TRUE000145493800014549382025-02-032025-02-03

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2025
Outbrain Inc.
(Exact name of registrant as specified in its charter)
Delaware001-4064320-5391629
(State or other jurisdiction of
incorporation)		(Commission File Number)(IRS Employer
Identification No.)
111 West 19th Street
New York, NY 10011
(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (646) 867-0149

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.001 per shareOBThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
    


Explanatory Note

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed by Outbrain Inc. (the “Company”) on February 3, 2025 (the “Original Form 8-K”). The Original Form 8-K reported the completion of the Company’s acquisition (the “Acquisition”) of the issued and outstanding equity interests of TEADS (“Teads”) from Altice Teads S.A.

This Amendment No. 1 amends the Original Form 8-K to provide the financial statements and pro forma financial information required under Item 9.01 of Form 8-K.This Amendment No. 1 reports no other updates or amendments to the Original Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a)Financial Statements of Business Acquired.

The audited consolidated financial statements of Teads as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 appearing in the section entitled “Index to Consolidated Financial Statements of Teads SA” in the Company’s Definitive Proxy Statement on Schedule 14A filed on October 31, 2024 are incorporated herein by reference as Exhibit 99.1.

The unaudited condensed interim consolidated financial statements of Teads as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 attached as Exhibit 99.2 to the Company’s second Form 8-K filed on February 3, 2025 are incorporated herein by reference as Exhibit 99.2.

(b)     Pro Forma Financial Information.

The unaudited pro forma condensed combined financial statements of the Company as of September 30, 2024, for the nine months ended September 30, 2024, and for the year ended December 31, 2023 are attached hereto as Exhibit 99.3 and incorporated by reference.
(d) Exhibits.
Exhibit No.Description
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

      OUTBRAIN INC.

Date: February 24, 2025By:
 /s/ David Kostman
Name: David Kostman
Title: Chief Executive Officer



    3


Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR

We consent to the incorporation by reference in Registration Statements on Form S-8 (Nos. 333-258535, 333-270568 and 333-277801) of Outbrain Inc. of our report dated September 13, 2024 relating to the consolidated financial statements of TEADS as of December 31, 2023 and 2022 and for the years ended December 31, 2023, 2022 and 2021 appearing in the section entitled “Index to Consolidated Financial Statements of Teads SA” in the Definitive Proxy Statement on Schedule 14A of Outbrain Inc. filed on October 31, 2024, and which is incorporated by reference into this Current Report on Form 8-K/A of Outbrain Inc..
/s/ Deloitte Audit S. à r.l
Deloitte Audit S. à r.l


Luxembourg, Grand-Duchy of Luxembourg

February 24, 2025
1





Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On February 3, 2025, Outbrain acquired Teads pursuant to the Share Purchase Agreement. The following unaudited pro forma condensed combined financial statements and related notes are derived from the historical consolidated financial statements of Outbrain and the historical financial statements of Teads, and give effect to the Acquisition and the other related contemplated financing transactions (the “Financing”) on a pro forma basis as described herein.

The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 have been prepared as if the Acquisition and the Financing had been completed on January 1, 2023, and the unaudited pro forma condensed combined balance sheet as of September 30, 2024 has been prepared as if the Acquisition and the Financing had been completed on September 30, 2024.

The unaudited pro forma condensed combined financial statements and the accompanying notes should be read in conjunction with:
•The unaudited historical condensed consolidated financial statements and related notes of Outbrain in its Quarterly Report on Form 10-Q as of and for the nine-month period ended September 30, 2024, as filed with the SEC on November 7, 2024 (“Outbrain’s Third Quarter 2024 10-Q”);
•The audited historical consolidated financial statements and related notes of Outbrain in its Annual Report on Form 10-K as of and for the year ended December 31, 2023, as filed with the SEC on March 8, 2024 (“Outbrain’s 2023 Annual Report”);
•The unaudited historical condensed interim consolidated financial statements of Teads as of and for the nine-month period ended September 30, 2024, which are included in this Current Report on Form 8-K (the “Current Report”); and
•The audited historical consolidated financial statements of Teads as of December 31, 2023 and December 31, 2022 and for each of the three years in the period ended December 31, 2023, which are included in this Current Report.
The following unaudited pro forma condensed combined financial information and related notes has been prepared in accordance with Article 11 of Regulation S-X as amended by the Final Rule, Release No. 33-10786, to give effect to the following:
•Application of the acquisition method of accounting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 805 (“ASC 805”), Business Combinations, where certain assets and liabilities of Teads were recorded by Outbrain at their respective fair values as of the date the acquisition was completed;
•Adjustments to conform the financial statement presentation of Teads to Outbrain, based upon a preliminary assessment by Outbrain;
•Adjustments to reflect the following financing transactions and other adjustments:
◦Issuance of $637.5 million in aggregate principal amount of 10.000% Senior Secured Notes due 2030 at an issuance price of 98.087% of the principal amount, or $625.3 million, in a private offering (the “Notes”) ; and
◦Issuance of 43.75 million shares of Outbrain Common Stock;
•Adjustments to reflect transaction costs in connection with the acquisition.
The historical financial statements of Outbrain have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and in its reporting currency of U.S. dollars. The historical financial statements of Teads have been prepared in accordance with IFRS, as issued by IASB, and in its reporting currency of U.S. dollars. Accordingly, the unaudited pro forma condensed combined financial statements reflect certain adjustments to Teads’ historical consolidated financial statements to align those financial statements with U.S.





GAAP, based on Outbrain management’s preliminary analysis. In addition, certain items within Teads’ historical consolidated financial statements have been reclassified to align with Outbrain’s financial statement presentation.
As of the date of this filing, the Company has not completed the detailed valuation necessary to arrive at the final estimates of the fair value of Teads’ assets acquired and liabilities assumed, and the related allocation of the purchase price, nor has it identified all of the adjustments necessary to conform Teads’ accounting policies to those of Outbrain. Accordingly, the adjustments to the historical book values of assets and liabilities reflect the Company’s best estimates of the fair values, with the excess of the purchase price over the preliminary estimates of fair value recorded as goodwill. Actual results may differ once the Company has completed the detailed valuations necessary to finalize the purchase price allocation. The final calculation of consideration transferred could differ from the amounts presented in the unaudited pro forma condensed combined financial statements due to the finalization of working capital and other customary adjustments. Under applicable guidance, the Company is not required to finalize its acquisition accounting until all information is available, but no later than one year after the Acquisition is completed, and any subsequent adjustments made in connection with the finalization of the Company’s acquisition accounting may be material. There can be no assurance that such finalization will not result in material changes.

The pro forma condensed combined financial statements are unaudited, are presented for illustrative and informational purposes only, and are not necessarily indicative of the financial position or results of operations that would have occurred had the Acquisition and the Financing actually been completed as of the dates presented. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future consolidated financial position or operating results of the combined company. The unaudited pro forma condensed combined financial statements do not reflect any potential cost savings, operating efficiencies or synergies related to the Acquisition. The pro forma adjustments represent Outbrain management’s best estimates and are based upon currently available information and certain assumptions that the Company believes are reasonable.


Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2024
(in thousands)
Outbrain
Historical		Teads Historical After Reclassifications (see Note 3) GAAP &
Policy
Adjustments		NotesTransaction Accounting and Financing AdjustmentsNotesPro Forma
Combined
ASSETS
Current assets:
Cash and cash equivalents$57,061 $64,597 $— $(625,000)5$92,711 
596,053 7(a)
Short-term investments in marketable securities73,467 — — — 73,467 
Accounts receivable, net of allowances157,542 210,267 — (29)6(a)367,780 
Prepaid expenses and other current assets38,133 618,021 — (593,584)6(b)62,570 
Total current assets326,203 892,885 — (622,560)596,528 
Non-current assets:
Long-term investments in marketable securities— — — — — 
Property, equipment and capitalized software, net43,934 4,287 21,198 4(a)(20,957)6(c)48,462 
Operating lease right-of-use assets, net15,791 14,831 615 4(c)(639)6(d)30,598 
Intangible assets, net17,834 21,692 (21,198)4(a)375,506 6(e)393,834 
Goodwill63,063 37,013 — 382,848 6(f)482,924 
Deferred tax assets42,166 11,383 — 28,636 6(j)82,185 
Other assets21,140 2,596 — 21,019 6(k)45,658 
1,710 7(a)
(807)7(b)
TOTAL ASSETS$530,131 $984,687 $615 $164,756 $1,680,189 
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable$123,355 $121,229 $— $(29)6(a)$244,555 
Accrued compensation and benefits18,721 20,833 — — 39,554 
Accrued and other current liabilities124,053 37,671 (868)4(c)(673)6(d)182,429 
21,420 6(g)
826 7(b)
Deferred revenue6,598 2,894 — — 9,492 
Total current liabilities272,727 182,627 (868)21,544 476,030 
Non-current liabilities:
Long-term debt— 21 — 611,626 7(a)611,647 
Operating lease liabilities, non-current12,634 12,363 (1,076)4(c)(389)6(d)23,532 
Deferred tax liabilities3,459 1,484 650 4(c)72,726 6(j)78,319 
Other liabilities14,155 1,886 — 21,019 6(k)37,060 
TOTAL LIABILITIES$302,975 $198,381 $(1,294)$726,526 $1,226,588 
Commitments and Contingencies
STOCKHOLDERS’ EQUITY:
Common stock63 17,379 — (17,379)6(i)93 
30 7(b)
Additional paid-in capital480,440 99,178 — (99,178)6(i)667,636 
188,829 7(b)
(1,633)7(b)


Outbrain
Historical		Teads Historical After Reclassifications (see Note 3) GAAP &
Policy
Adjustments		NotesTransaction Accounting and Financing AdjustmentsNotesPro Forma
Combined
Treasury stock, at cost(74,079)— — 74,079 7(b)— 
Accumulated other comprehensive loss(9,942)(29,107)— 29,107 6(i)(9,942)
Accumulated deficit(169,326)698,856 1,909 4(c)423 6(d)(204,186)
(21,420)6(g)
(700,765)6(i)
(13,863)7(a)
TOTAL STOCKHOLDERS’ EQUITY:227,156 786,306 1,909 (561,770)453,601 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY:$530,131 $984,687 $615 $164,756 $1,680,189 

See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.


Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2024
(in thousands, except share and per share data)
Outbrain
Historical		Teads Historical After Reclassifications (see Note 3)GAAP &
Policy
Adjustments		NotesTransaction Accounting and Financing AdjustmentsNotesPro Forma
Combined
Revenue$655,289 $428,482 $— $(107)6(a)$1,083,664 
Cost of revenue:
Traffic acquisition costs487,484 210,314 (48,575)4(b)(107)6(a)649,116 
Other cost of revenue31,765 31,398 8,539 4(a)(8,539)6(c)75,249 
12,086 6(e)
Total cost of revenue519,249 241,712 (40,036)3,440 724,365 
Gross profit136,040 186,770 40,036 (3,547)359,299 
Operating expenses:
Research and development27,646 28,781 (8,539)4(a)(5,629)6(h)42,294 
35 4(c)
Sales and marketing71,762 85,554 48,575 4(b)21,735 6(e)218,481 
309 4(c)(10,402)6(h)
948 6(k)
General and administrative51,805 41,987 44 4(c)(12,058)6(h)83,824 
2,046 4(d)
Total operating expenses151,213 156,322 42,470 (5,406)344,599 
(Loss) income from operations(15,173)30,448 (2,434)1,859 14,700 
Other income (expense), net:
Gain on convertible debt8,782 — — — 8,782 
Interest expense(2,950)(1,060)813 4(c)(52,712)7(a)(55,909)
Interest income and other income, net7,687 12,431 2,046 4(d)(18,423)6(b)3,741 
Total other income (expense), net13,519 11,371 2,859 (71,135)(43,386)
(Loss) income before income taxes(1,654)41,819 425 (69,276)(28,686)
(Benefit) provision for income taxes(1,110)22,113 108 4(c)(24,036)6(j)(2,485)
440 6(k)
Net (loss) income$(544)$19,706 $317 $(45,680)$(26,201)
Weighted average common shares outstanding (Note 8):
Basic49,171,414 43,750,000 92,921,414 
   Diluted53,701,925 43,750,000 97,451,925 
Net loss per common share (Note 8):
Basic$(0.01)$(0.28)
Diluted$(0.10)$(0.32)
See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.


Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2023
(in thousands, except share and per share data)
Outbrain
Historical		Teads Historical After Reclassifications (see Note 3)GAAP &
Policy
Adjustments		NotesTransaction Accounting and Financing AdjustmentsNotesPro Forma
Combined
Revenue$935,818 $649,812 $— $(171)6(a)$1,585,459 
Cost of revenue:
Traffic acquisition costs708,449 286,086 (62,830)4(b)(171)6(a)931,534 
Other cost of revenue42,571 42,549 10,295 4(a)(10,295)6(c)101,234 
16,114 6(e)
Total cost of revenue751,020 328,635 (52,535)5,648 1,032,768 
Gross profit184,798 321,177 52,535 (5,819)552,691 
Operating expenses:
Research and development36,402 31,181 (10,295)4(a)(3,596)6(h)53,751 
59 4(c)
Sales and marketing98,370 108,534 62,830 4(b)28,981 6(e)294,233 
520 4(c)(6,645)6(h)
1,643 6(k)
General and administrative58,665 47,073 74 4(c)21,420 6(g)121,946 
2,416 4(d)(7,702)6(h)
Total operating expenses193,437 186,788 55,604 34,101 469,930 
(Loss) income from operations(8,639)134,389 (3,069)(39,920)82,761 
Other income (expense), net:
Gain on convertible debt22,594 — — — 22,594 
Interest expense(5,393)(929)891 4(c)(83,003)7(a)(88,434)
Interest income and other income (expense), net7,793 4,549 2,416 4(d)(14,909)6(b)(151)
Total other income (expense), net24,994 3,620 3,307 (97,912)(65,991)
Income (loss) before provision for income taxes16,355 138,009 238 (137,832)16,770 
Provision (benefit) for income taxes6,113 42,186 60 4(c)(33,895)6(j)15,267 
803 6(k)
Net income (loss)$10,242 $95,823 $178 $(104,740)$1,503 
Weighted average common shares outstanding (Note 8):
Basic50,900,422 43,750,000 94,650,422 
Diluted56,965,299 43,750,000 100,715,299 
Net income (loss) per common share (Note 8):
Basic$0.20 $0.02 
Diluted$(0.06)$(0.12)
See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements.



Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Description of the Acquisition and the Financing

On August 1, 2024, Outbrain entered into the Share Purchase Agreement with Teads and Altice Teads to acquire, directly and via certain of its subsidiaries, all of the issued and outstanding equity interests of Teads from Altice Teads (the “Acquisition”). The Acquisition closed on February 3, 2025 (the “Acquisition Closing Date”).

The consideration paid on the Acquisition Closing Date consisted of: (1) a cash payment of $625 million, subject to certain customary adjustments as set forth in the Agreement and (2) 43.75 million shares of Outbrain Common Stock, par value $0.001 (the “Common Stock Consideration”).

In connection with the Acquisition, on February 3, 2025, Outbrain as the initial borrower entered into a New Credit Agreement, establishing a New Revolving Credit Facility with aggregate commitments of $100.0 million, including a letter of credit sub-limit of $10.0 million and a swingline sub-limit of $20.0 million. The New Credit Agreement also established a Bridge Facility with aggregate commitments of $625.0 million.

On the Acquisition Closing Date, the Bridge Facility was drawn in full to fund the cash portion of the Total Consideration. On February 11, 2025, Outbrain’s wholly owned subsidiary, OT Midco, completed a private offering (the “Offering”) of $637.5 million in aggregate principal amount of 10.000% senior secured notes due 2030 (the “Notes”) at an issue price of 98.087% of the principal amount thereof in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The proceeds from the Offering were used, together with cash on hand, to repay in full and cancel the indebtedness incurred under the Bridge Facility, including accrued and unpaid interest thereon, that was used to finance and pay costs related to the acquisition of Teads, as well as pay fees and expenses incurred in connection with the Offering and the Bridge Facility refinancing.
2. Basis of Presentation

The Company and Teads both operate on a calendar year-end basis. The unaudited pro forma condensed combined financial statements have been derived from (i) the unaudited historical condensed consolidated financial statements of Outbrain in its Quarterly Report on Form 10-Q as of September 30, 2024 and for the nine-month period ended September 30, 2024, as filed with the SEC on November 7, 2024, (ii) the audited historical consolidated financial statements of Outbrain in its Annual Report on Form 10-K as of and for the year ended December 31, 2023, as filed with the SEC on March 8, 2024, (iii) the unaudited historical interim condensed consolidated financial statements of Teads as of and for the nine-month period ended September 30, 2024, which are included in this Current Report, and (iv) the audited historical consolidated financial statements of Teads as of December 31, 2023 and December 31, 2022 and for each of the three years in the period ended December 31, 2023, which are included in this Current Report. All historical financial statements have been prepared in U.S. dollars.

The unaudited pro forma condensed combined financial statements show the impact of the Acquisition on the financial statements under the acquisition method of accounting, in accordance with ASC 805, Business Combinations, with Outbrain treated as the accounting acquirer of Teads.

The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effects of the Acquisition and the Financing and certain other adjustments. The final determination of the consideration transferred and acquisition accounting will be based on the fair values of the Teads assets acquired and liabilities assumed on the Acquisition Closing Date and using the fair value concepts defined in ASC 820, Fair Value Measurements. The Company is not required to finalize its acquisition accounting until all information is available, but no later than one year after the Acquisition is completed, and any subsequent adjustments made in connection with the finalization of the Company’s acquisition accounting may be material. There can be no assurance that such finalization will not result in material changes.



The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 have been prepared as if the Acquisition and the Financing had been completed on January 1, 2023, and the unaudited pro forma condensed combined balance sheet as of September 30, 2024 has been prepared as if the Acquisition and the Financing had been completed on September 30, 2024.

The accounting policies of Teads under IFRS as issued by the IASB, which are described in Note 2 to Teads’ historical consolidated financial statements included in this filing, are not expected to be significantly different from U.S. GAAP, except for those adjustments discussed further in Note 4 below. Although the adjustments to Teads’ historical financial statements represent the currently known material adjustments to conform to U.S. GAAP, the accompanying unaudited pro forma IFRS to U.S. GAAP adjustments are preliminary and are subject to further adjustments as additional information becomes available and as additional analyses are performed. In addition, the accounting policies of Outbrain may vary materially from those of Teads outside of differences between U.S. GAAP and IFRS. During the preparation of the unaudited pro forma condensed combined financial statements, certain conforming adjustments were made based on the initial analysis of the differences in accounting policies. The Company is in the process of evaluating Teads’ accounting policies, and as a result of that review, additional differences may be identified that, when conformed, could have a material impact on the unaudited pro forma condensed combined financial information.



3. Reclassifications of Teads’ Historical Financial Information
Certain reclassifications have been made to Teads’ historical balance sheet to conform to Outbrain’s balance sheet presentation, as follows:
As of September 30, 2024
Teads Historical Consolidated Balance Sheet Line ItemsOutbrain Historical Consolidated Balance Sheet Line ItemsTeads Before Reclassifications Reclassification AdjustmentsNotesTeads After Reclassifications
(in thousands)
ASSETS ASSETS
Cash and cash equivalentsCash and cash equivalents$64,597 $— $64,597 
Trade receivablesAccounts receivable, net of allowances210,267 — 210,267 
Financial assets (current)574,158 (574,158)(a)— 
Other receivablesPrepaid expenses and other current assets43,863 574,158 (a)618,021 
Property, plant and equipmentProperty, equipment and capitalized software, net4,287 — 4,287 
Right-of-use assetsOperating lease right-of-use assets, net14,831 — 14,831 
Intangible assetsIntangible assets, net21,692 — 21,692 
GoodwillGoodwill37,013 — 37,013 
Deferred tax assetsDeferred tax assets11,383 — 11,383 
Financial assets (non-current)Other assets2,596 — 2,596 
Total assets       Total assets$984,687 $— $984,687 
EQUITY AND LIABILITIES LIABILITIES AND STOCKHOLDERS’ EQUITY
Trade and other payablesAccounts payable$121,229 $— $121,229 
Accrued compensation and benefits— 20,833 (b)$20,833 
Short-term borrowings16,855 (16,855)(c)— 
Lease liabilities5,450 (5,450)(c)— 
Current tax liabilities2,653 (2,653)(c)— 
Contract liabilitiesDeferred revenue2,871 23 (c)2,894 
Other current liabilitiesAccrued and other current liabilities33,569 4,102 (b),(c)37,671 
Long term borrowingsLong-term debt21 — 21 
Lease liabilitiesOperating lease liabilities, non-current12,363 — 12,363 
Non-current provisions1,882 (1,882)(d)— 
Deferred tax liabilities1,484 — 1,484 
Other non-current liabilitiesOther liabilities4 1,882 (d)1,886 
      Total liabilities198,381 — 198,381 
Share capitalCommon stock17,379 — 17,379 
Share premiumAdditional paid-in capital99,178 — 99,178 
ReservesAccumulated other comprehensive income(29,107)— (29,107)
Retained earningsAccumulated retained earnings (deficit)698,856 — 698,856 
Total equityTotal stockholders’ equity$786,306 $— $786,306 
Total equity and liabilitiesTotal liabilities and stockholders’ equity$984,687 $— $984,687 
_________________________________
(a) Reclassifications of financial assets to prepaid expenses and other current assets to conform to Outbrain’s presentation.


(b) Reclassification to separately break out accrued compensation and benefits from other current liabilities to conform to Outbrain’s presentation.
(c) Reclassifications to condense the presentation of certain Teads’ historical financial statement line items within current liabilities to be included in accrued and other current liabilities, consistent with Outbrain’s presentation.
(d) Reclassifications to condense the presentation of certain Teads’ historical balance sheet line items within non-current liabilities to be included in other liabilities.

Certain reclassifications have been made to Teads’ historical statements of operations to conform to Outbrain’s presentation, as follows:
For the Nine Months Ended September 30, 2024
Teads Historical Consolidated Statement of Operations Line ItemsOutbrain Historical Consolidated Statement of Operations Line ItemsTeads Before ReclassificationsReclassification AdjustmentsNotesTeads After Reclassifications
(in thousands)
RevenueRevenue$428,482 $— $428,482 
Cost of revenue:
Cost of revenueTraffic acquisition costs241,712 (31,398)(a)210,314 
Other cost of revenue31,398 (a)31,398 
Total cost of revenue241,712 
Gross profit186,770 
Operating expenses:
Technology and development expensesResearch and development28,781 — 28,781 
Sales and marketing expensesSales and marketing85,554 — 85,554 
General and administrative expensesGeneral and administrative41,987 — 41,987 
Total operating expenses156,322 
Profit from operationsIncome from operations30,448 — 30,448 
Other income (expense), net:
Finance costsInterest expense(1,060)— (1,060)
Other financial income and (expenses)Interest income and other income (expense), net12,431 — 12,431 
Total other income (expense), net11,371 
Profit before taxIncome before income taxes41,819 — 41,819 
Income tax expenseProvision for income taxes22,113 — 22,113 
Profit for the periodNet income$19,706 $— $19,706 
_______________________
(a) Reclassification to separately break out Teads’ cost of revenue between traffic acquisition costs and other cost of revenue, consistent with Outbrain’s presentation.



For the Year Ended December 31, 2023
Teads Historical Consolidated Statement of Operations Line ItemsOutbrain Historical Consolidated Statement of Operations Line ItemsTeads Before ReclassificationsReclassification AdjustmentsNotesTeads After Reclassifications
(in thousands)
RevenueRevenue$649,812 $— $649,812 
Cost of revenue:
Cost of revenueTraffic acquisition costs328,635 (42,549)(a)286,086 
Other cost of revenue42,549 (a)42,549 
Total cost of revenue328,635 
Gross profit321,177 
Operating expenses:
Technology and development expensesResearch and development31,181 — 31,181 
Sales and marketing expensesSales and marketing108,534 — 108,534 
General and administrative expensesGeneral and administrative47,073 — 47,073 
Total operating expenses186,788 
Profit from operationsIncome from operations134,389 — 134,389 
Other income (expense), net:
Finance costsInterest expense(929)— (929)
Other financial income and (expenses)Interest income and other income (expense), net4,549 — 4,549 
Total other income (expense), net3,620 
Profit before taxIncome before income taxes138,009 — 138,009 
Income tax expenseProvision for income taxes42,186 — 42,186 
Profit for the yearNet income$95,823 $— $95,823 
_______________________
(a) Reclassifications to separately break out Teads’ cost of revenue between traffic acquisition costs and other cost of revenue, consistent with Outbrain’s presentation.
4. IFRS to U.S. GAAP and Accounting Policy Adjustments

Teads’ historical consolidated financial statements have been prepared in accordance with IFRS, which differs in certain respects from U.S. GAAP. The unaudited pro forma condensed combined financial statements include the statement of operations of Teads from the audited historical consolidated financial statements for the year ended December 31, 2023, the statement of operations of Teads from the historical unaudited condensed interim consolidated financial statements for the nine months ended September 30, 2024 and 2023, and the balance sheet of Teads from the historical unaudited condensed interim consolidated financial statements as of September 30, 2024, in each case prepared in accordance with IFRS as issued by the IASB.

The historical figures have been adjusted to reflect Teads’ consolidated statements of operations and balance sheet on a U.S. GAAP basis for the preparation of the unaudited pro forma condensed combined financial statements herein.

The following adjustments have been made to Teads’ historical financial statements to present them on a U.S. GAAP basis and conform them to the Company’s accounting policies for the purposes of the unaudited pro forma condensed combined financial statements:


(a) to reclassify $21.0 million of capitalized software and $0.2 million of leasehold improvements, which are classified within intangible assets on Teads’ balance sheet under IFRS, to property and equipment and capitalized software, net, to conform to Outbrain’s accounting policy of presenting these items within fixed assets, as permitted by U.S. GAAP. The related capital software amortization expenses have been reclassified from operating expenses to other cost of revenue, in accordance with U.S. GAAP;
(b) to present certain allocated compensation-related costs within sales and marketing operating expenses rather than cost of revenue, in accordance with Outbrain’s accounting policies;
(c) Under IFRS, lessees account for all leases as finance leases, with the associated lease expenses recorded within interest expense and depreciation expense. Under U.S. GAAP, Teads’ leases, which were analyzed under Accounting Standards Codification Topic 842, “Leases”, would be classified as operating leases with lease expense recognized on a straight-line basis as part of operating expenses. Accordingly, the below adjustments were reflected to derecognize the lease assets and liabilities recorded for Teads’ finance leases in accordance with IFRS and recognize the corresponding operating lease assets and liabilities in accordance with U.S. GAAP in the unaudited pro forma condensed combined balance sheet:
September 30, 2024
Teads Finance Leases under IFRSTeads Operating Leases Under U.S. GAAPAdjustment
(in thousands)
Operating lease right-of-use assets, net$14,831 $15,446 $615 
Accrued and other current liabilities5,450 4,582 (868)
Operating lease liabilities, non-current12,363 11,287 (1,076)
   Net adjustment$(2,982)$(423)$2,559 
In the unaudited pro forma condensed combined statement of operations, Teads’ interest expense for lease liabilities classified as finance leases was removed and the allocated operating expenses were adjusted for the differences between the departmental expenses recognized under IFRS to the amounts to be recognized under U.S. GAAP, as summarized below:
Nine Months Ended September 30, 2024
Year Ended December 31, 2023
Teads Finance Leases under IFRSTeads Operating Leases Under U.S. GAAPDifferenceTeads Finance Leases under IFRSTeads Operating Leases Under U.S. GAAPDifference
(in thousands)
Interest expense - finance leases813 — (813)891 — (891)
Operating expenses - finance lease depreciation$4,116 $— $(4,116)$5,256 $— $(5,256)
Operating expenses - fixed lease costs— 4,504 4,504 — 5,909 5,909 
$4,116 $4,504 $388 $5,256 $5,909 $653 
Research and development$35 $59 
Sales and marketing$309 $520 
General and administrative$44 $74 
$388 $653 
The tax effects of the above adjustments were calculated using a blended U.S. federal and state tax rate and statutory rates of the respective foreign jurisdictions in which Teads operates; and


(d) to present bank charges within general and administrative expenses, in accordance with U.S. GAAP, rather than within finance costs under IFRS.
We continue to perform a detailed review of Teads’ historical financial statements prepared under IFRS, as issued by IASB. As a result of that review, the Company may identify additional differences between the accounting policies of the two companies that, when conformed, could have a material impact on the combined financial statements.

5. Preliminary Purchase Price Allocation

The aggregate purchase price paid by the Company to acquire Teads was comprised of (i) a cash payment of $625 million and (ii) 43.75 million shares of Outbrain Common Stock (including Treasury stock). The aggregate purchase price paid by the Company to acquire Teads was approximately $0.9 billion.

From and after closing, Altice Teads agreed to indemnify Outbrain and its affiliates for certain losses that may be incurred by them. For further information about an indemnity related to tax matters and the effect on these unaudited pro forma condensed combined financial statements, refer to 6(k) below.

The following summarizes the preliminary calculation of consideration transferred. The final calculation of consideration transferred is subject to future adjustments:
Amount
(in thousands)
Cash consideration$625,000 
Common equity consideration (including Treasury Stock) (1)
262,938 
Preliminary Aggregate Purchase Consideration$887,938 
_______________________________________
(1) Represents the fair value of 43.75 million shares of Outbrain Common Stock based on the closing stock price as of January 31, 2025 of $6.01 per share. The equity consideration is comprised of reissuing all of Outbrain’s treasury stock (13,374,906 shares as of September 30, 2024) and 30,375,094 shares of newly issued common stock.
Under the acquisition method of accounting, the estimated purchase price, calculated as described above, is allocated to the identifiable assets acquired and the identifiable liabilities assumed with any excess being allocated to goodwill.

The allocation of the purchase price is preliminary, and the final determination will be based on the fair values of assets acquired and liabilities assumed, including the fair values of identifiable intangible assets and the fair values of liabilities assumed on the date the Acquisition was consummated. The purchase price allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the preliminary purchase price allocation is subject to further adjustments as additional information becomes available and as additional analyses and final valuations are conducted at and following the completion of the Acquisition. The final valuations could differ materially from the preliminary valuations presented below and, as such, no assurances can be provided regarding the preliminary purchase price allocation.

The preliminary purchase price allocation was estimated based on Teads’ historical financial statements reflecting IFRS to U.S. GAAP and accounting policy adjustments for pro forma purposes. The following tables summarize the preliminary purchase price allocation to the identifiable assets acquired and liabilities assumed of Teads as well as the identifiable intangible assets recognized as part of the Acquisition (in thousands):


As of
September 30, 2024
(in thousands)
Purchase consideration $887,938 
Amounts of identifiable assets acquired and liabilities assumed
Book value of Teads’ net assets (1)
$788,215 
Less:
  Elimination of intercompany transactions with Altice Teads(593,584)
  Elimination of historical goodwill(37,013)
  Elimination of historical capitalized software(20,957)
  Elimination of historical intangible assets(494)
Add:
  Preliminary value of identifiable intangible assets376,000 
  Deferred tax impact of identifiable intangible assets(44,090)
Preliminary estimate of fair value of identifiable net assets acquired$468,077 
Preliminary estimate of goodwill$419,861 
____________________________________
(1) The book value of Teads’ net assets reflects preliminary IFRS to U.S. GAAP and accounting policy adjustments. The final goodwill amount that will be recorded in connection with the Acquisition is subject to change due to changes in the book value of Teads’ assets and liabilities at acquisition.

For purposes of determining the consideration transferred on the Acquisition Closing Date, the closing price of Outbrain Common Stock from January 31, 2025 has been utilized. See Note 6 for the preliminary fair value of the identifiable intangible assets.
6. Transaction Accounting Adjustments

The preliminary pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

(a) Reflects the elimination of Teads’ historical intercompany balances with Outbrain, which will be eliminated in consolidation of the combined company, as well as the related revenue and traffic acquisition costs.

(b) Reflects the elimination of Teads’ intercompany balances with Altice Teads, which was required to be settled prior to the consummation of the Acquisition through a series of intercompany movements and distributions. The unaudited pro forma condensed combined balance sheet reflects the eliminations of $19.5 million interest receivable within prepaid expenses and other current assets and intercompany loans receivable of $574.1 million, net of provision for credit losses, within prepaid expenses and other current assets. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 reflect the elimination of net income of $18.4 million and $14.9 million, respectively, from interest income and other income (expense), net. These adjustments eliminate the impacts of the interest income, as well as the provision for credit losses on the intercompany loans.

(c)    Reflects an adjustment to eliminate the $21.0 million balance of Teads’ capitalized software included in its consolidated balance sheet as of September 30, 2024, as well to eliminate the related amortization expense of $8.5 million and $10.3 million for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively, as it is included in the preliminary fair value of the technology intangible asset in (e) below.


(d) Reflects the re-measurement of Teads’ lease portfolio as of September 30, 2024, updated for discount rates as of such date. The Company also reflected the impact of the practical expedient that it adopted at the Acquisition Closing, whereby it will not recognize right-of-use operating lease assets and liabilities for leases with a remaining lease term of twelve months or less. As a result of this re-measurement, operating lease right of use assets, net declined by $0.6 million, accrued and other current liabilities declined by $0.7 million and operating lease liabilities, non-current declined by $0.4 million. The statements of operations impact of this re-measurement was not material for the nine months ended September 30, 2024 and the year ended December 31, 2023.

(e) Reflects the net increase in intangible assets based on a preliminary estimated fair value, partially offset by an elimination of historical intangible assets. The preliminary estimated fair value is allocated to intangible assets primarily consisting of customer relationships, publisher relationships, technology and a trade name. The estimated fair values and useful lives of identifiable intangible assets are preliminary and have been performed based on publicly available benchmarking information given the limited time available to perform a full valuation study and limitations of information for the valuation study at this time. The amount that will ultimately be allocated to identifiable intangible assets and the related amount of amortization, may differ materially from this preliminary allocation. Any change in the valuation of intangible assets would cause a corresponding increase or decrease in the balance of goodwill. A hypothetical 10% change in the valuation of intangible assets would result in a change to annual amortization expense of approximately $4.5 million.

These estimated useful lives are preliminary and were determined based on our review of the time period over which economic benefit is estimated to be generated and other factors, including Outbrain management’s view based on historical experience with similar assets and market-based analysis.

Estimated Amortization
Teads Historical Amounts After Reclassifications, netEstimated Fair ValueIncrease/DecreaseNine Months Ended September 30, 2024
Year Ended December 31, 2023
Estimated Weighted Average Useful Life (Years)
(dollars in thousands)
Publishers(2)
$— $56,400 $56,400 $4,230 $5,640 10
Customers(2)
326 169,200 168,874 14,100 18,800 9
Technology(1)
— 112,800 112,800 12,086 16,114 7
Trade name(2)
— 37,600 37,600 3,525 4,700 8
Other intangible assets168 — (168)— — 
Total estimated intangible assets$494 $376,000 $375,506 $33,941 $45,254 
Less: elimination of historical amortization(2)
120 159 
Total increase in amortization of intangible assets$33,821 $45,095 
________________________________________
(1) Amortization expense is recorded within cost of revenue.
(2) Amortization expense is recorded within sales and marketing expenses within operating expenses. This amount excludes the amortization of capitalized software, which is separately eliminated in (c) above.
(f) Reflects the adjustment to eliminate Teads’ historical goodwill and record the preliminary estimate of goodwill related to the Acquisition, which is calculated as the difference between the fair value of the consideration transferred and the estimated fair values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed. The goodwill amount is subject to change due to various factors, including the fair values of assets and liabilities at acquisition date and foreign exchange currency impacts.


As of
September 30, 2024
(in thousands)
Preliminary estimate of goodwill$419,861 
Teads’ historical goodwill(37,013)
    Adjustment to goodwill$382,848 

(g) Total transaction-related costs are estimated at approximately $30.0 million, $8.6 million of which has been reflected within general and administrative expenses in the Company’s historical consolidated statement of operations for the nine months ended September 30, 2024. The remainder of transaction costs of $21.4 million has been reflected as an adjustment to accounts payable in the unaudited pro forma condensed combined balance sheet as of September 30, 2024, as well as an adjustment to general and administrative expenses in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023.

(h) Reflects the elimination of stock-based compensation expense for the PSAR Plan, as the related awards were cancelled prior to Acquisition Closing and the holders will not receive any cash compensation or replacement awards.
Nine Months Ended September 30, 2024
Year Ended December 31, 2023
(in thousands)
Sales and marketing $10,402 $6,645 
Research and development5,629 3,596 
General and administrative12,058 7,702 
  Total stock-based compensation expense$28,089 $17,943 

(i) Reflects the elimination of Teads’ historical equity accounts;
September 30, 2024
(in thousands)
Common stock$17,379 
Additional paid-in capital99,178 
Accumulated other comprehensive loss(29,107)
Accumulated deficit700,765 
Total stockholders’ equity$788,215 

(j) Represents the tax effect of the above adjustments using a blended U.S. federal and state tax rate and statutory tax rates of the respective foreign jurisdictions in which Teads operates and reflects any anticipated changes to the tax filing statuses of the acquired entities. The statutory tax rates range from 9% to 35%, which are in effect as of the pro forma balance sheet date. The actual effective tax rate could be materially different (either higher or lower) from the rate presented in the unaudited pro forma condensed combined financial information. These assumptions could change depending on post-acquisition activities, the geographical mix of income, changes in tax law, as well as the final determination of the fair value of the identifiable intangible assets and liabilities.
(k) Represents adjustments to increase uncertain tax positions by $14.0 million and to increase tax contingencies by $7.0 million, with an offsetting increase to other assets of $21.0 million relating to an indemnification provided by the Share Purchase Agreement. The corresponding tax effects have been reflected within the provision for income taxes and sales and marketing expenses in the unaudited pro forma condensed combined statements of operations.
Actual adjustments may differ materially based on the final determination of fair value and are subject to change.



7. Financing Adjustments
The unaudited pro-forma condensed combined financial statements have been adjusted to record the effects of incurring new indebtedness to finance the Acquisition. In connection with the acquisition on February 3, 2025, Outbrain, as the initial borrower, entered in to the New Credit Agreement, establishing the New Revolving Credit Facility with aggregate commitments of $100 million and (ii) the Bridge Facility in an aggregate principal amount of $625 million. We funded the cash consideration of the Acquisition with the Bridge Facility.

On February 11, 2025, Outbrain’s wholly owned subsidiary, OT Midco, completed a private offering (the “Offering”) of $637.5 million in aggregate principal amount of 10.000% senior secured notes due 2030 (the “Notes”) at an issue price of 98.087% of the principal amount thereof in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes are or will be guaranteed, jointly and severally on a secured, unsubordinated basis by Outbrain and each existing and future wholly-owned subsidiary of Outbrain that becomes a borrower, issuer or guarantor under Outbrain’s super senior secured revolving credit facility. The Notes are or will also be secured by first-priority lien over (i) all or substantially all assets of OT Midco, Outbrain and Teads Australia PTY Ltd, a subsidiary of Outbrain in Australia, and (ii) certain assets of some of the other direct and indirect subsidiaries of Outbrain in England and Wales, Canada, Germany, Mexico, Singapore, Switzerland, Luxembourg, Japan, Italy, France and Israel.
The proceeds from the Offering were used, together with cash on hand, to repay in full and cancel the indebtedness incurred under the Bridge Facility, including accrued and unpaid interest thereon, that was used to finance and pay costs related to the acquisition of Teads, as well as pay fees and expenses incurred in connection with the Offering and the Bridge Facility refinancing.
(a) Debt Financing
The following debt financing adjustments were made in the unaudited pro forma condensed combined balance sheet and statements of operations:
Balance SheetStatement of Operations Adjustments
(in thousands)
Recorded as of September 30, 2024
Adjustment As of September 30, 2024Total AmountNine Months Ended September 30, 2024
Year Ended December 31, 2023
Long-term debt, net of discount of $12.2 million $— $625,305 $625,305 $49,433 $65,717 
Deferred issuance costs(526)(13,153)(13,679)$2,052 $2,736 
   Total long-term debt (1)
$(526)
(2)
$612,152 
(3)
$611,626 
(4)
Deferred issuance costs - New Revolving Credit Facility$110 $3,675 
(5)
$3,785 $568 $757 
Deferred issuance costs - prior facility231 
(6)
(231)— (83)(111)
   Increase in deferred financing fees $341 $3,444 
(7)
$3,785 
Bridge Facility fees (1)
$1,208 $(1,208)
(8)
$— $538 $12,374 
(9)
Bridge facility interest expense (1)
— 1,258 
(9)
Commitment fee - New Revolving Credit Facility375500
Commitment fee - prior facility(171)(228)
   Total incremental expenses$52,712 $83,003 
__________________________
(1) On February 3, 2025, the Bridge Facility was drawn in full to fund the cash portion of the Total Consideration. Because we used the proceeds from the Notes, together with cash on hand, to repay in full and cancel the indebtedness incurred under the Bridge Facility, including accrued and unpaid interest thereon, and to pay fees and expenses incurred in connection therewith, these unaudited pro forma financial statements assume that the Notes are the only long-term indebtedness outstanding in connection with the Acquisition. The amounts recorded in the


statement of operations for the Bridge Facility include both, the related fees and expenses and the interest accrued for the nine days the facility was outstanding before it was refinanced with the Notes. The unaudited pro forma condensed combined balance sheet assumes that $637.5 million aggregate principal amount of the Notes are issued on September 30, 2024 at an issue price of 98.087% of the principal amount, or $625.3 million, and the unaudited pro forma condensed combined statements of operations assume that the Notes are issued on January 1, 2023. The discount on the Notes is amortized using the effective-interest method and recognized as part of interest expense.
(2) Recorded as a decrease in other assets.
(3) Recorded as an increase in cash and cash equivalents.
(4) Recorded as an increase in long-term debt .
(5) Recorded as a decrease in cash and cash equivalents.
(6) Represents an increase in accumulated deficit for the amount recorded in the statement of operations.
(7) Recorded as an increase in other assets.
(8) Recorded as a decrease in other assets and an increase in cash and cash equivalents.
(9) Represents an increase in accumulated deficit for amount recorded in the statement of operations and a decrease in cash and cash equivalents.

(b) Equity Financing
As previously described above, the unaudited pro forma condensed combined financial statements assumed that the Company issued 43.75 million shares of Common Stock, as detailed below:
September 30, 2024
(in thousands)
Common stock, par value of $0.001 per share(1)
$30 
Reissuance of treasury stock (1)
74,079 
Additional paid in capital (1)
188,829 
Pro-forma adjustment to stockholders’ equity$262,938 
__________________
(1) Equity consideration of 43,750,000 is comprised of reissuing all of Outbrain’s treasury stock (13,374,906 shares as of September 30, 2024) and 30,375,094 shares of newly issued common stock, par value of $0.001 per share in connection with the Acquisition, based on the closing stock price as of January 31, 2025 of $6.01 per share.
In connection with the issuance of equity as described above, the Company incurred equity issuance cost as described below:
Decrease to additional paid-in capitalRecorded on Balance Sheet As of September 30, 2024Equity Issuance Costs Net of Amounts Recorded
(in thousands)
Total equity issuance costs$1,633 $807 
(1)
$826 
(2)
___________________
(1) Reflected as a decrease to other assets, where these costs have been recorded as of September 30, 2024.
(2) Reflected as an increase to accrued and other current liabilities.



8. Earnings (Loss) per Share
The following unaudited pro forma condensed combined basic and diluted earnings (loss) per share calculations are based on unaudited pro forma net income for the combined company and historical basic and diluted weighted average shares of Outbrain, adjusted to give effect to the issuance of consideration in the form of Common Stock.
Nine Months Ended September 30, 2024
Twelve Months Ended December 31, 2023
(Dollars in thousands)
Numerator:
Pro-forma net (loss) income attributed to common stockholders - basic$(26,201)$1,503 
   Adjustments related to convertible debt (1)
(4,834)(13,930)
Pro-forma net loss attributable to common stockholders - diluted$(31,035)$(12,427)
Denominator:
Basic weighted average number of common shares outstanding - reported49,171,414 50,900,422 
   Common shares issued as part of the Acquisition43,750,000 43,750,000 
Pro-forma weighted average shares - basic92,921,414 94,650,422 
   Convertible debt (1)
4,530,511 6,064,877 
   Restricted stock units— — 
Pro-forma weighted average shares - diluted97,451,925 100,715,299 
Pro forma net (loss) income per common share:
   Basic$(0.28)$0.02 
   Diluted$(0.32)$(0.12)
____________________
(1) The Company uses the if-converted method to calculate the dilutive impact of the Convertible Notes, which assumes share settlement as of the beginning of the period if the effect is more dilutive than cash settlement.
The following potentially dilutive weighted-average shares have been excluded from the calculation of diluted net loss per share for each period presented because they are anti-dilutive:
Nine Months Ended September 30, 2024Twelve Months Ended December 31, 2023
Options to purchase common stock2,337,331 2,523,643 
Warrants188,235 188,235 
Restricted stock units3,854,406 3,275,430 
Performance-based stock units492,353 51,534 
     Total shares excluded from diluted loss per share6,872,325 6,038,842 


v3.25.0.1
Cover
Feb. 03, 2025
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Feb. 03, 2025
Entity Registrant Name Outbrain Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40643
Entity Tax Identification Number 20-5391629
Entity Address, Address Line One 111 West 19th Street
Entity Address, City or Town New York,
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10011
City Area Code (646)
Local Phone Number 867-0149
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.001 per share
Trading Symbol OB
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Amendment Flag true
Entity Central Index Key 0001454938
Entity Ex Transition Period false
Amendment Description This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed by Outbrain Inc. (the “Company”) on February 3, 2025 (the “Original Form 8-K”). The Original Form 8-K reported the completion of the Company’s acquisition (the “Acquisition”) of the issued and outstanding equity interests of TEADS (“Teads”) from Altice Teads S.A. This Amendment No. 1 amends the Original Form 8-K to provide the financial statements and pro forma financial information required under Item 9.01 of Form 8-K.This Amendment No. 1 reports no other updates or amendments to the Original Form 8-K.
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