v3.25.3
Acquisition
 9 Months Ended
Sep. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisition 2. Acquisition
On February 3, 2025, the Company completed the Acquisition, with consideration paid at the closing of approximately $0.9 billion, comprised of a cash payment of $625 million, subject to certain customary adjustments, and 43.75 million shares of Outbrain’s Common Stock, pursuant to Amendment No. 1 to the definitive share purchase agreement, dated August 1, 2024, by and between the Company, Altice Teads S.A. (“Altice Teads”), a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg and the sole shareholder of Legacy Teads, and Legacy Teads, as amended (the “SPA). The Company also appointed two additional new directors designated by Altice Teads to its Board of Directors (“Board”), as required by the SPA. Following the closing, Altice Teads owned approximately 46.6% of the Company’s issued and outstanding shares of Common Stock. The Acquisition combined the offerings of Outbrain and Legacy Teads into one of the largest Open Internet platforms, allowing the Company to better serve enterprise brands and agencies, as well as mid-market and direct response advertisers across different media environments.
The following table summarizes the total purchase consideration as of the Acquisition date:
February 3, 2025
(In thousands)
Cash consideration paid on Acquisition date(1)
$621,948 
Fair value of stock consideration(2)
262,938 
  Total consideration$884,886 
___________________________________________
(1) The cash portion of consideration was funded by the Bridge Facility pursuant to the Credit Agreement, each as defined below, entered into on February 3, 2025. See Note 9 for additional information.
(2) Calculated based on the stock price of $6.01 per share prior to Acquisition close.
This Acquisition was accounted for as a business combination under Accounting Standards Codification 805, “Business Combinations,” using the acquisition method of accounting and Outbrain was determined to be the accounting acquirer. During the three and nine months ended September 30, 2025, the Company recorded transaction costs (direct acquisition costs) of $0.4 million and $12.5 million, respectively, which were included in general and administrative expenses in the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2025. The Company allocated the purchase price to identifiable assets acquired based on their estimated fair values at Acquisition date, which required management to use significant judgment and estimates, including valuation methodologies, estimates of future revenue, costs and cash flows, discount rates, and identifying comparable companies. The Company engaged third-party valuation specialists to assist in determining the fair values of the acquired assets and liabilities.
The following table presents the preliminary allocation of the purchase price to the identifiable assets and liabilities based on their estimated fair values as of the Acquisition date:
Preliminary Purchase Price AllocationMeasurement Period AdjustmentsPreliminary Purchase Price Allocation (As Adjusted)
(in thousands)
Cash and cash equivalents$23,619 $— $23,619 
Accounts receivable, net210,317 (1,720)208,597 
Prepaid expenses and other current assets26,581 — 26,581 
Property and equipment3,581 — 3,581 
Operating lease right of use assets13,218 — 13,218 
Other intangible assets384,400 — 384,400 
Indemnification assets26,305 (922)25,383 
Other assets2,076 — 2,076 
   Total assets acquired$690,097 $(2,642)$687,455 
Accounts payable69,687 — 69,687 
Accrued compensation and benefits34,341 — 34,341 
Accrued and other liabilities79,724 (821)78,903 
Short-term borrowings15,424 — 15,424 
Deferred tax liability66,513 104 66,617 
Contingent tax liabilities26,305 (922)25,383 
Operating lease liabilities, noncurrent9,830 — 9,830 
Other long-term liabilities4,966 — 4,966 
    Total liabilities assumed$306,790 $(1,639)$305,151 
Net assets acquired383,307 (1,003)382,304 
Goodwill501,579 1,003 502,582 
    Total consideration$884,886 $— $884,886 
The above purchase price allocation of the fair values of the assets acquired and liabilities assumed is preliminary and is subject to change, as the Company’s estimates of consideration and other balances, such as intangibles, goodwill, and deferred income taxes are finalized during the measurement period, up to a year from the Acquisition date. Measurement period adjustments are based on information about facts and circumstances that existed at the Acquisition date that, if known, would have impacted the amounts recognized on that date.

The difference between the fair value of the consideration paid for the acquired entity and the estimated fair value of the net assets acquired is recorded as goodwill, and is primarily attributable to the future growth and monetization opportunities and expected synergies. Goodwill is not amortized but will be evaluated for impairment at least annually, or more frequently if there are indicators of impairment. The Company has some basis in goodwill for U.S. income tax purposes for certain acquired foreign entities, but no basis for U.S. income tax purposes for acquired U.S. entities and no basis for foreign income tax purposes for any entity.
The Company also recorded an indemnification asset and a corresponding liability of $25.4 million related to certain tax matters that existed prior to the Acquisition, for which Altice Teads has agreed to provide an indemnity (see Note 11 for further details). The indemnification asset and liability are included within indemnification asset and contingent tax liabilities in our condensed consolidated balance sheet as of September 30, 2025. Altice Teads’ indemnification obligation may be increased if other indemnified risks materialize and will remain in place until all covered matters are resolved.
The identifiable intangible assets included within other intangible assets in the table above consist of the following:
February 3, 2025
AmountWeighted-Average Amortization Period
(In thousands)
(In years)
Customer Relationships$237,100 10.3 years
Publisher relationships51,200 8.0 years
Technology intangibles73,400 5.0 years
Tradenames22,700 11.0 years
    Total other intangibles$384,400 

Pro forma financial information
The Company’s consolidated statements of operations include Teads’ results of operations from February 3, 2025 through September 30, 2025. For the three months ended September 30, 2025, the Legacy Teads business contributed revenue and net loss of $126.8 million and $16.4 million, respectively. For the period from February 3, 2025 to September 30, 2025, the Legacy Teads business contributed revenues and net loss of $346.2 million and $53.3 million, respectively. These amounts include the interest expense on the debt used to finance the Acquisition and the amortization of intangible assets recognized on Acquisition.
The following unaudited pro forma financial information for the periods presented are based on our historical consolidated financial statements, adjusted to reflect the Acquisition as if it occurred on January 1, 2024. The unaudited pro forma financial results are as follows:
Nine Months EndedThree Months Ended
September 30, 2025September 30, 2024September 30, 2024
(In thousands)
Revenue$978,712 $1,083,664 $373,521 
Net loss$(117,259)$(22,198)$(3,427)
The unaudited pro forma financial information is presented for informational purposes only and is not indicative of actual results that would have been achieved, nor does it intend to project the future financial results of the Company after the Acquisition. The unaudited pro forma information presented above includes adjustments primarily related to U.S. GAAP and policy alignment, amortization of acquired intangible assets, incremental financing costs, certain Acquisition-related charges, and related tax effects. The unaudited pro forma information is based on certain assumptions, which management believes are reasonable, and does not reflect the cost of any integration activities or synergies that may be derived from any integration activities.