Sec Form 4 Filing - Porat Asaf @ Teads Holding Co. - 2026-03-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Porat Asaf
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 Operating Officer
(Last) (First) (Middle)
111 WEST 19TH STREET
3. Date of Earliest Transaction (MM/DD/YY)
03/11/2026
(Street)
NEW YORK, NY10011
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/11/2026 A 73,836 ( 1 ) A $ 0 1,002,136 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Porat Asaf
111 WEST 19TH STREET
NEW YORK, NY10011
Chief Operating Officer
Signatures
/s/ Veronica Gonzalez, as attorney-in-fact 03/13/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents performance-based restricted stock units (PSUs) originally granted on June 5, 2023, under the Issuer's 2021 Long-Term Incentive Plan. The PSUs were subject to achievement of specified internal financial performance metrics over a performance period ending December 31, 2025. The award provided for (i) 45,000 target units based on the Company's average Ex-TAC Gross Profit growth from January 1, 2024 through December 31, 2025 ("the Ex-TAC Target"), and (ii) 45,000 target units based on the cumulative percentage of Adjusted EBITDA to Ex-TAC Gross Profit over the period January 1, 2023 through December 31, 2025 ("the EBITDA Target"). On March 11, 2026, the Compensation Committee certified achievement of 100% of the Ex-TAC Target and 64.08% of the EBITDA Target, resulting in the issuance of 73,836 shares of common stock.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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