above measures are forward-looking non-GAAP financial measures for which a reconciliation to the most directly comparable GAAP financial measure is not available without unreasonable efforts. See "Non-GAAP Financial Measures" below. In addition, our guidance is subject to risks and uncertainties, as outlined below in this release.

Conference Call and Webcast Information

Teads will host an investor conference call this morning, Thursday, March 5 at 8:30 am ET. Interested parties are invited to listen to the conference call which can be accessed live by phone by dialing 1-877-497-9071 or for international callers, 1-201-689-8727. A replay will be available two hours after the call and can be accessed by dialing 1-877-660-6853, or for international callers, 1-201-612-7415. The passcode for the live call and the replay is 13757587. The replay will be available until March 19, 2026. Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investors Relations section of the Company's website at https://investors.teads.com. The online replay will be available for a limited time shortly following the call.

Non-GAAP Financial Measures

In addition to GAAP performance measures, we use the following supplemental non-GAAP financial measures to evaluate our business, measure our performance, identify trends, and allocate our resources: Ex-TAC gross profit, Ex-TAC gross margin, Adjusted EBITDA, free cash flow, adjusted free cash flow, adjusted net income (loss), and adjusted diluted EPS. These non-GAAP financial measures are defined and reconciled to the corresponding GAAP measures below. These non-GAAP financial measures are subject to significant limitations, including those we identify below. In addition, other companies in our industry may define these measures differently, which may reduce their usefulness as comparative measures. As a result, this information should be considered as supplemental in nature and is not meant as a substitute for revenue, gross profit, net income (loss), diluted EPS, or cash flows from operating activities presented in accordance with GAAP.

Because we are a global company, the comparability of our operating results is affected by foreign exchange fluctuations. We calculate certain constant currency measures and foreign currency impacts by translating the current year's reported amounts, excluding new acquisitions, into comparable amounts using the prior year's exchange rates. All constant currency financial information that may be presented is non-GAAP and should be used as a supplement to our reported operating results. We believe that this information is helpful to our management and investors to assess our operating performance on a comparable basis. However, these measures are not intended to replace amounts presented in accordance with GAAP and may be different from similar measures calculated by other companies.

The Company is also providing first quarter and full year guidance. These forward-looking non-GAAP financial measures are calculated based on internal forecasts that omit certain amounts that would be included in GAAP financial measures. The Company has not provided quantitative reconciliations of these forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measures because it is unable, without unreasonable effort, to predict with reasonable certainty the occurrence or amount of all excluded items that may arise during the forward-looking period, which can be dependent on future events that may not be reliably predicted. Such excluded items could be material to the reported results individually or in the aggregate.

Ex-TAC Gross Profit

Ex-TAC gross profit is a non-GAAP financial measure. Gross profit is the most comparable GAAP measure. In calculating Ex-TAC gross profit, we add back other cost of revenue to gross profit. Ex-TAC gross profit may fluctuate in the future due to various factors, including, but not limited to, seasonality and changes in the number of media partners and advertisers, advertiser demand or user engagements.

We present Ex-TAC gross profit, Ex-TAC gross margin (calculated as Ex-TAC gross profit as a percentage of revenue), and Adjusted EBITDA as a percentage of Ex-TAC gross profit, because they are key profitability measures used by our management and board of directors to understand and evaluate our operating performance and trends, develop short-term and long-term operational plans, and make strategic decisions regarding the allocation of capital. Accordingly, we believe that these measures provide information to investors and the market in understanding and evaluating our operating results in the same manner as our management and board of directors. There are limitations on the use of Ex-TAC gross profit in that traffic acquisition cost is a significant component of our total cost of revenue but not the only component and, by definition, Ex-TAC gross profit presented for any period will be higher than gross profit for that period. A potential limitation of this non-GAAP financial measure is that other companies, including companies in our industry, which have a similar business, may define Ex-TAC gross profit differently, which may make comparisons difficult. As a result, this information should be considered as supplemental in nature and is not meant as a substitute for revenue or gross profit presented in accordance with GAAP.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before gain on repurchase of long-term debt; interest expense; interest income and other income (expense), net; provision for income taxes; depreciation and amortization; stock-based compensation; and other income or expenses that we do not consider indicative of our core operating performance, including but not limited to, acquisition and integration costs, restructuring, and impairment charges. We present Adjusted EBITDA as a supplemental performance measure because it is a key profitability measure used by our management and board of directors to understand and evaluate our operating performance and trends, develop short-term and long-term operational plans and make strategic decisions regarding the allocation of capital, and we believe it facilitates operating performance comparisons from period to period.

We believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors. However, our calculation of Adjusted EBITDA is not necessarily comparable to non-GAAP information of other companies. Adjusted EBITDA should be considered as a supplemental measure and should not be considered in isolation or as a substitute for any measures of our financial performance that are calculated and reported in accordance with GAAP.

Adjusted Net Income (Loss) and Adjusted Diluted EPS

Adjusted net income (loss) is a non-GAAP financial measure, which is defined as net income (loss) excluding items that we do not consider indicative of our core operating performance, including but not limited to gain on repurchase of long-term debt, acquisition and integration costs, restructuring charges, impairment of intangible assets, goodwill impairment, bridge facility costs, valuation allowance recognition, as well as the related income tax effects. Adjusted net income (loss), as defined above, is also presented on a per diluted share basis. We present adjusted net income (loss) and adjusted diluted EPS as supplemental performance measures because we believe they facilitate performance comparisons from period to period. However, adjusted net income (loss) or adjusted diluted EPS should not be considered in isolation or as a substitute for net income (loss) or diluted earnings per share reported in accordance with GAAP.

Free Cash Flow

Free cash flow is defined as cash flow provided by (used in) operating activities, less capital expenditures and capitalized software development costs. Adjusted free cash flow is defined as free cash flow plus direct acquisition costs. Free cash flow and adjusted free cash flow are supplementary measures used by our management and board of directors to evaluate our ability to generate cash and we believe it allows for a more complete analysis of our available cash flows. Free cash flow and adjusted free cash flow should be considered as supplemental measures and should not be considered in isolation or as a substitute for any measures of our financial performance that are calculated and reported in accordance with GAAP.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements may include, without limitation, statements generally relating to possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives, and statements relating to the Acquisition, following which we changed our corporate name to Teads Holding Co. (hereinafter, together with its subsidiaries, the "Company" or "Teads"). You can generally identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "guidance," "outlook," "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.

We have based these forward-looking statements largely on our expectations and projections regarding future events and trends that we believe may affect our business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including, but not limited to: our ability to successfully integrate Outbrain and Legacy Teads or manage the combined business effectively; overall advertising demand and traffic generated by our media partners; our ability to continue to innovate, and adoption by our advertisers and media partners of our expanding solutions; the success of our sales and marketing investments, which may require significant investments and may involve long sales cycles; our ability to compete effectively against current and future competitors; the potential impact of artificial intelligence ("AI") on our industry, our ability to adapt to advancements in AI and the regulation of generative AI content within the context of the Open Internet and display advertising, and our need to invest in AI-based solutions; our ability to attract and retain customers, management and other key personnel; the volatility of the market price of our Common Stock and our ability to satisfy the continued listing requirements of The Nasdaq Stock Market LLC, including the potential adverse effects on market liquidity and share price if our Common Stock is delisted; our ability to grow our business and manage growth effectively; our ability to raise additional financing in the future to fund our operations or service our existing indebtedness; loss of media partners could have a significant impact on our revenue and results of operations; our ability to maintain the integrity of our platform and prevent invalid, low quality or other non-human traffic that does not meet ad quality standards, and the impact of such activity on our relationships with media partners and advertisers; the risk that our research and development efforts may not meet the demands of a rapidly evolving technology market; any failure of our recommendation engine to accurately predict attention or engagement, any deterioration in the quality of our recommendations or failure to present interesting content to users or other factors which may cause us to experience a decline in user engagement or loss of media partners; limits on our ability to collect, use and disclose data to deliver advertisements; our ability to extend our reach into evolving digital media platforms; our ability to maintain and scale our technology platform; our ability to meet demands on our infrastructure and resources due to future growth or otherwise; our ability to realize anticipated benefits and synergies of the Acquisition, including, among other things, operating efficiencies, revenue synergies and other cost savings; unexpected costs, charges or expenses resulting from the Acquisition; our internal controls over financial reporting may not meet the standard required by Section 404 of the Sarbanes-Oxley Act; factors that affect advertising demand and spending, such as the continuation or worsening of unfavorable economic or business conditions or downturns, instability or volatility in financial markets, tariffs and trade wars and other events or factors outside of our control, such as U.S. and global recession concerns, geopolitical concerns, including the ongoing war between Ukraine-Russia, the conflict involving Israel, the U.S. and Iran and surrounding nations, and conditions in Israel, Iran, the Middle East generally and Venezuela, supply chain issues, inflationary pressures, labor market volatility, bank closures or disruptions, the impact of challenging economic conditions, new or proposed legislation or other political and policy changes or uncertainties in the U.S., the impact of the U.S. government shutdown, and other factors that have and may further impact advertisers' ability to pay; conditions in Israel, including the conflict between Israel and Hamas and the sustainability of the related cease-fire, the conflict involving Israel, the U.S. and Iran and surrounding nations, as well as any conflicts with other terrorist organizations or any conflicts involving other countries; our ability to maintain our revenues or profitability despite quarterly fluctuations in our results, whether due to seasonality, large cyclical events, or other causes; the challenges of compliance with differing and changing regulatory requirements, particularly with respect to privacy and data protection; our failure or the failure of third parties to protect our sites, networks and systems against security breaches, or otherwise to protect the confidential information of us or our partners; outages or disruptions that impact us or our service providers, resulting from cyber incidents, or failures or loss of our infrastructure; significant fluctuations in currency exchange rates; political and regulatory risks in the various markets in which we operate; the outcome of legal proceedings, which we are subject to from time to time, including intellectual property, commercial and privacy disputes; the timing and execution of any cost-saving measures and the impact on our business or strategy; and the risks described in the section entitled "Risk Factors" and elsewhere in the Annual Report on Form 10-K filed for the year ended December 31, 2024, and in our subsequent reports filed with the Securities and Exchange Commission (the "SEC"), which are available on our website at https://investors.teads.com/ and on the SEC's website at www.sec.gov.

Accordingly, you should not rely upon forward-looking statements as an indication of future performance. We 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 press release relate only to events as of the date on which the statements are made. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We undertake no obligation and do 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.

About Teads

Teads Holding Co. ("Teads") (Nasdaq: TEAD) is a leading omnichannel advertising platform focused on driving outcomes for brand and performance advertisers across screens. With a focus on meaningful business outcomes for branding and performance objectives, Teads drives value by leveraging predictive AI technology to connect quality media, beautiful brand creative, and context-driven addressability and measurement. Teads is directly partnered with more than 10,000 publishers and 20,000 advertisers globally. The company is headquartered in New York, New York with a global team of around 1,700 people in 30+ countries.

For more information, visit www.teads.com.

Media Contact

press@teads.com

Investor Relations Contact

IR@teads.com

(332) 205-8999

 
 
                             TEADS HOLDING CO. 
               Condensed Consolidated Statements of Operations 
             (In thousands, except for share and per share data) 
 
                        Three Months Ended          Twelve Months Ended 
                           December 31,                 December 31, 
                    --------------------------  ---------------------------- 
                        2025          2024          2025          2024 
                                   ----------                  ---------- 
                                          (Unaudited) 
Revenue             $   352,236   $   234,586   $ 1,300,461   $   889,875 
Cost of revenue: 
   Traffic 
    acquisition 
    costs               200,407       166,247       770,799       653,731 
   Other cost of 
    revenue              31,439        12,277       100,610        44,042 
                     ----------    ----------    ----------    ---------- 
      Total cost 
       of revenue       231,846       178,524       871,409       697,773 
Gross profit            120,390        56,062       429,052       192,102 
Operating 
expenses: 
   Research and 
    development           5,547         9,434        43,554        37,010 
   Sales and 
    marketing            75,269        25,736       277,340        96,931 
   General and 
    administrative       27,810        18,357       124,145        70,057 
   Impairment of 
   intangible 
   assets                    --            --        15,614            -- 
   Goodwill 
    impairment          352,130            --       352,130            -- 
   Restructuring 
    charges               5,678            --        15,288           742 
                     ----------    ----------    ----------    ---------- 
      Total 
       operating 
       expenses         466,434        53,527       828,071       204,740 
                     ----------    ----------    ----------    ---------- 
(Loss) income from 
 operations            (346,044)        2,535      (399,019)      (12,638) 
Other income 
(expense): 
   Gain on 
    repurchase of 
    long-term 
    debt                     --            --         1,225         8,782 
   Interest 
    expense             (17,403)         (699)      (75,135)       (3,649) 
   Other (expense) 
    income and 
    interest 
    income, net          (1,771)        1,522        (4,755)        9,209 
                     ----------    ----------    ----------    ---------- 
   Total other 
    (expense) 
    income, net         (19,174)          823       (78,665)       14,342 
                     ----------    ----------    ----------    ---------- 
(Loss) income 
 before income 
 taxes                 (365,218)        3,358      (477,684)        1,704 
Provision for 
 income taxes            63,006         3,525        39,386         2,415 
                     ----------    ----------    ----------    ---------- 
Net loss            $  (428,224)  $      (167)  $  (517,070)  $      (711) 
                     ==========    ==========    ==========    ========== 
 
Weighted average 
shares 
outstanding: 
   Basic             95,620,706    49,767,704    90,855,702    49,321,301 
   Diluted           95,620,706    49,767,704    90,855,702    52,709,356 
 
Net loss per 
common share: 
   Basic            $     (4.48)  $      0.00   $     (5.69)  $     (0.01) 
   Diluted          $     (4.48)  $      0.00   $     (5.69)  $     (0.11) 
 
 
 
                            TEADS HOLDING CO. 
                   Condensed Consolidated Balance Sheets 
            (In thousands, except for number of shares and par 
                                  value) 
 
                                           December 31,     December 31, 
                                               2025             2024 
                                          --------------  ---------------- 
                                           (Unaudited) 
ASSETS: 
Current assets: 
   Cash and cash equivalents               $    128,223    $     89,094 
   Short-term investments in marketable 
    securities                                   10,476          77,035 
   Accounts receivable, net of 
    allowances                                  342,352         149,167 
   Prepaid expenses and other current 
    assets                                       49,347          27,835 
                                              ---------       --------- 
      Total current assets                      530,398         343,131 
Non-current assets: 
   Property, equipment and capitalized 
    software, net                                50,998          45,250 
   Operating lease right-of-use assets, 
    net                                          28,810          15,047 
   Intangible assets, net                       376,578          16,928 
   Goodwill                                     280,991          63,063 
   Deferred tax assets                           10,485          40,825 
   Indemnification asset                         27,789              -- 
   Other assets                                  21,925          24,969 
                                              ---------       --------- 
TOTAL ASSETS                               $  1,327,974    $    549,213 
                                              =========       ========= 
 
LIABILITIES AND STOCKHOLDERS' EQUITY: 
Current liabilities: 
   Accounts payable                        $    258,634    $    206,920 
   Accrued compensation and benefits             40,192          19,430 
   Deferred revenue                              14,930           6,932 
   Short-term debt                               17,595              -- 
   Accrued and other current liabilities        152,710          56,189 
                                              ---------       --------- 
      Total current liabilities                 484,061         289,471 
Non-current liabilities: 
   Long-term debt                               605,113              -- 
   Operating lease liabilities, 
    non-current                                  21,674          11,783 
   Deferred tax liabilities                      73,101           1,554 
   Contingent tax liabilities                    35,078           9,343 
   Other liabilities                             13,510           5,719 
                                              ---------       --------- 
TOTAL LIABILITIES                          $  1,232,537    $    317,870 
                                              ---------       --------- 
 
STOCKHOLDERS' EQUITY: 
   Common stock, par value of $0.001 per 
    share - one billion shares 
    authorized; 96,171,331 shares issued 
    and 95,980,437 shares outstanding as 
    of December 31, 2025; 63,503,274 
    shares issued and 50,090,114 shares 
    outstanding as of December 31, 2024              96              64 
   Preferred stock, par value of $0.001 
   per share - 100,000,000 shares 
   authorized, none issued and 
   outstanding as of December 31, 2025 
   and December 31, 2024                             --              -- 
   Additional paid-in capital                   685,778         484,541 
   Treasury stock, at cost - 190,894 
    shares as of December 31, 2025 and 
    13,413,160 shares as of December 31, 
    2024                                           (533)        (74,289) 
   Accumulated other comprehensive 
    income (loss)                                96,659          (9,480) 
   Accumulated deficit                         (686,563)       (169,493) 
                                              ---------       --------- 
TOTAL STOCKHOLDERS' EQUITY                       95,437         231,343 
                                              ---------       --------- 
TOTAL LIABILITIES AND STOCKHOLDERS' 
 EQUITY                                    $  1,327,974    $    549,213 
                                              =========       ========= 
 
 
 
                        TEADS HOLDING CO. 
          Condensed Consolidated Statements of Cash Flows 
                          (In thousands) 
 
                    Three Months Ended      Twelve Months Ended 
                       December 31,             December 31, 
                                          ------------------------ 
                      2025       2024        2025        2024 
                    --------    -------                -------- 
                                     (Unaudited) 
CASH FLOWS FROM 
OPERATING 
ACTIVITIES: 
Net loss           $(428,224)  $   (167)  $(517,070)  $    (711) 
Adjustments to 
reconcile net 
loss to net cash 
provided by 
operating 
activities: 
   Gain on 
    repurchase of 
    long-term 
    debt                  --         --      (1,225)     (8,782) 
   Depreciation 
    and 
    amortization 
    of property 
    and 
    equipment          2,445      1,658       9,208       6,312 
   Amortization 
    of 
    capitalized 
    software 
    development 
    costs              2,237      2,477       9,278       9,758 
   Amortization 
    of intangible 
    assets            13,331        850      48,234       3,409 
   Amortization 
    of discount 
    on marketable 
    securities          (175)      (396)       (959)     (2,235) 
   Stock-based 
    compensation       3,338      3,974      13,710      15,461 
   Non-cash 
    operating 
    lease 
    expense            3,067      1,305      11,242       5,130 
   Provision for 
    credit 
    losses             2,171         55       7,785       3,006 
   Amortization 
    of debt 
    issuance 
    costs              1,284         --      16,621          -- 
   Deferred 
    income taxes      70,274       (664)     27,565      (5,095) 
   Impairment of 
    goodwill and 
    intangible 
    assets           352,130         --     367,744          -- 
   Unrealized 
    foreign 
    currency 
    transaction 
    losses 
    (gains)            1,661     (1,063)      8,338      (2,117) 
   Other                   8      1,728          33       2,164 
Changes in 
operating assets 
and liabilities: 
   Accounts 
    receivable       (31,898)     4,471      25,929      35,905 
   Prepaid 
    expenses and 
    other current 
    assets               462      9,291      17,325      18,412 
   Accounts 
    payable and 
    other current 
    liabilities       23,017     18,867     (21,990)    (11,696) 
   Operating 
    lease 
    liabilities       (3,249)    (1,223)    (11,694)     (5,092) 
   Deferred 
    revenue            4,575        555         633      (1,496) 
   Other 
    non-current 
    assets and 
    liabilities       (9,192)       945      (3,101)      6,228 
                    --------    -------    --------    -------- 
      Net cash 
       provided 
       by 
       operating 
       activities      7,262     42,663       7,606      68,561 
                    --------    -------    --------    -------- 
 
CASH FLOWS FROM 
INVESTING 
ACTIVITIES: 
   Acquisition of 
    a business, 
    net of cash 
    acquired              --         --    (598,319)       (181) 
   Purchases of 
    property and 
    equipment           (755)    (2,712)     (5,608)     (7,380) 
   Capitalized 
    software 
    development 
    costs             (5,128)    (2,321)    (17,148)     (9,913) 
   Purchases of 
    marketable 
    securities        (6,921)   (34,436)    (23,524)    (90,602) 
   Proceeds from 
    sales and 
    maturities of 
    marketable 
    securities         4,000     31,068      90,471     175,325 
   Other                  --        (15)        (56)        (96) 
                    --------    -------    --------    -------- 
      Net cash 
       (used in) 
       provided 
       by 
       investing 
       activities     (8,804)    (8,416)   (554,184)     67,153 
                    --------    -------    --------    -------- 
 
CASH FLOWS FROM 
FINANCING 
ACTIVITIES: 
   Proceeds from 
   the Bridge 
   Facility               --         --     625,000          -- 
   Repayments of 
    borrowings 
    under the 
    Bridge 
    Facility              --         --    (625,000)         -- 
   Proceeds from 
   senior secured 
   notes                  --         --     625,305          -- 
   Partial 
    repayment of 
    long-term 
    debt                  --         --      (7,674)   (109,740) 
   Payment of 
    deferred 
    financing 
    costs                 --       (598)    (30,969)     (1,099) 
   Payment of 
    stock 
    issuance 
    costs                 --         --        (775)         -- 
   Treasury stock 
    repurchases 
    and share 
    withholdings 
    on vested 
    awards                (7)      (210)       (646)     (6,600) 
   Principal 
    payments on 
    finance lease 
    obligations           --         --          --        (263) 
   Proceeds from 
    bank 
    overdrafts, 
    net                  (16)        --          94          -- 
                    --------    -------    --------    -------- 
      Net cash 
       (used in) 
       provided 
       by 
       financing 
       activities        (23)      (808)    585,335    (117,702) 
                    --------    -------    --------    -------- 
      Effect of 
       exchange 
       rate 
       changes          (616)    (1,400)      1,218         634 
                    --------    -------    --------    -------- 
Net (decrease) 
 increase in 
 cash, cash 
 equivalents and 
 restricted cash   $  (2,181)  $ 32,039   $  39,975   $  18,646 
Cash, cash 
 equivalents and 
 restricted cash 
 -- Beginning        131,881     57,686      89,725      71,079 
                    --------    -------    --------    -------- 
Cash, cash 
 equivalents and 
 restricted cash 
 -- Ending         $ 129,700   $ 89,725   $ 129,700   $  89,725 
                    ========    =======    ========    ======== 
 
 
 
                             TEADS HOLDING CO. 
                          Non-GAAP Reconciliations 
                               (In thousands) 
                                (Unaudited) 
 
The following table presents the reconciliation of 
 Gross profit to Ex-TAC gross profit and Ex-TAC gross 
 margin, for the periods presented: 
 
                Three Months Ended December    Twelve Months EndedDecember 
                            31,                            31, 
                ----------------------------  ----------------------------- 
                   2025           2024           2025            2024 
                                --------                       -------- 
Revenue         $ 352,236      $ 234,586      $1,300,461      $ 889,875 
Traffic 
 acquisition 
 costs           (200,407)      (166,247)       (770,799)      (653,731) 
Other cost of 
 revenue          (31,439)       (12,277)       (100,610)       (44,042) 
                 --------       --------       ---------       -------- 
   Gross 
    profit        120,390         56,062         429,052        192,102 
Other cost of 
 revenue           31,439         12,277         100,610         44,042 
                 --------       --------       ---------       -------- 
   Ex-TAC 
    gross 
    profit      $ 151,829      $  68,339      $  529,662      $ 236,144 
                 ========       ========       =========       ======== 
 
Gross margin 
 (gross profit 
 as % of 
 revenue)            34.2%          23.9%           33.0%          21.6% 
Ex-TAC gross 
 margin 
 (Ex-TAC gross 
 profit as % 
 of revenue)         43.1%          29.1%           40.7%          26.5% 
 

The following table presents the reconciliation of net loss to Adjusted EBITDA, for the periods presented:

 
                   Three Months Ended December      Twelve Months Ended 
                               31,                     December 31, 
                   ---------------------------  --------------------------- 
                      2025          2024           2025          2024 
                                   ------  ---                  ------  --- 
Net loss           $(428,224)     $  (167)      $(517,070)     $  (711) 
   Gain on 
    repurchase of 
    long-term 
    debt                  --           --          (1,225)      (8,782) 
   Interest 
    expense           17,403          699          75,135        3,649 
   Other expense 
    (income) and 
    interest 
    income, net        1,771       (1,522)          4,755       (9,209) 
   Provision for 
    income taxes      63,006        3,525          39,386        2,415 
   Depreciation 
    and 
    amortization      18,013        4,985          66,720       19,479 
   Stock-based 
    compensation       3,338        3,974          13,710       15,461 
   Acquisition 
    and 
    integration 
    costs              3,423        5,469          28,931       14,256 
   Restructuring 
    charges            5,678           --          15,288          742 
   Impairment of 
   intangible 
   assets                 --           --          15,614           -- 
   Goodwill 
    impairment       352,130           --         352,130           -- 
                    --------       ------  ---   --------       ------  --- 
Adjusted EBITDA    $  36,538      $16,963       $  93,374      $37,300 
                    ========       ======  ===   ========       ======  === 
 
Net loss as % of 
 gross profit         (355.7)%       (0.3)%        (120.5)%       (0.4)% 
Adjusted EBITDA 
 as % of Ex-TAC 
 Gross Profit           24.1%        24.8%           17.6%        15.8% 
 
 
 
                             TEADS HOLDING CO. 
                          Non-GAAP Reconciliations 
                               (In thousands) 
                                 (Unaudited) 
 
The following table presents the reconciliation of 
 net loss and diluted EPS to adjusted net income (loss) 
 and adjusted diluted EPS, respectively, for the periods 
 presented: 
 
                        Three Months Ended      Twelve Months Ended December 
                           December 31,                     31, 
                    --------------------------  ---------------------------- 
                        2025          2024          2025          2024 
                                   ----------                  ---------- 
Net loss            $  (428,224)  $      (167)  $  (517,070)  $      (711) 
Adjustments: 
   Acquisition and 
    integration 
    costs                 3,423         5,469        28,931        14,256 
   Restructuring 
    charges               5,678            --        15,288           742 
   Goodwill 
    impairment          352,130            --       352,130            -- 
   Impairment of 
   intangible 
   assets                    --            --        15,614            -- 
   Gain on 
    repurchase of 
    long-term 
    debt                     --            --        (1,225)       (8,782) 
   Bridge facility 
   costs                     --            --        11,996            -- 
                     ----------    ----------    ----------    ---------- 
Total adjustments, 
 before tax             361,231         5,469       422,734         6,216 
   Valuation 
    allowance 
    recognition(1)       76,082            --        76,082            -- 
   Income tax 
    effect                  423        (1,844)      (13,461)       (1,438) 
                     ----------    ----------    ----------    ---------- 
Total adjustments, 
 after tax              437,736         3,625       485,355         4,778 
                     ----------    ----------    ----------    ---------- 
Adjusted net 
 income (loss)      $     9,512   $     3,458   $   (31,715)  $     4,067 
                     ==========    ==========    ==========    ========== 
 
Diluted weighted 
 average shares      95,620,706    49,767,704    90,855,702    49,321,301 
Restricted stock 
 units                    6,646       793,713            --       519,729 
Performance stock 
units                    25,223            --            --            -- 
                     ----------    ----------    ----------    ---------- 
Adjusted diluted 
 weight average 
 shares              95,652,575    50,561,417    90,855,702    49,841,030 
                     ==========    ==========    ==========    ========== 
 
Diluted net loss 
 per share - 
 reported           $     (4.48)  $        --   $     (5.69)  $     (0.11) 
   Adjustments, 
    after tax              4.58          0.07          5.34          0.19 
                     ----------    ----------    ----------    ---------- 
Diluted net income 
 (loss) per share 
 - adjusted         $      0.10   $      0.07   $     (0.35)  $      0.08 
                     ==========    ==========    ==========    ========== 
 

(1) Reflects a significant one-time tax expense due to a recognition of valuation allowance on U.S. net deferred tax assets.

The following table presents the reconciliation of net cash provided by operating activities to free cash flow, for the periods presented:

 
                 Three Months Ended   Twelve Months Ended 
                    December 31,         December 31, 
                 ------------------  --------------------- 
                   2025      2024      2025       2024 
                            ------               ------ 
Net cash 
 provided by 
 operating 
 activities      $ 7,262   $42,663   $  7,606   $68,561 
   Purchases of 
    property 
    and 
    equipment       (755)   (2,712)    (5,608)   (7,380) 
   Capitalized 
    software 
    development 
    costs         (5,128)   (2,321)   (17,148)   (9,913) 
                  ------    ------    -------    ------ 
Free cash flow     1,379    37,630    (15,150)   51,268 
   Direct 
    acquisition 
    costs          1,201     3,077     21,119     3,991 
                  ------    ------    -------    ------ 
Adjusted free 
 cash flow       $ 2,580   $40,707   $  5,969   $55,259 
                  ======    ======    =======    ====== 
 

(END) Dow Jones Newswires

March 05, 2026 06:30 ET (11:30 GMT)

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