Teads Holding Co. Announces Third Quarter 2026 Results


NEW YORK, Nov. 05, 2026 (GLOBE NEWSWIRE) -- Teads Holding Co. (Nasdaq: TEAD) (“Teads” or the “Company”) announced today financial results for the quarter ended September 30, 2026.

Third Quarter 2026 Key Financial Metrics:

 Three Months Ended
September 30,
 Nine Months Ended
September 30,
(in millions USD) 2026   2025  % Change  2026   20251  % Change
Revenue$235.1  $318.8  (26)% $785.6  $948.2  (17)%
Gross profit 60.9   105.7  (42)%  240.1   308.7  (22)%
Net loss (325.5)  (19.7) (1,553)%  (406.7)  (88.8) (358)%
Net cash (used in) provided by operating activities (27.9)  (23.7) (17)%  (53.6)  0.3  NM
             
Non-GAAP Financial Data*            
Ex-TAC gross profit 93.5   130.5  (28)%  324.7   377.8  (14)%
Adjusted EBITDA (8.1)  19.2  (142)%  (0.4)  56.8  (101)%
Adjusted net loss (46.7)  (13.6) (245)%  (123.0)  (38.5) (219)%
Adjusted free cash flow (33.1)  (24.0) (38)%  (71.0)  3.4  NM
Free cash flow before interest payments (1.4)  3.1  (145)%  (7.2)  18.1  (139)%

_____________________________
1   Incorporates the results of operations for Legacy Teads (as defined below) from February 3, 2025 through September 30, 2025
*   See non-GAAP reconciliations below
NM  Not meaningful

"In the third quarter, our Connected TV revenue grew 37% year-over-year, outperforming the broader market through our leading position on the CTV HomeScreen — the front door to the living-room experience," said David Kostman, CEO of Teads. "Like many companies across our sector, we are navigating the significant headwinds currently impacting the open internet, and we are using this moment to focus on driving broader adoption of our Enterprise omnichannel offerings. We are seeing some improvement in trends in the early part of the fourth quarter and are taking decisive and appropriate actions to improve our revenue trajectory, optimize our cost structure, and strengthen our balance sheet" added Kostman.

Third Quarter 2026 and Recent Business Highlights:

  • CTV Momentum:
    • Delivered CTV revenue growth of 37% year-over-year, with CTV now representing 12% of our Q3 revenue and accounting for approximately 20% of our Enterprise business, reaching year-to-date revenue of nearly $100 million.
    • Expanded global Whale TV partnership to give Teads Ad Manager buyers native HomeScreen access across 100+ countries.
    • Teads selected as the launch DSP for Telly’s persistent, 100% viewable HomeScreen ads, which are integrated programmatically via Magnite.
  • Omnichannel Adoption: Branding customers utilizing omnichannel campaigns represented 15% of branding revenue, up from 10% in Q3 2025.
  • Joint Business Partnership Renewals: Renewed several Joint Business Partnerships, with brands including BMW Group, Lenovo, Shell, and Kia.
  • Teads Ad Manager: Launched the next evolution of our buying platform, which now leverages agentic workflows through Model Context Protocols (MCP) and is designed to address cross-channel fragmentation by bridging upper-funnel CTV branding with lower-funnel conversions in one agentic platform.

Third Quarter 2026 Financial Highlights:

  • Revenue of $235.1 million, a decrease of $83.7 million, or 26%, compared to $318.8 million in the prior year period. Results include net unfavorable foreign currency effects of approximately $1.5 million.
  • Gross profit of $60.9 million, a decrease of $44.8 million, or 42%, compared to $105.7 million in the prior year period. Gross margin decreased to 25.9%, compared to 33.2% in the prior year period.
  • Ex-TAC gross profit of $93.5 million, a decrease of $37.0 million, or 28%, compared to $130.5 million in the prior year period. Our Ex-TAC gross margin decreased to 39.8%, compared to 40.9% in the prior year period.
  • Net loss of $325.5 million, compared to a net loss of $19.7 million in the prior year period. Net loss in the current period included a $272.4 million non-cash goodwill impairment charge and a $6.4 million non-cash impairment of a publisher commercial agreement asset.
  • Adjusted net loss of $46.7 million, compared to adjusted net loss of $13.6 million in the prior year period. Adjusted net loss included a $1.7 million income tax expense in the current period, compared to a $6.5 million income tax benefit in the prior period, primarily due to impairment of goodwill and U.S. and various non-U.S. losses for the three months ended September 30, 2026 being subject to valuation allowances.
  • Adjusted EBITDA of $(8.1) million, compared to Adjusted EBITDA of $19.2 million in the prior year period, including net unfavorable foreign currency effects of approximately $1.5 million.
  • Net cash used in operating activities of $27.9 million, compared to net cash used in operating activities of $23.7 million in the prior year period. Adjusted free cash flow of $(33.1) million, compared to adjusted free cash flow of $(24.0) million in the prior year period. Free cash flow before interest payments of $(1.4) million, compared to free cash flow before interest payments of $3.1 million in the prior year period.
  • Cash and cash equivalents were $90.3 million as of September 30, 2026.
  • Total debt obligations were $657.2 million, including the $608.6 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), $30.9 million outstanding under our accounts receivable financing facility, $15.0 million outstanding under our revolving credit facility and $2.8 million outstanding under a short-term overdraft facility assumed in the acquisition (the “Acquisition”) 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”).

Outlook

As previously announced, we have suspended guidance, including our full-year 2026 Adjusted EBITDA guidance, and we are not providing guidance at this time.

Conference Call and Webcast Information

Teads will host an investor conference call this morning, Thursday, November 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 1-800-717-1738 or for international callers, 1-646-307-1865. A replay will be available three 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 13763331. The replay will be available until November 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, free cash flow before interest payments, 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.

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 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, including the non-cash impairment of a publisher commercial agreement asset, 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; other expense (income) and interest income, net; provision (benefit) 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 charges, 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. This quarter we are presenting a new non-GAAP measure, free cash flow before interest payments, which is defined as free cash flow plus cash paid for interest. Free cash flow, adjusted free cash flow and free cash flow before interest payments 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 cash flows. Free cash flow, adjusted free cash flow and free cash flow before interest payments should be considered as supplemental measures, as the adjustments include actual cash outlays which impact cash flows, and should not be considered in isolation or as a substitute for any measures of our liquidity or 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. 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 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 regain compliance with and 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 or comply with the covenants and other obligations under our financing arrangements, including our accounts receivable financing facility; the sufficiency of our capital resources to service our debt and satisfy our other liquidity requirements, including our existing cash balances, the ability to generate sufficient operating cash flows and the availability of additional or continued sources of financing; 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 conflict involving the U.S., Iran, Israel and surrounding nations, 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 U.S. government shutdowns, 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 and any impacts from the ongoing conflict involving the U.S., Iran, Israel and surrounding nations; 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, and specifically our litigation against Google LLC and Alphabet Inc., including, among other things, the uncertainty and timing of any resolution and the amount of damages or other remedies we may recover, if any; 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, 2025, in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, 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 (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 full funnel 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
September 30,
 Nine Months Ended
September 30,
  2026   2025   2026   2025 
 (Unaudited)
Revenue$235,073  $318,772  $785,645  $948,225 
Cost of revenue:       
Traffic acquisition costs 148,039   188,230   467,348   570,392 
Other cost of revenue 26,167   24,794   78,214   69,171 
Total cost of revenue 174,206   213,024   545,562   639,563 
Gross profit 60,867   105,748   240,083   308,662 
Operating expenses:    ​  
Research and development 10,506   10,743   32,543   38,007 
Sales and marketing 62,485   68,658   199,195   202,071 
General and administrative 23,255   31,970   78,238   96,335 
Impairment of intangible assets —   —   —   15,614 
Impairment of goodwill 272,432   —   272,432   — 
Restructuring charges 349   657   3,290   9,610 
Total operating expenses 369,027   112,028   585,698   361,637 
Loss from operations (308,160)  (6,280)  (345,615)  (52,975)
Other (expense) income:       
Gain on repurchase of long-term debt —   —   —   1,225 
Interest expense (17,407)  (17,084)  (52,233)  (57,732)
Other income (expense) and interest income, net 27   (994)  (2,645)  (2,984)
Total other (expense) income, net (17,380)  (18,078)  (54,878)  (59,491)
Loss before income taxes (325,540)  (24,358)  (400,493)  (112,466)
(Benefit) provision for income taxes (72)  (4,668)  6,240   (23,620)
Net loss$(325,468) $(19,690) $(406,733) $(88,846)
        
Weighted average shares outstanding:       
Basic 98,259,847   95,113,669   97,286,984   89,249,913 
Diluted 98,259,847   95,113,669   97,286,984   89,249,913 
        
Net loss per common share:       
Basic$(3.31) $(0.21) $(4.18) $(1.00)
Diluted$(3.31) $(0.21) $(4.18) $(1.00)


 
TEADS HOLDING CO.
Condensed Consolidated Balance Sheets
(In thousands, except for number of shares and par value)
 
 September 30,
2026
 December 31,
2025
 (Unaudited)  
ASSETS:   
Current assets:   
Cash and cash equivalents$90,327  $128,223 
Short-term investments in marketable securities —   10,476 
Accounts receivable, net of allowances 237,040   342,352 
Prepaid expenses and other current assets 29,938   49,347 
Total current assets 357,305   530,398 
Non-current assets:   
Property, equipment and capitalized software, net 55,010   50,998 
Operating lease right-of-use assets, net 28,504   28,810 
Intangible assets, net 327,988   376,578 
Goodwill —   280,991 
Deferred tax assets 9,469   10,485 
Indemnification asset 29,402   27,789 
Other assets 23,567   21,925 
TOTAL ASSETS$831,245  $1,327,974 
    
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT):   
Current liabilities:   
Accounts payable$200,919  $258,634 
Accrued compensation and benefits 31,960   40,192 
Deferred revenue 11,940   14,930 
Short-term debt 17,752   17,595 
Accrued and other current liabilities 116,160   152,710 
Total current liabilities 378,731   484,061 
Non-current liabilities:   
Long-term debt 639,429   605,113 
Operating lease liabilities, non-current 20,263   21,674 
Deferred tax liabilities 61,481   73,101 
Contingent tax liabilities 37,626   35,078 
Other liabilities 11,886   13,510 
TOTAL LIABILITIES$1,149,416  $1,232,537 
    
STOCKHOLDERS’ EQUITY (DEFICIT):   
Common stock, par value of $0.001 per share − one billion shares authorized; 99,064,762 shares issued and 98,753,042 shares outstanding as of September 30, 2026; 96,171,331 shares issued and 95,980,437 shares outstanding as of December 31, 2025 99   96 
Preferred stock, par value of $0.001 per share − 100,000,000 shares authorized, none issued and outstanding as of September 30, 2026 and December 31, 2025 —   — 
Additional paid-in capital 692,279   685,778 
Treasury stock, at cost − 311,720 shares as of September 30, 2026 and 190,894 shares as of December 31, 2025 (652)  (533)
Accumulated other comprehensive income 83,399   96,659 
Accumulated deficit (1,093,296)  (686,563)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) (318,171)  95,437 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)$831,245  $1,327,974 


 
TEADS HOLDING CO.
Condensed Consolidated Statements of Cash Flows
 
  Three Months Ended
September 30,
 Nine Months Ended
September 30,
   2026   2025   2026   2025 
  (In thousands) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(325,468) $(19,690) $(406,733) $(88,846)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:        
Gain on repurchase of long-term debt  —   —   —   (1,225)
Depreciation and amortization of property and equipment  2,136   1,867   6,227   6,763 
Amortization of capitalized software development costs  2,578   2,266   7,267   7,041 
Amortization of intangible assets  13,127   13,364   39,328   34,903 
Amortization of discount on marketable securities  (4)  (63)  (290)  (784)
Stock-based compensation  1,744   3,641   6,175   10,372 
Non-cash operating lease expense  3,079   2,977   9,622   8,175 
Provision for credit losses  2,000   4,150   6,758   5,614 
Amortization of debt discount and issuance costs  1,185   1,250   3,458   15,337 
Deferred income taxes  (3,345)  (10,862)  (8,006)  (42,709)
Impairment of intangible assets  —   —   —   15,614 
Impairment of goodwill  272,432   —   272,432   — 
Unrealized foreign currency transaction losses  507   2,532   2,660   6,677 
Other  (1)  —   17   25 
Changes in operating assets and liabilities:        
Accounts receivable  42,882   19,255   94,700   57,827 
Prepaid expenses and other current assets  1,924   3,519   18,540   16,863 
Accounts payable, accrued expenses and other current liabilities  (41,542)  (42,857)  (99,786)  (45,007)
Operating lease liabilities  (3,220)  (3,019)  (9,866)  (8,445)
Deferred revenue  (3,029)  (1,092)  (2,936)  (3,942)
Other non-current assets and liabilities  5,139   (972)  6,845   6,091 
Net cash (used in) provided by operating activities  (27,876)  (23,734)  (53,588)  344 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Acquisition of a business, net of cash acquired  —   —   —   (598,319)
Purchases of property and equipment  (508)  (789)  (2,349)  (4,853)
Capitalized software development costs  (4,715)  (4,915)  (15,071)  (12,020)
Purchases of marketable securities  —   —   (13,081)  (16,603)
Proceeds from sales and maturities of marketable securities  3,000   9,250   23,739   86,471 
Other  21   (57)  443   (56)
Net cash (used in) provided by investing activities  (2,202)  3,489   (6,319)  (545,380)
         
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 
Proceeds from the 2025 Revolving Facility  15,000   —   15,000   — 
Proceeds from the A/R Facility  30,858   —   30,858   — 
Partial repayment of long-term debt  —   —   —   (7,674)
Payments of deferred financing and debt issuance costs  (6,821)  (168)  (7,584)  (30,969)
Payment of stock issuance costs  —   —   —   (775)
Treasury stock repurchases and share withholdings on vested awards  (6)  (86)  (119)  (639)
(Repayments of) proceeds from bank overdrafts, net  (4,353)  59   (14,585)  110 
Net cash provided by (used in) financing activities  34,678   (195)  23,570   585,358 
Effect of exchange rate changes  549   1,687   748   1,834 
Net increase (decrease) in cash, cash equivalents and restricted cash $5,149  $(18,753) $(35,589) $42,156 
Cash, cash equivalents and restricted cash — Beginning  88,962   150,634   129,700   89,725 
Cash, cash equivalents and restricted cash — Ending $94,111  $131,881  $94,111  $131,881 


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
September 30,
 Nine Months Ended
September 30,
​ 2026   2025   2026   2025 
Revenue$235,073  $318,772  $785,645  $948,225 
Traffic acquisition costs (148,039)  (188,230)  (467,348)  (570,392)
Other cost of revenue (26,167)  (24,794)  (78,214)  (69,171)
Gross profit 60,867   105,748   240,083   308,662 
Other cost of revenue(1) 32,598   24,794   84,645   69,171 
Ex-TAC gross profit$93,465  $130,542  $324,728  $377,833 
        
Gross margin (gross profit as % of revenue) 25.9%  33.2%  30.6%  32.6%
Ex-TAC gross margin (Ex-TAC gross profit as % of revenue) 39.8%  41.0%  41.3%  39.8%

_____________________
(1)   The three and nine months ended September 30, 2026 include $6.4 million non-cash impairment of a publisher commercial agreement asset.

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

​Three Months Ended
September 30,
 Nine Months Ended
September 30,
​ 2026   2025   2026   2025 
Net loss$(325,468) $(19,690) $(406,733) $(88,846)
Gain on repurchase of long-term debt —   —   —   (1,225)
Interest expense 17,407   17,084   52,233   57,732 
Other expense (income) and interest income, net (27)  994   2,645   2,984 
(Benefit) provision for income taxes (72)  (4,668)  6,240   (23,620)
Depreciation and amortization 17,841   17,497   52,822   48,707 
Stock-based compensation 1,744   3,641   6,175   10,372 
Acquisition and integration costs 1,266   3,656   4,115   25,508 
Restructuring charges 349   657   3,290   9,610 
Impairment of intangible assets —   —   —   15,614 
Impairment of goodwill 272,432   —   272,432   — 
Impairment of publisher commercial agreement asset 6,431   —   6,431   — 
Adjusted EBITDA$(8,097) $19,171  $(350) $56,836 
        
Net loss as % of gross profit(534.7)% (18.6)% (169.4)% (28.8)%
Adjusted EBITDA as % of Ex-TAC Gross Profit(8.7)%  14.7% (0.1)%  15.0%


TEADS HOLDING CO.
Non-GAAP Reconciliations
(In thousands)
(Unaudited)

The following table presents the reconciliation of net loss and diluted loss per share to adjusted net loss and adjusted diluted loss per share, respectively, for the periods presented:

​Three Months Ended
September 30,
 Nine Months Ended
September 30,
​ 2026   2025   2026   2025 
Net loss$(325,468) $(19,690) $(406,733) $(88,846)
Adjustments:       
Acquisition and integration costs 1,266   3,656   4,115   25,508 
Restructuring charges 349   657   3,290   9,610 
Goodwill impairment 272,432   —   272,432   — 
Impairment of publisher commercial agreement asset 6,431   —   6,431   — 
Impairment of intangible assets —   —   —   15,614 
Gain on repurchase of long-term debt —   —   —   (1,225)
Bridge facility costs —   —   —   11,996 
Total adjustments, before tax 280,478   4,313   286,268   61,503 
Income tax effect (1,757)  1,820   (2,512)  (11,165)
Total adjustments, after tax 278,721   6,133   283,756   50,338 
Adjusted net loss$(46,747) $(13,557) $(122,977) $(38,508)
        
Basic and diluted weighted average shares 98,259,847   95,113,669   97,286,984   89,249,913 
        
Diluted net loss per share - reported$(3.31) $(0.21) $(4.18) $(1.00)
Adjustments, after tax 2.83   0.07   2.92   0.57 
Diluted net loss per share - adjusted$(0.48) $(0.14) $(1.26) $(0.43)


The following table presents the reconciliation of net cash (used in) provided by operating activities to free cash flow, adjusted free cash flow and free cash flow before interest payments, for the periods presented:

 Three Months Ended
September 30,
 Nine Months Ended
September 30,
  2026   2025   2026   2025 
Net cash (used in) provided by operating activities$(27,876) $(23,734) $(53,588) $344 
Purchases of property and equipment (508)  (789)  (2,349)  (4,853)
Capitalized software development costs (4,715)  (4,915)  (15,071)  (12,020)
Free cash flow$(33,099) $(29,438) $(71,008) $(16,529)
        
Free cash flow$(33,099) $(29,438) $(71,008) $(16,529)
Direct acquisition costs —   5,471   —   19,918 
Adjusted free cash flow$(33,099) $(23,967) $(71,008) $3,389 
        
Free cash flow$(33,099) $(29,438) $(71,008) $(16,529)
Cash interest payments 31,698   32,566   63,856   34,661 
Free cash flow before interest payments$(1,401) $3,128  $(7,152) $18,132 

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