EX-99.1 4 ex99-1.htm PRESS RELEASE Exhibit 99.1 Outbrain Completes Change of Corporate Name to Teads Combined Company to Operate as Teads and Trade on Nasdaq under the New Ticker “TEAD” New York, June 9, 2025 - Outbrain Inc. (NASDAQ: OB), which is operating under the new Teads brand following Outbrain’s acquisition of Teads in February 2025, announced today that the combined company has completed its corporate renaming from “Outbrain Inc.” to “Teads Holding Co.” The combined company will begin trading under the new ticker symbol “TEAD” on the Nasdaq effective June 10, 2025. “The name change is an important milestone to complete the combined company’s rebrand,” said David Kostman, Teads CEO. “Teads is now one of the largest platforms on the premium open internet, combining the legacy companies’ strengths in performance and branding into an end-to-end platform focused on measurable outcomes for advertisers,” added Kostman. The change will not impact current stockholders, contracts, or operations. No action is required by shareholders in connection with the name change. Additional details can be found in the company’s Form 8-K filed with the SEC today. About Teads Teads is…
Open exhibit ↗Current Report · Items 5.03, 7.01, 8.01, 9.01 · 8-K
Teads Holding Co.
TEADNASDAQEQUITYCurrent
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Regulation FD Disclosure · Other Events
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Amendment and Restatement of Certificate of Incorporation On June 6, 2025, Outbrain Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment and restatement of the Company’s Twelfth Amended and Restated Certificate of Incorporation (the “Thirteenth Amended and Restated Certifica…
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Disclosure sections
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03.
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
Amendment and Restatement of Certificate of Incorporation
On June 6, 2025, Outbrain Inc. (the “Company”) filed with the Secretary of State of the State of Delaware an amendment and restatement of the Company’s Twelfth Amended
and Restated Certificate of Incorporation (the “Thirteenth Amended and Restated Certificate of Incorporation”) changing the Company’s corporate name from “Outbrain Inc.” to “Teads Holding Co.” (the “Name Change”). The Thirteenth Amended and Restated
Certificate of Incorporation and the Name Change became effective on June 6, 2025 (the “Effective Date”). Pursuant to Delaware law, the Thirteenth Amended and Restated Certificate of Incorporation was approved by the Company’s board of directors in
advance of the filing. A stockholder vote was not necessary to effectuate the Name Change.
The foregoing description of the Thirteenth Amended and Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety by the
full text of the Thirteenth Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Amendment and Restatement of Bylaws
The Board also approved an amendment and restatement of the Company’s Amended and Restated Bylaws, as amended on February 3, 2025 (the “Amended and Restated Bylaws”), to
implement the Name Change and make certain other technical changes, effective as of the Effective Date.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by the full text of the Amended and
Restated Bylaws, which are filed as Exhibit 3.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01.
Regulation FD Disclosure.
On June 9, 2025, the Company issued a press release announcing the Name Change, a copy of which is attached to Exhibit 99.1 hereto.
Information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be
expressly set forth by specific reference in such a filing.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
In connection with the Name Change, the Company intends to change its ticker symbol on the Nasdaq Stock Market LLC from “OB” to “TEAD” for its common stock, par value
$0.001 per share, which the Company expects to be effective on or about June 10, 2025. There will be no change to the Company’s CUSIP in connection with the Name Change.