[8-K] Teads Holding Co. Reports Material Event

Rhea-AI Filing Summary

Teads Holding Co. reported the results of its 2026 Annual Meeting of Stockholders, where all proposals received shareholder approval. Four Class II directors—Dexter Goei, Yaffa Krindel, Mark Mullen and Arne Wolter—were elected with between 64.8 million and 66.2 million votes cast in favor, plus 12.5 million broker non-votes.

Stockholders approved, on an advisory basis, the compensation of named executive officers with 64.2 million votes for and 8.2 million against, and supported holding future pay advisory votes every year, with 72.1 million votes for a one-year frequency. They also ratified KPMG LLP as independent auditor for 2026.

Shareholders adopted an amendment to the Company’s Thirteenth Amended and Restated Certificate of Incorporation authorizing a reverse stock split of issued common shares at a ratio between 1-for-5 and 1-for-25, without reducing authorized shares. The exact ratio and timing will be set later at the Board of Directors’ sole discretion.

Insights

Corporate governance analyst

Teads shareholders backed all 2026 meeting proposals, including broad reverse split authority.

The voting shows solid support for the existing board and executive pay framework, with director nominees and the say-on-pay proposal receiving substantially more votes for than against. Advisory support for annual say-on-pay aligns with many governance best-practice standards.

The reverse stock split authorization, with a wide ratio range of 1-for-5 to 1-for-25 and unchanged authorized share count, gives the board flexibility to manage the share price and capital structure. Actual impact will depend on the specific ratio and implementation date chosen by the board.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

Teads Holding Co.

(Exact name of registrant as specified in its charter)

Delaware

001-40643

20-5391629

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

111 West 19th Street

New York, NY 10011

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code): (646) 867-0149

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

TEAD

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.    Submission of Matters to a Vote of Security Holders.

On May 14, 2026, Teads Holding Co. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the matters acted upon at the Annual Meeting and the final voting results of each matter.

Proposal 1: Election of Directors

To elect Dexter Goei as a Class II director of the Company to serve for a three-year term until the 2029 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

For						Withhold						Broker Non-Votes
66,203,787						6,229,369						12,464,010

To elect Yaffa Krindel as a Class II director of the Company to serve for a three-year term until the 2029 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

For						Withhold						Broker Non-Votes
66,084,710						6,348,446						12,464,010

To elect Mark Mullen as a Class II director of the Company to serve for a three-year term until the 2029 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

For						Withhold						Broker Non-Votes
66,205,225						6,227,931						12,464,010

To elect Arne Wolter as a Class II director of the Company to serve for a three-year term until the 2029 Annual Meeting of Stockholders and until the director’s successor has been duly elected and qualified:

For						Withhold						Broker Non-Votes
64,825,702						7,607,454						12,464,010

Proposal 2: Non-Binding Advisory Vote on the Compensation of our Named Executive Officers

To approve, on an advisory basis, the compensation of our named executive officers, described in the proxy statement:

For						Against						Abstain						Broker Non-Votes
64,163,830						8,225,154						44,172						12,464,010

Proposal 3: Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

To cast an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers:

1 Year						2 Years						3 Years						Abstain						Broker Non-Votes
72,126,473						28,848						262,992						14,843						12,464,010

Based on the outcome of this vote, which was consistent with the recommendation of the Company’s Board of Directors, the Company will hold an advisory vote on the compensation of its named executive officers on an annual basis until the next vote on the frequency of holding such advisory votes.

    2

Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026:

For						Against						Abstain
84,590,327						210,917						95,922

Proposal 5: Reverse Stock Split

To adopt and approve an amendment to Teads Holding Co. Thirteenth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued shares of common stock at a ratio within the range of 1-for-5 to 1-for-25, without reducing the authorized number of shares, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Board of Directors, without further approval or authorization of the Company’s stockholders:

For						Against						Abstain
84,267,163						559,081						70,922

    3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

			TEADS HOLDING CO.
Date: May 15, 2026			By:			/s/ David Kostman
						Name: David Kostman
						Title: Chief Executive Officer

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Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB