[Form 4] Teads Holding Co. Insider Trading Activity

Rhea-AI Filing Summary

Teads Holding Co. insider filing: Jason Kiviat, Chief Financial Officer, reported share withholdings to cover tax obligations arising from the vesting and settlement of equity awards. On 09/07/2025 the issuer withheld 306, 7,016, and 1,914 shares related to performance stock units and restricted stock units under the 2021 Long-Term Incentive Plan and the 2007 Omnibus Plan. The transactions were reported at a price of $1.63 per share and reduced Mr. Kiviat’s beneficial holdings to 239,893 shares following the reported transactions.

Positive

• Issuer complied with Rule 16b-3 exemptions for withholding related to equity award settlements
• Timely reporting of the transactions by the reporting person (filed 09/08/2025)

Negative

• Insider beneficial holdings decreased to 239,893 shares after tax-withholding
• Transaction price reported at $1.63 per share, indicating shares were valued/withheld at that level

Insights

Financial Analyst

TL;DR: Routine tax-withholding on vested equity; reduces insider share count but reflects compensation settlement, not an open-market sale.

The Form 4 shows shares were withheld by Teads to satisfy tax obligations upon vesting of PSU and RSU awards. The transactions are exempt under Rule 16b-3 and reported at $1.63 per share. This is a common, non-dispositive insider action that lowers the reported beneficial ownership to 239,893 shares. There is no indication of a market sale or change in officer status.

Corporate Governance Expert

TL;DR: Standard post-vesting withholding; consistent with equity compensation administration and disclosure requirements.

The filing documents statutory withholding by the issuer for tax purposes upon settlement of performance and restricted stock units under two equity plans. Such withholdings are administrative and exempt under Rule 16b-3, indicating the company followed customary procedures. The signature via attorney-in-fact confirms a timely filing. No governance red flags or unusual related-party transactions are disclosed.

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

OMB APPROVAL

OMB Number:			3235-0287
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hours per response:			0.5

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^*

Kiviat Jason

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		306(1)	D	$1.63	248,823	D
Common Stock	09/07/2025		F		7,016(2)	D	$1.63	241,807	D
Common Stock	09/07/2025		F		1,914(3)	D	$1.63	239,893	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did TEAD insider Jason Kiviat report on Form 4?

He reported shares withheld to cover taxes from the vesting and settlement of performance stock units and restricted stock units on 09/07/2025.

How many shares were withheld and what plans were involved?

The issuer withheld 306 shares (PSUs under the 2021 LTIP), 7,016 shares (RSUs under the 2021 LTIP), and 1,914 shares (RSUs under the 2007 Omnibus Plan).

Did the Form 4 report an open-market sale by the insider?

No. The filing shows share withholding by the issuer to satisfy tax obligations upon vesting, not an open-market sale.

What was the price used for the reported transactions?

The transactions are reported at a price of $1.63 per share.

What is the insider's beneficial ownership after these transactions?

Beneficial ownership is reported as 239,893 shares following the reported transactions.