[Form 4] Teads Holding Co. Insider Trading Activity

Rhea-AI Filing Summary

David Kostman, who is listed as both Chief Executive Officer and a director of Teads Holding Co. (TEAD), reported three transactions dated 09/07/2025 that resulted in the disposition of shares to satisfy tax withholding obligations upon equity vesting. The Form 4 shows 9,216, 13,391 and 16,590 common shares disposed at a reported price of $1.63 per share, totaling 39,197 shares withheld. Following those transactions the filing lists beneficial ownership balances of 1,243,936, 1,230,545 and 1,213,955 shares, respectively. The explanatory footnotes state the shares were withheld by the issuer to cover tax obligations arising from the vesting and settlement of performance stock units and restricted stock units under the companys equity incentive plans, in transactions exempt under Rule 16b-3. The form is signed by an attorney-in-fact on 09/08/2025.

Positive

• Transactions were issuer-withheld to cover tax obligations, described as exempt under Rule 16b-3 (administrative, not open-market sales).
• Full explanatory footnotes provided specifying the awards (performance stock units and restricted stock units) and the applicable equity plans.

Negative

• Beneficial ownership decreased by 39,197 shares due to withholding (9,216 + 13,391 + 16,590), reducing reported share counts to the listed post-transaction balances.
• Filing shows dispositions only; no information on any accompanying cash proceeds or alternative withholding mechanics beyond issuer withholding.

Insights

Financial Analyst

TL;DR: Routine tax-withholding disposals of equity by CEO; no indication of open-market sales or change in compensation structure.

The reported activity consists of shares withheld by the issuer to satisfy tax obligations on vested equity awards. The transactions are noted as exempt under Rule 16b-3, which typically indicates an issuer-facilitated withholding rather than an open-market sale. Aggregate shares withheld equal 39,197, recorded at $1.63 per share. The filing provides post-transaction beneficial ownership levels but does not disclose any cash-market sale, new grants, or change in executive role. From a financial-impact perspective, these are routine administrative actions tied to equity settlement and do not, by themselves, signal changes to company performance or capital structure.

Corporate Governance Expert

TL;DR: Standard insider reporting for tax-withholding on vested awards; compliant with Rule 16b-3 and executed via issuer withholding.

The Form 4 clearly explains that shares were withheld to cover tax obligations arising from vesting of performance stock units and restricted stock units under the 2021 and 2007 equity plans. The use of issuer withholding is consistent with typical executive compensation settlement practices and is identified as exempt under Rule 16b-3, which preserves the affirmative defense to certain insider trading liability. The signature by an attorney-in-fact is documented. No departures from governance norms or extraordinary transactions are disclosed in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kostman David

(Last) (First) (Middle)

111 WEST 19TH STREET

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Teads Holding Co. [ TEAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/07/2025		F		9,216(1)	D	$1.63	1,243,936	D
Common Stock	09/07/2025		F		13,391(2)	D	$1.63	1,230,545	D
Common Stock	09/07/2025		F		16,590(3)	D	$1.63	1,213,955	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares withheld by the Issuer to cover tax obligations arising upon vesting and settlement of performance stock units under the Issuer's 2021 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3.

2. Shares withheld by the Issuer to cover tax obligations arising upon vesting and settlement of restricted stock units under the Issuer's 2021 Long-Term Incentive Plan in a transaction exempt under Rule 16b-3.

3. Shares withheld by the Issuer to cover tax obligations arising upon vesting and settlement of restricted stock units under the Issuer's 2007 Omnibus Securities and Incentive Plan in a transaction exempt under Rule 16b-3.

Remarks:

	/s/ Veronica Gonzalez, as attorney-in-fact	09/08/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did TEAD insider David Kostman report on Form 4?

He reported three share dispositions on 09/07/2025 where shares were withheld to cover tax obligations upon vesting of equity awards.

How many shares were withheld and at what price?

39,197 shares were withheld in total (9,216; 13,391; 16,590) at a reported price of $1.63 per share.

Why were the shares disposed of according to the filing?

The shares were withheld by the issuer to cover tax obligations arising from vesting and settlement of performance stock units and restricted stock units.

Does the Form 4 indicate an open-market sale?

No. The filing states the share movements are issuer-withheld and exempt under Rule 16b-3, not open-market sales.

What were the reported beneficial ownership balances after the transactions?

Post-transaction beneficial ownership is listed as 1,243,936; 1,230,545; and 1,213,955 shares following each respective withholding event.

Who signed the Form 4 and when?

The form was signed by an attorney-in-fact, Veronica Gonzalez, with a signature date of 09/08/2025.