{"url_path":"/sec/tead/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1454938/0001454938-26-000037-index.html","accession_number":"0001454938-26-000037","cik":"0001454938","ticker":"TEAD","issuer_name":"Teads Holding Co.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1454938/0001454938-26-000037-index.html","primary_entity_key":"0001454938","primary_entity_name":"Teads Holding Co."},"word_count":379,"has_tables":true,"body_markdown":"Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\nRecent Sales of Unregistered Securities\n\nThe shares of the Common Stock issued to Altice Teads S.A. on February 3, 2025 as consideration in connection with the Acquisition were issued in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act.\n\nPurchases of Equity Securities by the Issuer\n\nOn December 14, 2022, our Board approved a share repurchase program authorizing us to repurchase up to $30 million of our Common Stock, with no requirement to purchase any minimum number of shares. The manner, timing, and actual number of shares repurchased under the program will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through privately negotiated transactions or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Exchange Act. The repurchase program may be commenced, suspended, or terminated at any time at our discretion without prior notice.\n\nIn addition, we may from time to time withhold shares in connection with tax obligations related to vesting of restricted stock units in accordance with the terms of our equity incentive plans and the underlying award agreements. The below table sets forth the repurchases of our Common Stock for the three months ended March 31, 2026:\n\nPeriod\n(a) Total number of shares (or units) purchased (1)\n(b) Average price paid per share (or unit) (c) Total number of shares purchased as part of publicly announced plans or programs\n(d) Approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands)\n\nJanuary 2026— $—— $6,615\n\nFebruary 2026— $—— $6,615\n\nMarch 202645,161 $0.84— $6,615\n\nTOTAL45,161 — \n\n_____________________\n\n(1)Total number of shares purchased is comprised of shares withheld to satisfy employee tax withholding obligations arising in connection with the vesting and settlement of restricted stock units under our 2007 Omnibus Securities and Incentive Plan and our 2021 Long-Term Incentive Plan.\n\nOn February 3, 2025, as part of the equity portion of the consideration for the Acquisition, we reissued 13,429,839 shares of our Treasury Stock at $6.01 per share, or a value of $80.7 million."}