Outbrain Inc. Files 8-K for Regulatory Updates

TL;DR

Outbrain filed an 8-K, mostly procedural stuff, no major news yet.

AI Summary

Outbrain Inc. filed an 8-K on February 7, 2025, to report current information. The filing primarily concerns Regulation FD Disclosure and Financial Statements and Exhibits, with no specific material events or financial figures detailed in the provided text.

Why It Matters

This filing indicates Outbrain Inc. is adhering to its reporting obligations with the SEC, providing transparency to investors regarding company information.

Risk Assessment

Risk Level: low — The filing is a standard 8-K for reporting purposes and does not disclose any new material risks or events.

Key Players & Entities

• Outbrain Inc. (company) — Registrant
• February 7, 2025 (date) — Date of earliest event reported
• 111 West 19th Street (location) — Principal executive offices address
• New York, NY 10011 (location) — Principal executive offices address
• (646) 867-0149 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ich registered Common stock, par value $0.001 per share OB The Nasdaq Stock Marke
• $637.5 million — ed private offering (the "Offering") of $637.5 million in aggregate principal amount of 10.000
• $625.0 million — increased from the previously announced $625.0 million aggregate principal amount. The Notes w

Filing Documents

• ny20037354x7_8k.htm (8-K) — 40KB
• 0001140361-25-003600.txt ( ) — 179KB
• ob-20250207.xsd (EX-101.SCH) — 4KB
• ob-20250207_lab.xml (EX-101.LAB) — 22KB
• ob-20250207_pre.xml (EX-101.PRE) — 16KB
• ny20037354x7_8k_htm.xml (XML) — 4KB

01

Item 7.01. Regulation FD Disclosure. On February 7, 2025, OT Midco Inc. ("OT Midco"), a Delaware corporation and a wholly owned subsidiary of Outbrain Inc., a Delaware corporation ("Outbrain"), priced its previously announced private offering (the "Offering") of $637.5 million in aggregate principal amount of 10.000% senior secured notes due 2030 (the "Notes") at an issue price of 98.087% of the principal amount thereof in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). The size of the Offering was increased from the previously announced $625.0 million aggregate principal amount. The Notes will be guaranteed, jointly and severally on a secured, unsubordinated basis by Outbrain and each existing and future wholly-owned subsidiary of Outbrain that becomes a borrower, issuer or guarantor under Outbrain's super senior secured revolving credit facility. The Notes will also be secured by first-priority lien over (i) all or substantially all assets of OT Midco, Outbrain and Teads Australia PTY Ltd, a subsidiary of Outbrain in Australia, and (ii) certain assets of some of the other direct and indirect subsidiaries of Outbrain in England and Wales, Canada, Germany, Mexico, Singapore, Switzerland, Luxembourg, Japan, Italy, France and Israel. The Offering is expected to close on February 11, 2025, subject to customary closing conditions. The proceeds from the Offering will be used, together with cash on hand, to (i) repay in full and cancel the indebtedness incurred under the senior secured bridge facility (the "Bridge Facility"), including accrued and unpaid interest thereon (the "Bridge Facility Refinancing"), that was used to finance and pay costs related to Outbrain's acquisition of TEADS (the "Acquisition"), a private limited liability company (socit responsabilit limite) incorporated and existing under the laws of the Grand Duchy of Luxembourg ("Teads"), and (ii) pay fees and expenses incurred in connection

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Outbrain has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. OUTBRAIN INC. Date: February 7, 2025 By: /s/ David Kostman Name: David Kostman Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR