DEF 14A of Teads Holding Co., Apr 1, 2026

DEF 14A of Teads Holding Co.

Filed Apr 1, 2026 · FY20250001454938-26-000026

Open on EDGAR

  1. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS In accordance with the Company’s certificate of incorporation and bylaws, the Board is divided into three classes of directors of approximately equal size. The members of each class of directors are elected to serve for a three-year term with the term of office of each class ending in successive years. Dexter Goei, Yaffa Krindel, Mark Mullen and Arne Wolter are the Class II directors whose terms expire at the 2026 Annual Meeting. Mr. Goei, Ms. Krindel, Mr. Mullen and Mr. Wolter will be standing for re-election at the 2026 Annual Meeting. Each of these Class II directors has consented to being named in this Proxy Statement as a director nominee and each has agreed to stand for election to the Board to serve as a Class II director of the Company until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal, and to serve if elected. It is intended that, unless you give contrary instructions, shares represented by proxies will be voted for the election of each of the three nominees listed above. Although not anticipated, if for any reason a nominee becomes unable to serve or for good reason will not serve, the discretionary authority provided in the proxies solicited by the Board may be used to vote for a substitute or substitutes whom the Board may propose to replace such nominee or nominees for election at the Annual Meeting. It is not expected that any of the Board’s nominees will be unable or unwilling to serve as a director if elected. Information relating to each nominee for election as a director, including his or her period of service as a director of the Company, principal occupation and other biographical material, is included below.

  2. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

    THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE

  3. “FOR”

    “FOR” EACH OF THE NOMINEES FOR ELECTION AS CLASS II DIRECTORS.

  4. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  5. Board Composition and Structure

    Board Composition and Structure Our business is organized under the direction of our Board, which currently consists of ten members, eight of whom are independent directors. The primary responsibilities of our Board are to provide oversight, strategic guidance and direction to our management. Our Board meets on a regular basis and additionally as required. Our certificate of incorporation provides that our Board is divided into three classes of directors, with the classes as nearly equal in number as possible. Each of our directors identified below serves in the class indicated. Subject to any earlier resignation or removal in accordance with the terms of our certificate of incorporation and bylaws, our Class II director nominees will, if elected at this Annual Meeting, serve until the 2029 Annual Meeting of Stockholders; our current Class III directors will serve until the 2027 Annual Meeting of Stockholders; and our current Class I directors will serve until the 2028 Annual Meeting of Stockholders, and, in each case, until their successors are duly elected and qualified. Any additional directorships resulting from an increase in the number of directors will be apportioned by our Board among the three classes as equally as possible. Below is a list of the names, ages and class of the individuals who currently serve as our directors.

  6. Board Composition and Structure

    | Name | Age | Position | Class | | Nithya B. Das | 45 | Director | I | | Kathryn (Kate) Taneyhill Jhaveri | 52 | Director | I | | Mark Zagorski | 57 | Director | I | | Dexter Goei | 54 | Director | II | | Yaffa Krindel | 71 | Director | II | | Mark Mullen | 61 | Director | II | | Arne Wolter | 51 | Director | II | | Shlomo Dovrat | 66 | Director | III | | Yaron Galai | 54 | Co-Founder and Chair of the Board | III | | David Kostman | 61 | Chief Executive Officer and Director | III |

  7. Board Composition and Structure

    The Board has determined that the classified Board structure is appropriate for the Company at this time. A classified board provides for stability, continuity and experience among our Board, as well as the ability to resist pressure to focus on short-term results at the expense of long-term value. The Board believes that it is important that we have a Board that understands the implications of our development and process timetable and has the ability to develop long-term strategies while benefiting from an in-depth knowledge of our business and operations.

  8. Director Biographies

    Director Biographies Information concerning our directors standing for reelection and for those directors continuing on our Board is set forth below. The biographical description of each director includes the specific experience, qualifications, attributes and skills that led the Board to conclude that each nominee should serve as a director.

  9. Nominees for Election (Class II Directors)

    Nominees for Election (Class II Directors)

  10. Dexter Goei

    Dexter Goei Dexter Goei is a director of Optimum Communications, Inc. (NYSE:OPTU), formerly Altice USA and served as Chief Executive Officer of Altice USA from 2016 until October 2022 and as Executive Chairman from October 2022 until March 2023. Mr. Goei was chairman of the board of Altice USA until June 2018 and a director of Altice Europe until October 2018. Mr. Goei first joined the Altice Group as Chief Executive Officer in 2009, helping to lead its development and growth from a French cable operator to a multinational telecom operator with fixed and mobile assets across six different territories serving both residential and enterprise clients. Prior to joining the Altice Group, Mr. Goei spent 15 years in investment banking first with JPMorgan and then Morgan Stanley in their Media & Communications Group in New York, Los Angeles and London. He was Co‑Head of Morgan Stanley’s European Media & Communications Group when he left to join Altice. Mr. Goei is a graduate of Georgetown University’s School of Foreign Service with cum laude honors. Mr. Goei was designated by Altice Teads S.A. (“Altice Teads”) to be appointed to the Board pursuant to the Stockholders Agreement, dated February 3, 2025 (the “Stockholders Agreement”), between Outbrain and Altice Teads in connection with the Acquisition. Mr. Goei’s qualifications to sit on our Board include his substantial experience in the areas of corporate strategy, operations and finance.

  11. Yaffa Krindel

    Yaffa Krindel Yaffa Krindel has served as a director of our Company since April 2022. She is also a board observer at Theranica Bio-Electronics. From May 2022 until May 2025, Ms. Krindel served as a director of Ashdod Port Company and previously served on the boards of the following publicly traded companies through their acquisitions or mergers, including BreezeCOM Ltd. (Nasdaq:BRZE) from August 1993 until August 2001, Fundtech Ltd. (Nasdaq:FNDT) from February 2004 until November 2011, Voltaire Ltd. (Nasdaq:VOLT) from February 2008 until February 2011, Syneron Medical Ltd. (Nasdaq:ELOS) from November 2005 until July 2017, Itamar Medical Ltd. (Nasdaq:ITMR) from June 2016 until December 2021 and Sol-Gel Technologies Ltd. (Nasdaq:SLGL) from March 2018 until July 2023. From 1997 to 2007, Ms. Krindel was Managing Partner of Star Ventures, a German-Israeli venture capital firm. Her prior executive roles include serving as Chief Financial Officer and Vice President Finance of Lannet Data Communications Ltd. (Nasdaq:LNTF) from February 1992 until June 1996 and as Corporate Treasurer of Rotem Amfert from April 1986 until January 1992. Ms. Krindel holds a B.A. in Economics and Far Eastern Studies from the Hebrew University of Jerusalem and an M.B.A. from the Tel Aviv University, both awarded with distinction. Ms. Krindel was selected to serve on our Board because of her financial, investment and accounting expertise, her broad experience with technology companies and her experience serving on both public and private company boards.

  12. Mark Mullen

    Mark Mullen Mark Mullen is a director and Audit Chair of Optimum Communications, Inc. (NYSE:OPTU), formerly Altice USA and co-founder and Managing Director of Bonfire Ventures, founded in 2017. Mr. Mullen also founded Double M Partners in 2012 and has served as Managing Partner since that time. Both Bonfire and Double M are based in Los Angeles and manage venture-stage capital funds with approximately $1 billion under management. Mr. Mullen also founded Mull Capital in 2005, an evergreen fund that invests directly in startups and in other investment funds. All of the funds focus on investing in internet, media and technology with primary emphasis on business-to-business solutions, security and software. Prior to Double M Partners, Mr. Mullen served as COO of the City of Los Angeles (Economic Policy) and Senior Advisor to the then-Mayor Antonio Villaraigosa where he oversaw several of the City of Los Angeles’s assets, including the LA International Airport (LAX), LA Convention Center, the Planning and Building & Safety Departments, as well as the Office of Small Business Services. From 1993 until 2007, Mr. Mullen ran the international M&A and private equity group for Daniels & Associates, an investment bank focused on the cable TV and broadband industry. Mr. Mullen was a senior partner of Daniels when it was acquired by RBC Capital Markets in 2007 where he stayed until 2010 as Managing Director. Mr. Mullen earned his BSBA with cum laude honors from the University of Denver in 1986 and earned his Masters of Business Administration in international business from the Thunderbird School of Global Management in 1992. Mr. Mullen was designated by Altice Teads to be appointed to the Board pursuant to the Stockholders Agreement. Mr. Mullen’s qualifications to sit on our Board include his substantial experience in the areas of corporate strategy, operations and finance.

  13. Arne Wolter

    Arne Wolter Arne Wolter has served as a director of our Company since April 2019. From April 2024 until December 2025, Mr. Wolter served as Chief Revenue Officer of Statista, a data and business intelligence company, and Chief Sales and Marketing Officer from September 2021 until March 2024. Previously, Mr. Wolter was Chief Digital Officer at Gruner + Jahr (“G+J”), the publishing division of European media conglomerate Bertelsmann AG, from October 2015 until April 2021. During his tenure he led G+J’s digital business and further digital transformation, and acted as the G&J sponsor and later Chairman of Applike Group, a global mobile advertising company, now a part of Bertelsmann Investments. He served as non-operational Managing Director of Ligatus, a subsidiary of G+J, from September 2008 until May 2019. Mr. Wolter also served as Chairman of the Supervisory Board of trnd AG from July 2014 until June 2016. Mr. Wolter holds an M.B.A. from the University of Rhode Island and a joint master’s degree in civil engineering and business administration from Technische Universität Braunschweig, in Germany. Mr. Wolter was selected to serve on our Board because of his extensive experience with publishers and operational expertise in the high-technology industry.

  14. Class III Directors (with terms expiring at the 2027 Annual Meeting of Stockholders)

    Class III Directors (with terms expiring at the 2027 Annual Meeting of Stockholders)

  15. Yaron Galai

    Yaron Galai Yaron Galai co-founded Outbrain Inc. in 2006 and is the Chair of the Board. Mr. Galai served as our Chief Executive Officer (“CEO”) from 2006 to 2017, and as Co-CEO from October 2017 through March 31, 2024. Mr. Galai remained an employee of the Company serving in an advisor role through December 31, 2024. Mr. Galai previously co-founded Quigo Technologies, Inc., a provider of performance-based marketing solutions for advertisers and premium publishers, and served as its Chief Executive Officer from 2000 to 2003 and as its Senior Vice President from 2003 until it was acquired by AOL Time Warner in December 2007. Mr. Galai served as executive chairman of Listory Corp, until its acquisition by SpokenLayer in May 2023, when Mr. Galai assumed the role of chairman. Mr. Galai previously served on the board of HopStop.com, Inc., until its acquisition by Apple Inc. Mr. Galai is currently Co-Founder and CEO of YOMU Inc. Mr. Galai studied industrial design at the Holon Institute of Technology in Holon, Israel. Mr. Galai is a Lieutenant Commander Officer (reserve) in the Israeli Navy. Mr. Galai was selected to serve on our Board and as our Board Chair because of his extensive experience working with publishers and in the Internet advertising industry, and the unique perspective and deep understanding of our business that he brings as our Co-Founder and former Co-CEO. David Kostman has served as a director of our Company since July 2014, as our Co-CEO from October 2017 through March 2024 and as our CEO since April 2024. Mr. Kostman has also served as a director of NICE Ltd. (Nasdaq:NICE) since 2001 (with the exception of the period between June 2007 and July 2008) and has served as chairman of the board of NICE Ltd. since February 2013. Mr. Kostman is also a member of the board of the American Friends of NATAL, Israel Trauma and Resiliency Center, a non-profit assisting individuals with post-traumatic stress disorder. Mr. Kostman served as a director of Unity Software Inc. (NYSE:U) from November 2022 (post Unity Software Inc.’s acquisition of ironSource Ltd. (NYSE:IS) where he served as director since 2014) until June 2025. Previously, he served on the board of directors of Retalix Ltd. (Nasdaq:RTLX) and of several private companies. From 2003 until 2006, Mr. Kostman was Chief Operating Officer and then Chief Executive Officer of Delta Galil USA Inc., a subsidiary of publicly traded Delta Galil Industries Ltd. (Nasdaq:DELT). From 2000 until 2002, Mr. Kostman was initially President of the International Division and then Chief Operating Officer of Nasdaq-listed Verticalnet Inc. (Nasdaq:VERT). Mr. Kostman was also Managing Director in the investment banking division of Lehman Brothers, where he worked from 1994 until 2000 and 2006 until 2008, heading the Global Internet Group. Prior to joining Lehman Brothers, Mr. Kostman was an investment banker at NM Rothschild & Sons focusing on M&A and privatizations in South America. Mr. Kostman holds a B.A. in Law from Tel Aviv University and an M.B.A. from INSEAD. Mr. Kostman was selected to serve on our Board because of his extensive experience serving on the boards of public companies in the technology and Internet industries, and his knowledge and expertise in our industry and his role as CEO.

  16. Shlomo Dovrat

    Shlomo Dovrat Shlomo Dovrat Shlomo Dovrat has served as a director of our Company since 2009 and as our lead director since February 2024. Mr. Dovrat is a Co-Founder of the Viola Group, a technology investment group, and Co-Founder and General Partner of Viola Ventures, a venture capital firm, both of which were founded in 2000. Mr. Dovrat currently serves as a member of the board of directors of Unity Software Inc. (NYSE:U), and on the board of several privately held technology companies, including Volumez, ProteanTecs, Zyg Edge, NYK Studios, Vimi Adaptive Learning, Lightricks and Worthy. Prior to founding Viola, Mr. Dovrat founded and served as Chief Executive Officer of Oshap Technologies Ltd. (Nasdaq:OSHSF) and Tecnomatix Technologies Ltd. (Nasdaq:TCNO), publicly traded Israeli technology companies that were subsequently sold in 1998 and 2005, respectively. Mr. Dovrat also served as Chairman of ECI Telecom Ltd. from 2002 to 2007. Mr. Dovrat has been and continues to be active in various NGOs and serves as the Chairman of the Aaron Institute for Economic Policy and as chairman of “Pnima,” an Israeli social movement. Mr. Dovrat served as the Chairman of the Israel Democracy Institute from 2008 to 2012 and as the Chairman of the National Taskforce for the Advancement of Education in Israel from 2003 to 2005. Mr. Dovrat was selected to serve on our Board because of his extensive financial and operational expertise, his knowledge of high-growth technology companies, and because of his perspective as the representative of a significant stockholder.

  17. Class I Directors (with terms expiring at the 2028 Annual Meeting of Stockholders)

    Class I Directors (with terms expiring at the 2028 Annual Meeting of Stockholders)

  18. Nithya B. Das

    Nithya B. Das Nithya B. Das has served as a director of our Company since February 2023. Ms. Das has served as the GM of the Governance Business and Chief Legal Officer of Diligent Corporation, a SaaS provider of governance and risk software, since January 2025 and prior to that served as Diligent's Chief Legal and Chief Administrative Officer from August 2023. Prior to Diligent, she held several positions at Olo Inc., an open SaaS solution for the restaurant industry, including, Chief Operating Officer, Chief Legal Officer and Corporate Secretary, from October 2019 to April 2023. In those roles, she led Olo through its IPO and transformation to a multi-product platform company. Prior to joining Olo, from September 2011 to December 2018, Ms. Das led AppNexus Inc. (acquired by AT&T), an advertising technology company, through a period of hyper growth as the Chief Legal and People Officer where she oversaw the company’s global legal and corporate development, and people and culture strategy. Prior to AppNexus, Ms. Das served as an attorney in the New York office of Goodwin Procter LLP where she represented public and private technology companies. Ms. Das holds a B.A. in Business Administration (Finance) from the South Carolina Honors College at the University of South Carolina and a J.D. from Brooklyn Law School. Ms. Das was selected to serve on our Board because of her extensive experience working with high-technology software and advertising technology companies and her strong operational and legal expertise.

  19. Kathryn (Kate) Taneyhill Jhaveri

    Kathryn (Kate) Taneyhill Jhaveri Kate Taneyhill Jhaveri has served as a director of our Company since August 2021. Most recently, Ms. Taneyhill Jhaveri served as the Global Head of Marketing of TikTok, a social media platform for creating, sharing and discovering short videos, where she oversaw consumer and brand marketing from 2022 to 2025. From 2019 to 2022, she served as Executive Vice President and Chief Marketing Officer of the National Basketball Association (NBA) where she led global marketing, research and analytics and was responsible for driving revenue, commerce and brand growth for the NBA, NBAG League and NBA 2K League globally. From 2017 to 2019, Ms. Taneyhill Jhaveri served as the Chief Marketing Officer of Twitch Interactive, a subsidiary of Amazon.com, Inc. (Nasdaq:AMZN). Between 2013 and 2017, Ms. Taneyhill Jhaveri was Head of Consumer Marketing at Twitter, Inc. (NYSE:TWTR). Prior to 2013, Ms. Taneyhill Jhaveri was Head of Brand Marketing at Facebook, Inc. (Nasdaq:FB) and spent seven years at Microsoft Corporation (Nasdaq:MSFT) overseeing the marketing communications team for Windows, Internet Explorer and Bing.com. Ms. Taneyhill Jhaveri holds a B.A. from College of the Holy Cross and an M.B.A. from Dartmouth College’s Tuck School of Business. Ms. Taneyhill Jhaveri was selected to serve on our Board because of her strong marketing and operational expertise in the high-technology industry, as well as extensive experience with advertisers and advertising.

  20. Mark Zagorski

    Mark Zagorski Mark Zagorski has served as a director of our Company since April 2024. Mr. Zagorski has served as Chief Executive Officer and director of DoubleVerify Holdings, Inc. (NYSE:DV), a software platform for digital media measurement, data and analytics, since July 2020. Prior to that, Mr. Zagorski served as Chief Executive Officer of Telaria (NYSE:TLRA) from July 2017 to April 2020 and, following Telaria’s merger with Rubicon Project, served as President and Chief Operating Officer for Rubicon Project (now Magnite, Inc.) (Nasdaq:MGNI) through June 2020. Prior to that, Mr. Zagorski was Chief Executive Officer of eXelate from December 2010 until its acquisition by the Nielsen Company in March 2015, and continued to manage the eXelate business as Executive Vice President of Nielsen Marketing Cloud through June 2017. Mr. Zagorski has over 20 years of digital advertising leadership experience and held previous management positions in companies including MediaSpan, WorldNow and Modem Media. Mr. Zagorski received an M.B.A. from the University of Rochester’s Simon School of Business and a B.S. in Finance from Gannon University, where he also received an Honorary Doctorate of Humane Letters. Mr. Zagorski was selected to serve on our Board because of his strong technology and operational experience, and track record with advertisers and evaluating media quality/brand suitability.

  21. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Our Board has adopted a non-employee director compensation program pursuant to which each non-employee director will be eligible to receive certain cash and equity compensation as further described below. Our non-employee directors are compensated under our non-employee director compensation program as follows: •upon commencement of service on the Board, a restricted stock unit (“RSU”) award under our Long-Term Incentive Plan (LTIP) at a value of $250,000, limited to 30,000 RSUs, vesting over a period of three years on a quarterly basis, subject to the non-employee director’s continuous service through each applicable vesting date; •an annual RSU award of $175,000, limited to 20,000 RSUs, which vests over a period of three years on a quarterly basis, subject to the non-employee director’s continuous service through each applicable vesting date; •an annual $40,000 cash retainer; •an annual $80,000 cash retainer payable to the Board Chair (in lieu of the annual cash retainer above); •an annual additional $10,000 cash retainer payable to Audit Committee members, with an additional $10,000 cash retainer payable to the Audit Committee Chair; •an annual additional $7,500 cash retainer payable to Compensation and Human Capital Management Committee (“Compensation Committee”) members, with an additional $7,500 cash retainer payable to the Compensation Committee Chair; and •an annual additional $3,000 cash retainer payable to Nominating and Corporate Governance Committee members, with an additional $3,000 cash retainer payable to the Nominating and Corporate Governance Committee Chair. All non-employee directors are eligible to receive compensation under the non-employee director compensation program unless any such non-employee director declines receipt of such compensation by written notice to us. Overall, our non-employee director compensation program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.

  22. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth information concerning the compensation that we paid or awarded to our non-employee directors during the fiscal year ended December 31, 2025. For more information on the compensation of our director Mr. Kostman, see below under “Executive Compensation.” Mr. Dovrat (our non-employee director who is affiliated with our pre-IPO venture capital investors) waived cash compensation for service on our Board for 2025.

  23. 2025 Director Compensation Table

    | Name | Fees Paid in Cash ($) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Nithya B. Das | 55,000 | 51,400 | — | 106,400 | | Shlomo Dovrat | — | 51,400 | — | 51,400 | | Yaron Galai | 80,000 | 51,400 | — | 131,400 | | Dexter Goei(1) | 33,333 | 120,600 | — | 153,933 | | Kate Taneyhill Jhaveri | 50,500 | 51,400 | — | 101,900 | | Yaffa Krindel | 60,000 | 51,400 | — | 111,400 | | Mark Mullen(1) | 33,333 | 120,600 | — | 153,933 | | Arne Wolter | 56,000 | 51,400 | — | 107,400 | | Mark Zagorski | 43,000 | 51,400 | — | 94,400 |

  24. 2025 Director Compensation Table

    _______________________________________________ (1)Compensation for Messrs. Goei and Mullen is prorated because they joined the Board in March 2025. (2)Represents the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). A discussion of the assumptions used in calculating the fair value of such awards may be found in Note 13 to our 2025 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 16, 2026. Amounts reflect the grant date fair value of RSU awards granted on March 12, 2025 for Mr. Goei and Mr. Mullen and for all others on June 5, 2025 which vest ratably on a quarterly basis over a three-year period. As of December 31, 2025, Mr. Goei and Mr. Mullen had 22,500 outstanding unvested RSUs from their March 12, 2025 grants, and Ms. Das, Mr. Dovrat, Mr. Galai, Ms. Jhaveri, Ms. Krindel, Mr. Wolter and Mr. Zagorski each had 14,999 outstanding unvested RSUs from their June 5, 2025 grants.

  25. Compensation Philosophy and Process

    Compensation Philosophy and Process Teads operates in a highly competitive and continually changing market. Attracting, developing and retaining qualified executives who increase stockholder value by achieving our financial and strategic growth plans and objectives remain key to our success. Our goal is to provide compensation that emphasizes pay-for-performance, rewarding those who achieve or exceed their goals, and seeking to drive long-term value for our stockholders through the use of both short-term and long-term incentive programs. Our compensation program is designed to: •Attract, retain and motivate superior executive talent; •Provide incentives that award the achievement of performance goals that directly correlate to the enhancement of stockholder value, as well as to facilitate executive retention; and •Align executive interests with those of stockholders through short-term and long-term incentives linked to performance. Role of the Compensation Committee. Pursuant to its charter, our Compensation Committee is charged with determining and approving the compensation and benefits of each executive officer, including our named executive officers, and other members of senior leadership on an annual basis, with the goal of achieving a compensation program and total compensation paid to our executive officers and senior leadership in line with our compensation philosophy. In determining compensation for our executive officers, the Compensation Committee may consider, among other factors, compensation for comparable positions in the market and the historical compensation levels of our executive officers, performance as compared to our expectations and objectives, and our desire to motivate our executive officers to achieve short- and long-term results that are consistent with our business strategies and objectives. Based on this review, the Compensation Committee is responsible for approving the compensation of each executive officer. Role of Management. Management assists the Compensation Committee by preparing information and materials for matters under consideration by the committee. Our CEO and our Chief People Officer also generally attend Compensation Committee meetings to participate in discussions and our Chief People Officer is asked to provide information regarding executive performance and compensation matters to the committee. In addition, as part of its review process, the Compensation Committee meets with the CEO to discuss his recommendations regarding the compensation of each executive officer (other than himself), and other members of senior leadership.

  26. 2025 Summary Compensation Table

    2025 Summary Compensation Table The table below sets forth the annual compensation awarded or paid to our named executive officers for the years ended December 31, 2025 and 2024.

  27. 2025 Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($)(a) | Stock Awards ($)(b) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(c) | All Other Compensation ($)(d) | Total ($) | | David Kostman | 2025 | 500,000 | 1,000,000 | 2,105,067 | — | — | — | 3,605,067 | | CEO | 2024 | 430,000 | — | 3,102,000 | — | 326,289 | — | 3,858,289 | | Jason Kiviat | 2025 | 400,000 | 400,000 | 263,134 | — | 84,000 | 3,696 | 1,150,830 | | CFO | 2024 | 345,000 | — | 330,616 | — | 160,154 | 3,523 | 839,293 | | Asaf Porat(e) | 2025 | 400,846 | 600,000 | 1,300,334 | — | 61,000 | 105,378 | 2,467,558 | | COO | 2024 | 285,349 | — | 826,540 | — | 177,918 | 81,028 | 1,370,835 |

  28. 2025 Summary Compensation Table

    _______________________________________________ (a)Bonuses paid in recognition of the significant effort undertaken in connection with the Acquisition closing on February 3, 2025 (see section below entitled "Bonus and Non-Equity Incentive Plan Compensation" for more information). (b)For 2025, these amounts represent the aggregate grant date fair value of RSU awards granted in 2025 as computed in accordance with ASC 718. A discussion of our methodology for determining grant date fair value may be found in Note 13 to our 2025 audited financial statements included in our Annual Report on Form 10-K filed with the SEC on March 16, 2026. The vesting terms of the RSUs are described below in “Outstanding Equity Awards at Fiscal Year-End.” The value of the performance-based RSUs awards reflected in this column assumes maximum performance achievement. (c)For 2025, represents payouts under our 2025 annual bonus program, paid in 2026. For 2024, represents payouts under our 2024 annual bonus program, paid in 2025. The annual bonus programs are described below under “Disclosure to the Summary Compensation Table – Bonus and Non-Equity Incentive Plan Compensation.” (d)For Mr. Kiviat, the amount contributed to our tax qualified 401(k) plan as Company matching contributions. Our 401(k) plan is available to all U.S. employees. For Mr. Porat, amounts reported in this column include those mandated by applicable law, which includes payments, contributions and/or allocations for savings funds, pension, severance, vacation, risk insurances, social security, tax gross-up payments, as well as other benefits and perquisites provided to the Company’s employees in Israel, such as educational fund and commuting cost reimbursements, regardless of whether such amounts have actually been paid to the executive. (e)For Mr. Porat, compensation amounts received in non-U.S. currency have been converted into U.S. dollars using an exchange rate of 0.29 U.S. dollar per NIS (which was the average exchange rate for 2025), except bonus and the non-equity incentive plan compensation amount which amounts were approved by the Compensation Committee in U.S. dollars.

  29. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning unexercised options and unvested RSUs and PSUs outstanding as of December 31, 2025, for each named executive officer.

  30. Outstanding Equity Awards at Fiscal Year-End

    | | | Option awards | | | | | Stock awards | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) un-exercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | David | 12/24/2020 | 220,588 | — | — | 10.95 | 12/24/2030 | — | — | — | — | | Kostman | 04/19/2022 | — | — | — | — | — | 4,687(2) | 3,299 | — | — | | | 06/05/2023 | — | — | — | — | — | 35,156(2) | 24,746 | — | — | | | 06/04/2024 | — | — | — | — | — | 100,000(2) | 70,390 | — | — | | | 06/04/2024 | — | — | — | — | — | — | — | 666,664(3) | 469,265 | | | 06/05/2025 | — | — | — | — | — | 360,000(2) | 253,404 | — | — | | | 06/05/2025 | — | — | — | — | — | — | — | 320,000(6) | 225,248 | | Jason | 04/15/2016 | 2,647 | — | — | 8.26 | 04/15/2026 | — | — | — | — | | Kiviat | 06/07/2017 | 5,882 | — | — | 7.34 | 06/07/2027 | — | — | — | — | | | 04/19/2022 | — | — | — | — | — | 562(4) | 396 | — | — | | | 07/24/2022 | — | — | — | — | — | 12,500(4) | 8,799 | — | — | | | 06/05/2023 | — | — | — | — | — | 17,187(4) | 12,098 | — | — | | | 06/04/2024 | — | — | — | — | — | 28,000(4) | 19,709 | — | — | | | 06/04/2024 | — | — | — | — | — | — | — | 19,199(3) | 13,514 | | | 06/05/2025 | — | — | — | — | — | 45,000(4) | 31,676 | — | — | | | 06/05/2025 | — | — | — | — | — | — | — | 40,000(6) | 28,156 | | Asaf | 04/15/2016 | 2,941 | — | — | 8.26 | 04/15/2026 | — | — | — | — | | Porat | 12/24/2020 | 58,824 | — | — | 10.95 | 12/24/2030 | — | — | — | — | | | 04/19/2022 | — | — | — | — | — | 3,125(5) | 2,200 | — | — | | | 06/05/2023 | — | — | — | — | — | 7,812(5) | 5,499 | — | — | | | 06/05/2023 | — | — | — | — | — | — | — | 73,836(7) | 51,973 | | | 06/04/2024 | — | — | — | — | — | 70,000(5) | 49,273 | — | — | | | 06/04/2024 | — | — | — | — | — | — | — | 47,999(3) | 33,786 | | | 06/05/2025 | — | — | — | — | — | 250,000(8) | 175,975 | | | | | 06/05/2025 | — | — | — | — | — | 112,500(5) | 79,189 | | | | | 06/05/2025 | — | — | — | — | — | — | — | 100,000(6) | 70,390 |

  31. Outstanding Equity Awards at Fiscal Year-End

    _________________________________________________________________________ (1)Fair market value of our common stock used to determine the value of the awards listed in the table is $0.7039, our closing market price on December 31, 2025. (2)Represents RSUs that remain unvested of the 75,000 granted on April 19, 2022, 112,500 granted on June 5, 2023, 200,000 granted on June 4, 2024 and 480,000 granted on June 5, 2025, respectively. Such RSUs vest quarterly in equal increments over 16 quarters. (3)Represents PSUs granted in June 2024 with both performance-based conditions (stock price targets) and service-based vesting conditions that vest quarterly in equal increments over 12 quarters. In the first quarter of 2025, one of the stock price targets of these awards was met, and as a result, a portion of these PSUs, for which the service-based vesting condition was met, were released. (4)Represents RSUs that remain unvested of the 9,000 granted on April 19, 2022, 100,000 granted on July 24, 2022, 55,000 granted on June 5, 2023, 56,000 granted on June 4, 2024 and 60,000 granted on June 5, 2025, respectively. Such RSUs vest quarterly in equal increments over 16 quarters. (5)Represents RSUs that remain unvested of the 50,000 granted on April 19, 2022, 25,000 granted on June 5, 2023, 140,000 granted on June 4, 2024 and 150,000 granted on June 5, 2025, respectively. Such RSUs vest quarterly in equal increments over 16 quarters. (6)Represents PSUs granted in June 2025 with both performance-based conditions (relative TSR and financial metrics). Vesting occurs upon year-end certification of performance achievement and continued service. (7)Represents PSUs, the vesting of which was based on achievement of (i) an Ex-TAC Gross Profit growth performance target measured over 2024-2025 (50%) and (ii) an adjusted EBITDA as a percentage of Ex-TAC gross profit performance target measured over 2023-2025 (50%). In the first quarter of 2026, the Committee determined that 100% and 64% of the Ex-TAC Gross Profit and Adjusted EBITDA targets were achieved, respectively, resulting in the vesting and payout of the number of shares reported here. (8)Represents RSUs that remain unvested of the 250,000 granted on June 5, 2025. Such RSUs vest on March 5, 2028.

  32. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”:

  33. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO(1,2) | Compensation Actually Paid to PEO(1,3) | Average Summary Compensation Table Total for Non-PEO NEOs(1,2) | Average Compensation Actually Paid to Non-PEO NEOs(1,3) | Value of an initial $100 Investment: | Net Income ($ millions)(5) | | | | | | | Total Shareholder Return(4) | | | FY2025 | $3,605,067 | $(2,876,575) | $1,708,594 | $(41,698) | $16 | $(517.1) | | FY2024 | $3,858,289 | $6,558,989 | $1,105,064 | $1,667,155 | $164 | $(0.7) |

  34. Pay Versus Performance Disclosure

    _______________________________________________________ (1)NEOs included in these columns reflect the following individuals:

  35. Pay Versus Performance Disclosure

    | Year | PEO | Non-PEO NEOs | | FY2025 | David Kostman | Jason Kiviat, Asaf Porat | | FY2024 | David Kostman | Jason Kiviat, Asaf Porat |

  36. Pay Versus Performance Disclosure

    (2)Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. (3)Compensation Actually Paid (“CAP”) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (“SCT”):

  37. Pay Versus Performance Disclosure

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for PEO | Fiscal Year FY2025 ($) | Fiscal Year FY2024 ($) | | Summary Compensation Table Total | $3,605,067 | $3,858,289 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | $(2,105,067) | $(3,102,000) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $287,266 | $5,275,920 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(4,105,773) | $242,810 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $221,394 | $254,750 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $(779,462) | $29,220 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $(2,876,575) | $6,558,989 |

  38. Pay Versus Performance Disclosure

    | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year FY2025 ($) | Fiscal Year FY2024 ($) | | Summary Compensation Table Total | $1,708,594 | $1,105,064 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | $(781,734) | $(578,578) | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $150,827 | $791,178 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(831,681) | $201,330 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $48,430 | $124,828 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $(336,134) | $23,333 |

  39. Pay Versus Performance Disclosure

    | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $(41,698) | $1,667,155 |

  40. Pay Versus Performance Disclosure

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.

  41. Pay Versus Performance Disclosure

    | | Fiscal Year FY2025 | Fiscal Year FY2024 | | Restricted Stock Units | | | | Stock Price | $0.61 - $4.51 | $3.62 - $7.60 | | Performance Share Units | | | | Financial Metric Multiplier | 0% - 100% | 60.55% - 67.30% | | Volatility | 81.3% - 105.9% | 46.3% | | Risk-Free Interest Rate | 3.4% | 4.2% | | Stock Options | | | | Expected Term | | 6.02 years | | Strike Price | | $10.95 | | Volatility | | 57.0% - 61.7% | | Dividend Yield | | 0.0% | | Risk-Free Interest Rate | | 3.4% - 4.5% |

  42. Pay Versus Performance Disclosure

    (4)Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2023 through the end of the applicable fiscal year, assuming reinvestment of dividends. (5)The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year.

  43. Relationship between Compensation Actually Paid and the Company’s Performance

    Relationship between Compensation Actually Paid and the Company’s Performance The following charts illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR and the Company’s Net Income:

  44. Registration Rights to Directors and Officers

    Registration Rights to Directors and Officers Investor Rights Agreement Registration Rights Our amended and restated investors’ rights agreement, made as of February 3, 2025 (the “IRA”), entitles those stockholders who are a party to such agreement (the “IRA Holders”) to certain registration rights. In accordance with the IRA, and subject to conditions listed below, certain entities that beneficially own more than 5% of our outstanding stock or are our directors or executive officers are entitled to certain registration rights under the agreement, namely Viola Ventures, and our Co-Founder and Board Chair, Yaron Galai. Form S-1 Demand Rights. At any time until July 27, 2026, upon the written request of the holders of more than 35% of the shares of common stock held by the IRA Holders other than Mr. Galai, which shares are deemed “Registrable Shares” under the IRA, we are required to file a registration statement in respect of the common stock held by such holders. Following a request to effect such a registration, we are required to give written notice of the request to the other holders of registrable securities under the IRA and to the holders of the Registrable Securities (as defined below) under the RRA (as defined below) within 10 days and offer them an opportunity to include their stock in the registration statement. We are not required to effect more than two registrations on Form S-1 and we are only required to do so if the anticipated gross aggregate offering price stated in any such demand is at least $5.0 million. Form S-3 Demand Rights. Upon the written request of any IRA Holder other than Mr. Galai, we are required to file a registration statement on Form S-3 in respect of the Registrable Shares held by such IRA Holder. Following a request to effect such a registration, we are required to give written notice of the request to the other holders of registrable securities under the IRA and to the holders of the Registrable Securities under the RRA within 20 days and offer them an opportunity to include their stock in the registration statement. We are not required to effect a registration on Form S-3 if we have already effected, within the preceding 90-day period, a demand registration on Form S-1 as described above, a registration on Form S-3 in accordance with this section, a registration pursuant to the RRA or a piggy-back underwritten offering in which the IRA Holders were able to include at least 80% of the Registrable Shares they requested to include and are only required to do so if the anticipated aggregate price to the public, net of any underwriters’ discounts or commissions, from any such registration is at least $1.0 million. Piggyback registration rights. Stockholders holding registrable securities also have the right to request that we include their registrable securities in any registration statement filed by us in the future for the purposes of a public offering for cash, subject to specified exceptions. Holders of registrable securities continue to have the right to include any registrable securities in subsequent piggyback registration statements regardless of whether the holder has opted out of such past registration statements. Cutback. In the event that the managing underwriter advises us in writing that marketing factors require a limitation on the number of shares that can be included in a registered offering, the shares will be included in the registration statement in an agreed order of preference among the holders of registration rights. We have first preference but the aggregate amount of registrable securities registered for our stockholders may not be reduced below 25% of the aggregate amount of securities included in the offering. Termination. With respect to any of our holders of registrable securities that hold less than 5% of our outstanding equity securities, registration rights terminate when the shares held by such stockholder can be sold under Rule 144. Expenses. We will pay all expenses in carrying out the foregoing registrations other than any underwriting discounts and commissions (for which each of the Holders participating in such registration shall pay its pro rata portion) and the fees and expenses of a Holder’s own advisors. Altice Teads Registration Rights Agreement In addition to our existing IRA, prior to the closing of the Acquisition, we entered into a registration rights agreement with Altice Teads (the “RRA”). The RRA entitles Altice Teads to certain registration rights following the closing of the Acquisition subject to conditions listed below. Form S-1 Demand Rights. Following the closing of the Acquisition, upon the written request of the holders of more than 35% of the shares of common stock issued to Altice Teads in the Acquisition, which shares are deemed “Registrable Securities” under the RRA, we are required to file a registration statement in respect of such common stock. Following a request to effect such a registration, we are required to give written notice of the request to the other holders of registrable securities and the holders of securities which are registerable under the IRA and offer them an opportunity to include their stock in the registration statement. We are not required to effect more than two registrations on Form S-1 and we are only required to do so if the minimum aggregate offering price stated in any such demand is at least $5.0 million. Form S-3 Demand Rights. Upon the written request of any holder of Registrable Securities under the RRA, we are required to file a registration statement on Form S-3 in respect of such common stock held by such holders. Following a request to effect such a registration, we are required to give written notice of the request to the other holders of registrable securities and the holders of securities which are registrable under the IRA and offer them an opportunity to include their stock in the registration statement. We are not required to effect a registration on Form S-3 if we have already effected a registration on Form S-3 within the 90 day period preceding the date of such request and are only required to do so if the aggregate price to the public, net of any underwriters’ discounts or commissions, from any such registration is estimated to be at least $1.0 million. Piggyback registration rights. Stockholders holding registrable securities also have the right to request that we include their registrable securities in any registration statement filed by us in the future for the purposes of a public offering for cash, subject to specified exceptions. Holders of registrable securities continue to have the right to include any registrable securities in subsequent piggyback registration statements regardless of whether the holder has opted out of such past registration statements. Cutback. In the event that the managing underwriter advises us in writing that marketing factors require a limitation on the number of shares that can be included in a registered offering, the shares will be included in the registration statement in an agreed order of preference among the holders of registration rights. We have first preference but the aggregate amount of registrable securities registered for our stockholders may not be reduced below 25% of the aggregate amount of securities included in the offering. Termination. The RRA provides that Registrable Securities then held by any holder of Registrable Securities which constitute less than 5% of our outstanding equity securities, are no longer deemed “Registrable Securities,” and registration rights with respect to such holder terminate when the shares held by such stockholder can be sold within a three-month period under Rule 144. Expenses. We will pay all expenses in carrying out the foregoing registrations other than any underwriting discounts and commissions.