Teads Holding Co.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . Election of New Director. On September 29, 2026, the Board of Directors (the “Board”) of Teads Holding Co. (the “Company”) approved an increase in the number of directors constituting the full Board from ten to eleven and elected Stuart Kovensky to fill the vacancy from the increase in the number of directors. Mr. Kovensky will serve as a Class I director with a term expiring at the Company’s 2028 Annual Meeting of Stockholders. Mr. Kovensky has been appointed to serve as a member of the Financing Committee. Mr. Kovensky is an experienced C-Suite executive, investor, and board member with over 30 years of experience in investment management, business development, capital raising, and corporate governance. Since 2023, Mr. Kovensky has served as the Managing Member of Cogent Advisory LLC, a firm he founded that focuses on providing corporate advisory and independent director services. In this role, he advises corporate boards and stakeholders including institutional lenders on capital optimization, strategic financing, and corporate initiatives. Mr. Kovensky is a veteran independent director with extensive experience guiding companies through strategic capital enhancements and financing initiatives, having served in such capacity on several boards including Onex Credit Partners LLC, Multi-Tech, Inc., Allentown, LLC, and United Road Services, Inc.. Mr. Kovensky brings a well-rounded perspective informed by his experience as a corporate founder, operator, director, and investor. Between January 2006 and December 2022, Mr. Kovensky was the Co-CEO, CIO, and a member of the board of directors of Onex Credit Partners, a firm he co-founded in 2006. Prior to co-founding Onex Credit Partners, Mr. Kovensky was a Portfolio Manager and Co-Head of the opportunistic credit strategy at John A. Levin and Co. from 2001 to 2005. From 1995 to 2000, he was a Partner and Head of Research at Murray Capital Management. Mr. Kovensky began his career at Chase Manhattan Bank in 1989, where he gained experience in High Yield Finance, Structured Finance, and International Trade Finance. Mr. Kovensky holds an M.B.A. with honors from the New York University Stern School of Business. As previously disclosed, the Company continually evaluates opportunities to optimize its capital structure, enhance financial flexibility, and position its balance sheet for long-term strategic growth. In connection with these ongoing initiatives, the Board elected Mr. Kovensky, whose deep expertise in capital markets, lender engagement, and strategic financing will be highly valuable as the Company executes its financial objectives. The Board has determined that Mr. Kovensky is independent under the rules of The Nasdaq Stock Market LLC (“Nasdaq”). [In connection with the election of Mr. Kovensky to the Board, the Company entered into an engagement agreement with Mr. Kovensky, pursuant to which Mr. Kovensky agreed to serve as a director on the Board and will receive a monthly cash retainer of $40,000, which is payable in advance monthly, as well as $4,000 per day under certain specified circumstances. There are no arrangements or understandings between Mr. Kovensky and any other person pursuant to which he was selected as a director, and there are no transactions related to the Company in which Mr. Kovensky has an interest requiring disclosure under Item 404(a) of Regulation S-K. Additionally, in connection with his election, Mr. Kovensky has entered into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.1 to the Company’s Form S-1, as amended, filed with the SEC on June 29, 2021 and is incorporated by reference herein.