Outbrain Inc. (Nasdaq: OB), relating to its proposed merger with Teads S.A. Under the terms of the agreement, Outbrain will acquire Teads in exchange for a cash payment of $725 million, subject to certain customary adjustments, 35 million newly issued shares of Outbrain common stock, par value $0.001 per share, of Outbrain and, 10.5 million newly issued Outbrain Series A Convertible Preferred Shares.