As of April 30, 2026, Teads Holding Co. had 96,991,430 shares of common stock outstanding. Table of Contents Note About Forward-Looking Statements This Quarterly Report on Form 10-Q (this “Report”) 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, statementsgenerally relating to possible or assumed future results of our business, financial condition, results of operations, liquidity, plans andobjectives, and statements relating to the acquisition (the “Acquisition”) of TEADS, a private limited liability company (société àresponsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Legacy Teads”), following whichwe changed our corporate name to Teads Holding Co. (hereinafter, together with its subsidiaries, the “Company” or “Teads”). You cangenerallyidentify 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,” •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 ofgenerative 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, par value $0.001 per share (“Common Stock”) and our ability to satisfy thecontinued listing requirements of The Nasdaq Stock Market LLC, including the potential adverse effects on market liquidity and share •our ability to grow our business and manage growth effectively; •our ability to raise additional financing in the future to fund our operations or service our existing indebtedness; •loss of media partners could have a significant impact on our revenue and results of operations; •our ability to maintain the integrity of our platform and prevent invalid, low quality or other non-human traffic that does not meet adquality 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 ourrecommendations or failure to present interesting content to users or other factors which may cause us to experience a decline in user •limits on our ability to collect, use and disclose data to deliver advertisements; •our ability to extend our reach into evolving digital media platforms; Table of Contents •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, •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 businessconditions or downturns, instability or volatility in financial markets, tariffs and trade wars and other events or factors outside of ourcontrol, such as U.S. and global recession concerns, geopolitical concerns, including the conflict involving Israel, the U.S., Iran andsurrounding nations, supply chain issues, inflationary pressures, labor market volatility, bank closures or disruptions, the impact of •conditions in Israel, including the conflict between Israel and Hamas and the sustainability of the related cease-fire; •our ability to maintain our revenues or profitability despite quarterly fluctuations in our results, whether due to seasonality, large •the challenges of compliance with differing and changing regulatory requirements, particularly with respect to privacy and data our failure or the failure of third parties to protect our sites, networks and systems against security breaches, or otherwise to protect the •outages or disruptions that impact us