Outbrain (OB) - 2025 Q2 - Quarterly Report

Part I - Financial Information This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements This section presents the company's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income (loss), stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, the impact of the Teads acquisition, restructuring activities, and other financial components for the periods ended June 30, 2025, and December 31, 2024 Condensed Consolidated Balance Sheets This section presents the company's financial position, including assets, liabilities, and stockholders' equity at specific dates Condensed Consolidated Balance Sheet Highlights (In thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | ASSETS: | | | | Total current assets | $551,310 | $343,131 | | Total assets | $1,774,913 | $549,213 | | LIABILITIES AND STOCKHOLDERS' EQUITY: | | | | Total current liabilities | $502,613 | $289,471 | | Long-term debt | $602,962 | $— | | Total liabilities | $1,242,951 | $317,870 | | Total stockholders' equity | $531,962 | $231,343 | - Goodwill significantly increased to $633,247 thousand as of June 30, 2025, from $63,063 thousand as of December 31, 2024, primarily due to the Teads acquisition[14] - Intangible assets, net, rose to $403,438 thousand as of June 30, 2025, from $16,928 thousand as of December 31, 2024, reflecting assets acquired in the Teads transaction[14] Condensed Consolidated Statements of Operations This section details the company's revenues, expenses, and net loss over specific reporting periods Condensed Consolidated Statements of Operations Highlights (In thousands, except per share data) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $343,096 | $214,148 | $629,453 | $431,112 | | Gross profit | $120,264 | $45,576 | $202,914 | $87,171 | | Loss from operations | $(2,259) | $(5,627) | $(46,695) | $(12,224) | | Net loss | $(14,313) | $(2,199) | $(69,156) | $(7,240) | | Basic Net loss per common share | $(0.15) | $(0.04) | $(0.80) | $(0.15) | - Revenue increased by 60.2% for the three months ended June 30, 2025, and by 46.0% for the six months ended June 30, 2025, compared to the prior year periods[16] - Net loss significantly increased for both the three and six months ended June 30, 2025, primarily due to increased operating expenses and interest expense following the acquisition[16] Condensed Consolidated Statements of Comprehensive Income (Loss) This section reports net loss and other comprehensive income or loss components, such as foreign currency translation adjustments Condensed Consolidated Statements of Comprehensive Income (Loss) Highlights (In thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(14,313) | $(2,199) | $(69,156) | $(7,240) | | Foreign currency translation adjustments | $67,780 | $(1,143) | $102,043 | $(1,045) | | Comprehensive income (loss) | $53,473 | $(3,406) | $32,817 | $(8,595) | - The company reported a significant positive foreign currency translation adjustment of $102,043 thousand for the six months ended June 30, 2025, contributing to comprehensive income[19] Condensed Consolidated Statements of Stockholders' Equity This section outlines changes in the company's equity accounts, including common stock, additional paid-in capital, and accumulated deficit - The acquisition of Teads resulted in the issuance of 30,320,161 common shares and the reissuance of 13,429,839 treasury shares, significantly increasing additional paid-in capital by $186,864 thousand[22] - Accumulated other comprehensive income (loss) shifted from a loss of $(9,480) thousand at January 1, 2025, to an income of $92,493 thousand by June 30, 2025, primarily due to other comprehensive income[22] - Net loss for the six months ended June 30, 2025, was $(54,843) thousand, contributing to an accumulated deficit of $(238,649) thousand[22] Condensed Consolidated Statements of Cash Flows This section summarizes the cash inflows and outflows from operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows Highlights (In thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $24,078 | $12,236 | | Net cash used in investing activities | $(548,869) | $(759) | | Net cash provided by (used in) financing activities | $585,553 | $(6,485) | | Net increase in cash, cash equivalents and restricted cash | $60,909 | $4,600 | | Cash, cash equivalents and restricted cash — Ending | $150,634 | $75,679 | - Investing activities saw a significant outflow of $(548,869) thousand for the six months ended June 30, 2025, primarily due to the $598,319 thousand cash consideration paid for the Teads acquisition[24] - Financing activities generated $585,553 thousand for the six months ended June 30, 2025, driven by proceeds from senior secured notes ($625,305 thousand) to repay the Bridge Facility[24] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements 1. Organization, Description of Business and Summary of Significant Accounting Policies This section details the company's business, recent name change, and significant accounting policies - Outbrain Inc. changed its corporate name to Teads Holding Co. on June 6, 2025, following the acquisition of Legacy Teads in February 2025[30] - The company operates as a leading omnichannel advertising platform for the Open Internet, leveraging predictive AI technology to drive outcomes for marketers[30][31] - Revenue is generated from advertisers through various pricing models (CPC, CPM, CPV) and recognized when an action associated with an advertisement occurs[31][40] 2. Acquisition This section details the acquisition of Legacy Teads, including consideration, purchase price allocation, and financial contributions - The acquisition of Legacy Teads was completed on February 3, 2025, for approximately $0.9 billion, comprising $625 million in cash and 43.75 million shares of Common Stock[56][179] Preliminary Purchase Price Allocation (In thousands) | Asset/Liability | Preliminary Purchase Price Allocation (As Adjusted) | | :-------------------------------- | :------------------------------------------------ | | Total assets acquired | $687,455 | | Total liabilities assumed | $305,151 | | Net assets acquired | $382,304 | | Goodwill | $502,582 | | Total consideration | $884,886 | - The Legacy Teads business contributed $139.1 million in revenue and a net loss of $14.5 million for the three months ended June 30, 2025[64] 3. Restructuring This section describes the restructuring plan, workforce reduction, and associated charges following the acquisition - A restructuring plan was announced on February 3, 2025, involving a workforce reduction of approximately 15% to streamline operations post-acquisition[66] - Estimated charges for the plan range from $14 million to $20 million, with $10 million to $12 million expected in 2025[66] Restructuring Charges (Six Months Ended June 30, 2025, In thousands) | Category | Amount | | :---------------------- | :----- | | Severance and related costs | $8,272 | | Legal costs | $681 | | Total restructuring charges | $8,953 | 4. Investments in Marketable Securities This section provides details on the company's cash equivalents and marketable securities, including fair value and maturity Cash Equivalents and Investments (In thousands) | Category | June 30, 2025 (Fair Value) | December 31, 2024 (Fair Value) | | :-------------------- | :------------------------- | :----------------------------- | | Money market funds | $26,789 | $30,754 | | U.S. Treasuries | $3,737 | $35,145 | | U.S. Government bonds | $4,095 | $5,484 | | Commercial paper | $9,946 | $11,943 | | U.S. Corporate bonds | $5,008 | $42,589 | | Total | $49,575 | $125,915 | - All of the company's available-for-sale securities with a fair value of $49.6 million mature within one year as of June 30, 2025[76] 5. Goodwill and Intangible Assets This section discusses changes in goodwill and intangible assets, primarily due to the Teads acquisition and impairment charges - Goodwill increased from $63,063 thousand at December 31, 2024, to $633,247 thousand at June 30, 2025, primarily due to the $502,582 thousand recognized from the Teads acquisition[77] Intangible Assets, Net (June 30, 2025, In thousands) | Category | Net Carrying Value | | :-------------------- | :----------------- | | Developed technology | $76,527 | | Customer relationships | $248,075 | | Publisher relationships | $53,089 | | Trade names | $25,186 | | Other | $561 | | Total | $403,438 | - An impairment charge of $15,108 thousand was recorded for intangible assets related to the discontinued vi video product offering during the six months ended June 30, 2025[80] 6. Balance Sheet Components This section presents detailed breakdowns of specific balance sheet accounts like accounts receivable and current liabilities Accounts Receivable and Allowance for Credit Losses (In thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | Accounts receivable | $343,898 | $155,089 | | Allowance for credit losses | $(6,216) | $(5,922) | | Accounts receivable, net | $337,682 | $149,167 | Prepaid Expenses and Other Current Assets (In thousands) | Category | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | Prepaid taxes | $20,162 | $9,247 | | Prepaid traffic acquisition costs | $9,109 | $11,379 | | Prepaid software licenses | $4,644 | $2,233 | | Other prepaid expenses and other current assets | $13,571 | $4,976 | | Total | $47,486 | $27,835 | - Accrued and other current liabilities increased to $140,597 thousand as of June 30, 2025, from $56,189 thousand at December 31, 2024, with accrued agency commissions being the largest component[86] 7. Fair Value Measurements This section explains the fair value hierarchy for financial assets and liabilities and details impairment charges Fair Value of Financial Assets (June 30, 2025, In thousands) | Category | Level I | Level II | Level III | Total | | :-------------------------------- | :------ | :------- | :-------- | :------ | | Cash equivalents and investments | $26,789 | $22,786 | $— | $49,575 | | Restricted time deposit | $— | $1,185 | $— | $1,185 | | Severance pay fund deposits | $— | $5,310 | $— | $5,310 | | Foreign currency forward contract | $— | $1,530 | $— | $1,530 | | Total financial assets | $26,789 | $30,811 | $— | $57,600 | - The fair value of the 10% Senior Secured Notes was estimated at $497,084 thousand as of June 30, 2025, compared to a carrying value of $602,962 thousand[96] - Impairment charges totaling $15.5 million were recorded for long-lived assets and capitalized software related to the discontinued vi video product offering, and $0.1 million for an exited office location[98] 8. Leases This section outlines the company's operating lease assets, liabilities, and associated costs, including acquired leases Operating Lease Assets and Liabilities (In thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :------------ | :------------------ | | Operating lease right-of-use assets, net | $26,315 | $15,047 | | Operating lease liabilities, non-current | $19,619 | $11,783 | - Total lease cost for the six months ended June 30, 2025, was $6,433 thousand, an increase from $3,156 thousand in the prior year, reflecting the impact of acquired leases[102] - The weighted-average remaining lease term for operating leases as of June 30, 2025, was 3.63 years, with a weighted-average discount rate of 9.86%[102] 9. Debt Obligations This section details the company's debt structure, including Senior Secured Notes, their issuance, and repayment of the Bridge Facility Debt Obligations (June 30, 2025, In thousands) | Debt Type | Amount | | :-------------------------- | :----- | | 10% Senior Secured Notes | $628,226 | | Debt discount | $(11,329) | | Unamortized debt issuance costs | $(13,935) | | Total long-term debt | $602,962 | | Short-term debt (€15 million) | $17,562 | | Total debt | $620,524 | - The company issued $637.5 million in 10% Senior Secured Notes due 2030 on February 11, 2025, and subsequently repurchased $9.3 million principal amount for $8.0 million cash, realizing a $1.2 million gain[106][107] - The $625 million Bridge Facility, used to finance the Teads acquisition, was fully repaid and cancelled on February 11, 2025, using proceeds from the Senior Secured Notes[109][117] 10. Income Taxes This section discusses the company's effective tax rates and the potential impact of recent tax law changes Effective Tax Rates | Period | 2025 | 2024 | | :-------------------- | :----- | :----- | | Three Months Ended June 30, | 28.7% | 36.3% | | Six Months Ended June 30, | 21.5% | 24.4% | - The effective tax rate for the three months ended June 30, 2025, was higher than the U.S. federal statutory rate due to increased profitability concentration in lower-tax jurisdictions, partially offset by uncertain tax positions and pre-tax loss[131] - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, amending U.S. tax law, and the company is evaluating its impact on financial statements[132] 11. Commitments and Contingencies This section addresses potential legal proceedings and indemnification assets related to pre-acquisition tax matters - The company is not currently a party to any material legal proceedings[133] - An indemnification asset and corresponding liability of $26.4 million were recorded related to pre-acquisition tax matters, for which Altice Teads provides an indemnity[134] 12. Stockholders' Equity This section details changes in stockholders' equity, including share issuance for the Teads acquisition and share repurchase activities - As part of the Teads acquisition, 30,320,161 new Common Stock shares were issued, and 13,429,839 Treasury Stock shares were reissued at $6.01 per share[136] - The remaining availability under the $30 million share repurchase program was $6.6 million as of June 30, 2025[138] - During the six months ended June 30, 2025, 143,108 shares with a fair value of $0.6 million were withheld to satisfy employee tax withholding obligations[140] 13. Stock-based Compensation This section reports stock-based compensation expense and details various equity awards granted to employees Stock-based Compensation Expense (In thousands) | Category | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :-------------------------- | :------------------------------- | :----------------------------- | | Research and development | $658 | $1,259 | | Sales and marketing | $1,512 | $2,557 | | General and administrative | $1,620 | $2,915 | | Total stock-based compensation | $3,790 | $6,731 | - During the six months ended June 30, 2025, the company granted 6,796,762 service-based RSUs and 1,272,848 PSUs (721,424 financial/operational and 551,424 market-based)[145][146][150][154] - Remaining unrecognized stock-based compensation expense was approximately $29.2 million for unvested RSUs and $4.3 million for unvested PSUs as of June 30, 2025[144] 14. Defined Benefit Plans This section describes the acquired defined benefit plans and their associated net liabilities and periodic benefit costs - The company acquired defined benefit plans in two international locations with net liabilities of $6.1 million as of June 30, 2025[158][159] - The total net periodic benefit cost for the six months ended June 30, 2025, was $395 thousand[160] 15. Net Loss per Common Share This section presents basic and diluted net loss per common share, highlighting the impact of increased shares outstanding Net Loss per Common Share | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Basic Net loss per share | $(0.15) | $(0.04) | $(0.80) | $(0.15) | | Diluted Net loss per share | $(0.15) | $(0.04) | $(0.80) | $(0.15) | - Weighted-average shares outstanding for basic and diluted calculations significantly increased for the six months ended June 30, 2025, to 86,269,441 from 49,093,515 in the prior year, primarily due to the Teads acquisition[162] - A total of 7,037,797 weighted-average shares were excluded from the diluted net loss per share calculation for the six months ended June 30, 2025, as they were anti-dilutive[164] 16. Segment and Geographic Information This section provides information on the company's single operating segment and revenue and long-lived assets by geographic region - The company operates as a single operating and reporting segment, with the CEO reviewing performance and allocating resources on a consolidated basis[165][166] Revenue by Advertiser Geographic Location (Six Months Ended June 30, 2025, In thousands) | Region | Revenue | | :-------------------------------- | :------ | | The Americas | $194,384 | | EMEA (Europe, the Middle East and Africa) | $367,933 | | Asia | $67,136 | | Total revenue | $629,453 | Long-Lived Assets by Geographic Location (June 30, 2025, In thousands) | Region | Amount | | :-------------------------------- | :----- | | The Americas | $48,815 | | EMEA (Europe, the Middle East and Africa) | $22,216 | | Asia | $3,549 | | Total long-lived assets, net | $74,580 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the company's financial condition and results of operations, highlighting the impact of the Teads acquisition, recent financial performance, key business drivers, and the use of non-GAAP financial measures Business Overview This section provides an overview of the company's strategic positioning as an omnichannel advertising platform after the Teads acquisition - Outbrain Inc. completed the acquisition of Legacy Teads on February 3, 2025, and subsequently changed its corporate name to Teads Holding Co. on June 6, 2025[173] - The company is now positioned as an omnichannel outcomes platform for the Open Internet, leveraging predictive AI technology to connect quality media, brand creative, and context-driven addressability[175] - The platform operates a two-sided marketplace, serving global advertisers (including Fortune 500 brands) and media owners (from premium publishers to CTV platforms), with a focus on driving full-funnel results[176][177] Recent Developments This section highlights key financial performance, the Teads acquisition, restructuring, impairment charges, and macroeconomic risks Key Financial Highlights (In millions) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | | Revenue | $343.1 | $214.1 | | Gross profit | $120.3 | $45.6 | | Net loss | $(14.3) | $(2.2) | | Adjusted EBITDA | $27.0 | $7.4 | - The Teads acquisition, completed on February 3, 2025, for approximately $0.9 billion, combined offerings to create one of the largest Open Internet advertising platforms[179] - A restructuring plan initiated in February 2025, involving a ~15% workforce reduction, is expected to incur $14-20 million in charges, with $1.7 million recorded in Q2 2025[182][183] - Impairment charges of $15.5 million were recorded for the discontinued vi video product offering due to post-merger integration[191] - Ongoing military conflicts in Israel and regional instability, along with global macroeconomic conditions (inflation, interest rates), continue to pose risks to advertising demand and business operations[192][193][195] Factors Affecting Our Business This section discusses key business drivers, growth strategies, and industry dynamics impacting the company's operations - The company focuses on advertiser retention and growth by enhancing its platform with AI to automate tasks, improve creative performance, and expand into full-funnel marketing[196][197] - User engagement is driven by the AI prediction engine, which matches consumers with relevant editorial and advertiser experiences, leading to improved monetization and data collection[200][201] - Expansion into new environments (CTV, pre-installed apps, gaming) and new ad formats (Moments, Connected Ads) is a key growth strategy, leveraging AI prediction technology[205][206][207][208] - Industry dynamics, including the proliferation of generative AI tools (potentially reducing direct user traffic to publishers) and evolving user privacy regulations, are significant factors impacting the business[214][215] Definitions of Financial and Performance Measures This section defines key financial metrics and operating expenses used in the company's financial reporting - Revenue is generated from advertisers based on actions like clicks, impressions, or completed video views, with pricing models including CPC, CPM, or CPV[218][220] - Traffic Acquisition Costs (TAC) are amounts owed to media partners for inventory, based on contractual revenue share, CPM, or guaranteed rates[221] - Operating expenses include Research and Development, Sales and Marketing, General and Administrative, Impairment Charges (e.g., vi video product), and Restructuring Charges (e.g., workforce reduction)[223][224][225][226][227][228] Results of Operations This section analyzes the company's revenue, gross profit, operating expenses, and net loss performance for the reporting periods Revenue and Gross Profit Performance (In thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenue | $343,096 | $214,148 | $629,453 | $431,112 | | Revenue (constant currency) | $337,696 | $214,148 | $626,553 | $431,112 | | Traffic acquisition costs | $198,927 | $158,191 | $382,162 | $323,001 | | Gross profit | $120,264 | $45,576 | $202,914 | $87,171 | - Revenue growth for both periods was primarily driven by incremental revenues from the Teads acquisition ($139.1 million for 3M, $219.4 million for 6M), partially offset by lower revenues from the legacy Outbrain business[238] - Operating expenses increased significantly (139.3% for 3M, 151.1% for 6M) due to the acquisition, including integration costs, $15.6 million in impairment charges (vi business), and $9.0 million in restructuring charges[245][246][250][251] - Interest expense surged to $17.5 million (3M) and $40.6 million (6M) in 2025, primarily due to interest on the new Senior Secured Notes and fees related to the Bridge Facility[255][256] Non-GAAP Reconciliations This section reconciles non-GAAP financial measures such as Ex-TAC Gross Profit, Adjusted EBITDA, and Free Cash Flow to their GAAP equivalents Ex-TAC Gross Profit (In thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Gross profit | $120,264 | $45,576 | $202,914 | $87,171 | | Other cost of revenue | $23,905 | $10,381 | $44,377 | $20,940 | | Ex-TAC Gross Profit | $144,169 | $55,957 | $247,291 | $108,111 | Adjusted EBITDA (In thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(14,313) | $(2,199) | $(69,156) | $(7,240) | | Adjustments (selected) | $41,289 | $9,608 | $106,821 | $16,046 | | Adjusted EBITDA | $26,976 | $7,409 | $37,665 | $8,806 | Free Cash Flow (In thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :-------------------- | :----------------------------- | :----------------------------- | | Net cash provided by operating activities | $24,078 | $12,236 | | Purchases of property and equipment | $(4,064) | $(2,140) | | Capitalized software development costs | $(7,105) | $(5,130) | | Free cash flow | $12,909 | $4,966 | | Direct acquisition costs | $14,447 | $— | | Adjusted free cash flow | $27,356 | $4,966 | Item 3. Quantitative and Qualitative Disclosures About Market Risk This section outlines the company's exposure to various market risks, including foreign currency, interest rate, inflation, and credit risks, and describes the strategies employed to manage these exposures in the ordinary course of business - The company is exposed to foreign currency risk, primarily in Euros, New Israeli Shekels, and British Pound Sterling, with a hypothetical 10% change in exchange rates potentially impacting operating income by $2.4 million (3M) or $5.2 million (6M)[309] - Interest rate risk is managed through investments in marketable securities (maturing within one year) and fixed-rate debt (10% Senior Secured Notes), though the Overdraft Facility carries a variable rate[311][313][314] - Inflation risk could lead to reduced ad spend and negatively impact business, while credit risk is managed by monitoring customer credit and requiring prepayments for higher-risk customers[315][316] Item 4. Controls and Procedures This section details management's evaluation of the effectiveness of the company's disclosure controls and procedures, concluding they are effective at a reasonable assurance level - The CEO and CFO concluded that the company's disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2025[317] - The company is still in the process of evaluating and integrating the internal controls of the acquired Teads business, which was not previously subject to Section 404 of the Sarbanes-Oxley Act[319] Part II - Other Information This section contains disclosures on legal proceedings, risk factors, equity sales, and other miscellaneous information Item 1. Legal Proceedings This section refers to the notes to the financial statements for information on legal proceedings, indicating that there are no material pending or threatened litigations - The company is not currently a party to any material legal proceedings, nor is it aware of any pending or threatened litigation that would have a material adverse effect on its business[133][321] Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the company's 2024 Form 10-K - There have been no material changes to the risk factors as previously disclosed in Item 1A of the company's 2024 Form 10-K[322] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the issuance of common stock to Altice Teads as consideration for the acquisition, which was exempt from registration, and outlines the company's share repurchase activities, primarily for employee tax withholding obligations - Common Stock shares issued to Altice Teads for the Teads acquisition on February 3, 2025, were exempt from registration under Section 4(a)(2) of the Securities Act[323] - The company withheld 70,108 shares with a fair value of $0.2 million during the three months ended June 30, 2025, to satisfy employee tax withholding obligations on vested awards[295][325] - As of June 30, 2025, $6.6 million remained available under the $30 million share repurchase program[293][324] Item 5. Other Information This section confirms that no directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangements during the quarter - None of the company's directors or executive officers adopted or terminated any Rule 10b5-1(c) trading arrangements during the three months ended June 30, 2025[326] Item 6. Exhibits This section provides a comprehensive list of all exhibits filed with the Form 10-Q, including various compensatory plans, grant notices, and certifications - The exhibits include the 2007 Omnibus Securities and Incentive Plan, 2021 Long-Term Incentive Plan rules, various restricted stock unit and performance stock unit grant notices, and certifications from the Principal Executive and Financial Officers[329] Signatures This section confirms the official signing and certification of the financial report by key executives - The report is duly signed by David Kostman, Chief Executive Officer, and Jason Kiviat, Chief Financial Officer, on August 8, 2025[334][335]