Teads Holding Co. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share TEAD The Nasdaq Stock Mar
• $1.00 — has been below the required minimum of $1.00 per share (the "Minimum Bid Price Requi

Filing Documents

• o12232558k.htm (8-K) — 30KB
• 0001214659-25-018446.txt ( ) — 193KB
• tead-20251222.xsd (EX-101.SCH) — 3KB
• tead-20251222_lab.xml (EX-101.LAB) — 33KB
• tead-20251222_pre.xml (EX-101.PRE) — 22KB
• o12232558k_htm.xml (XML) — 3KB

01. Notice of Delisting or Failure to

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 22, 2025, Teads Holding Co. (the "Company") received written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it is not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price of the Company's common stock has been below the required minimum of $1.00 per share (the "Minimum Bid Price Requirement") for 30 consecutive business days. The Notice has no immediate effect on the listing or trading of the Company's common stock, which continues to trade on The Nasdaq Global Select Market under the symbol "TEAD". The Notice also does not affect the Company's ongoing business operations or its reporting requirements with the Securities and Exchange Commission. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until June 22, 2026 (the "Compliance Date"), to regain compliance with the Minimum Bid Price Requirement. The Company intends to actively monitor the bid price of its common stock and will consider available options to regain compliance during this initial period, including, among other things, a reverse stock split of the Company's common stock. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days at any time prior to the Compliance Date, unless the Nasdaq Staff exercises its discretion to extend this ten business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). In the event that the Company does not regain compliance with the Minimum Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional 180-calendar day compliance period if it elects to transfer to The Nasdaq Capital Market to take advantage of the additional compliance pe

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking requirements, the potential for an additional compliance period, and the Company's ability to appeal any delisting determination to Nasdaq. You can generally identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "guidance," "outlook," "target," "projects," "contemplates," "believes," "estimates," "predicts," "foresee," "potential" or "continue" or the negative of these terms or other similar expressions that concern the Company's expectations, strategy, plans or intentions or are not statements of historical fact. 2 The Company has based these forward-looking statements largely on the Company's expectations and projections regarding future events and trends that the Company believes may affect its business, financial condition, and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including, but not limited to: the Company's ability to regain compliance with the Minimum Bid Price Requirement within the applicable grace periods; whether the Company will meet Nasdaq's compliance standards; whether Nasdaq will grant the Company any relief from delisting; the potential for Nasdaq to delist the Company's common stock, which could negatively impact the market price and liquidity of the common stock; and the other important risks described in the section entitled "Risk Factors" and elsewhere in the Company's Annual Report on Form 10-K filed for the year ended December 31, 2024, and the Company's Quarterly Reports on Form 10-Q file

SIGNATURES

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: December 23, 2025 By: /s/ David Kostman Name: David Kostman Title: Chief Executive Officer 4

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