Teads - Earnings Call - Q1 2025

Executive Summary

• Q1 2025 was the first quarter post-Teads close; revenue rose 32% YoY to $286.4M and Ex-TAC gross profit nearly doubled to $103.1M, driven by the acquired higher-margin mix; GAAP net loss widened on acquisition, impairment, and restructuring charges, while adjusted EBITDA was $10.7M and within guidance.
• Management achieved Q1 guidance and introduced wide Q2 ranges (Ex‑TAC GP $141–$150M; Adj. EBITDA $26–$34M) while maintaining FY25 Adj. EBITDA of at least $180M; cost synergy capture for 2025 increased to about $40M versus initial expectations.
• Strategic positives: 100%+ YoY CTV growth now ~5% of ad spend; Moments vertical video live on 70+ publishers; >50 JBP partnerships and early cross-sell wins; U.S. legacy Teads trends improving.
• Key debate: pro forma revenue still declining (~7% YoY in Q1) but improving from Q4; leverage at 10% notes ($637.5M principal) raises focus on EBITDA ramp and cash generation; first semiannual interest due in August.
• Potential stock reaction catalysts: accelerated synergy realization (90% of compensation-related actions already taken), cross-sell ramp, CTV scale and exclusive home-screen inventory, and maintained FY profitability targets amid macro “shorter planning cycles”.

What Went Well and What Went Wrong

• What Went Well

  • Delivered results “above the mid-range of guidance,” achieving Q1 Ex‑TAC GP and adjusted EBITDA targets during integration; Ex‑TAC GP growth (+98% YoY) outpaced revenue on mix benefits from Teads’ higher margin profile.
  • Strategic momentum: >100% YoY CTV growth to ~5% of ad spend; Moments vertical video now live on 70+ publishers; >50 JBPs including Ferrero, Haleon, PMI, Beiersdorf; early cross-sell campaigns launched in Q2.
  • Cost synergies tracking ahead: ~90% of compensation-related actions executed; 2025 cost synergy benefit raised to ~$40M, with visibility to ~$60M annualized cost synergies by 2026 and a run-rate by end-2025.

• What Went Wrong

  • GAAP net loss widened to $(54.8)M on acquisition-related costs ($16.4M), impairment ($15.6M, vi discontinuance), restructuring ($7.3M), and bridge facility costs ($12.0M).
  • Pro forma revenue still declined ~7% YoY (improved from ~9% decline in Q4), underscoring the need for cross-sell acceleration and organic re-acceleration in the second half.
  • Free cash flow was $(6.6)M in Q1, mainly due to $16.2M of transaction and restructuring cash outflows; leverage and 10% coupon add urgency to scaling EBITDA and cash generation.

Transcript

Operator (participant)

Okay. Welcome to Outbrain Incorporated First-Quarter 2025 Earnings Conference Call. At this time, all participants are in a listen-only mode. Question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. I would like to turn the call over to Outbrain's Investor Relations. Please go ahead.

Good morning, and thank you for joining us on today's conference call to discuss Outbrain now operating as Teads' First-Quarter 2025 Results. Joining me on the call today we have David Kostman and Jason Kiviat, the CEO and CFO of Teads. During this conference call, management will make forward-looking statements based on current expectations and assumptions, including statements regarding our business outlook and process. These statements are subject to risks and uncertainties that may cause actual results to differ materially from our forward-looking statements. These risk factors are discussed in detail in our Form 10-K filed for the year ending December 31, 2024, as updated in our subsequent reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as the call's original date, and we do not undertake any duties to update any such statements. Today's presentation also includes references to non-GAAP financial measures.

You should refer to the information contained in the company's first-quarter earnings statements for definitional information and reconciliation of non-GAAP measures with the comparable GAAP financial measures. Our earnings release can be found on our IR website, investors.outbrain.com, under News and Updates. With that, let me turn the call over to David.

David Kostman (CEO)

Thank you, Tiffany. Good morning, and thank you for joining us today. I'm pleased to share that we had a strong start to the year. As a reminder, Outbrain and Teads merged on February 3rd to form the new Teads. I'm glad to report that we achieved our Q1 guidance, both in terms of ex-TAC gross profit and adjusted EBITDA, while achieving significant milestones in the integration. Our vision for the new Teads is clear: to create the open internet advertising platform for elevated outcomes, from branding to performance. Our end-to-end platform empowers brands to connect the consumer journey from discovery to purchase, driving real business outcomes. The open internet provides a different level of access to incremental, scaled user moments, but we've lacked a solution that can connect the fragmented channels of the open internet in order to drive real business outcomes across all stages of the marketing funnel.

That's where the new Teads comes in. We believe there are several key factors that will enable Teads to become the platform of choice to drive outcomes from branding to performance on the open internet. First, we have direct, exclusive media relationships that allow us to curate inventory at massive scale globally. This means that we have significant flexibility around the use of such supply, mimicking the control the world governments have of owned and operated inventory. The fact that we are an end-to-end platform provides advertisers with the optimized, transparent supply path that's essential for delivering outcomes, and we do this at a significant global scale across 50 markets and 2 billion users. Second, these unique media relationships also yield a wealth of proprietary data around how consumers engage and take action. We access over 1 billion data points each minute, which fuel our AI-powered algorithm.

That algorithm tailors our inventory environment to drive the optimum outcome from every user, again, in a very similar way to the algorithm of world governments. Third, our creative studio is the key layer that enables our brand and agency partners to seamlessly connect with the audiences across previously fragmented channels. We understand what is most likely to drive outcomes from a creative perspective for each of our partners' businesses, making us a deeply entrenched strategic partner. We believe that these capabilities will allow us to deliver dependable outcomes at scale on the open internet, similar to the world governments, in a way that is not possible with the currently fragmented DSP or SSP point solutions on the market. Moving to execution, we see solid execution across the business and see momentum behind this strategy. Our platform features a healthy, diverse balance of advertiser segments, verticals, and geography.

I want to mention that in terms of the marketing campaign objectives, we are well-balanced with approximately two-thirds of spend on our platform on performance campaigns and approximately one-third of the spend on our platform on branding campaigns. The feedback from the 100s of client meetings we've had since closing has been consistent. Offering an outcome-based solution for objectives from branding to performance and a combined brand-formance solution across all screens is highly compelling. One segment of clients I'm excited by is our strategic joint business partner accounts. We closed Q1 with more than 50 JBPs, including new commitments with Ferrero, Haleon, Philip Morris International, and Bayer. We believe the structure of these strategic partnerships gives us a large opportunity for growth, servicing new product lines, geographies, and marketing objectives in each brand's portfolio.

Legacy Teads has mostly serviced branding campaigns with a JBP partner, but practically all of them have significant performance objectives and budgets that would be available to us. We have already seen several successes with Legacy Teads branding customers expanding with us now to performance. In addition to the JBPs, over the past few years, the combined company has consistently maintained approximately 500 advertisers spending at least $500,000 on our platforms on a rolling 12-month basis. On average, these customers have each spent in excess of $2 million annually, which represents roughly 70% of total customer spend on our platform. Additionally, we have another approximately 1,000 advertisers spending between $100,000 and $500,000 annually, representing a great base to grow our share of wallet with these large customers. Moving to the supply side, where continued ownership of unique, exclusive media environments remains critical.

We are seeing wins not just from new business, but from long-time customers who trust us to innovate and scale with them. Renewals have included Webedia in France, Sankei in Japan, and TMZ and Condé Nast in the U.S. We are also innovating the experiences we can provide to consumers across these traditional web environments. Moments, our vertical video solution, provides the immersive experience of social media's scrollable format to traditional publishing environments, and consumers are showing high engagement, with users now consuming eight videos on average. Over 70 publishers have adopted Moments, and with examples delivering close to 80% viewability, with nearly double the engagement rate of other branding formats. Moments will be one of the cornerstones of an expanded vertical experiences suite at the new Teads, where brands can scale social experiences beyond the world governments.

As we strive to drive outcomes for advertisers across all screens on the open internet, expanding our access to unique CTV environments remains a key focus. In Q1, CTV revenue grew over 100% year over year. Now we're presenting approximately 5% of our total ad spend. We also now have access to more than 300 million TV screens from manufacturers globally, with about half of these coming through our exclusive partnerships with LG and Vizio, in addition to our access to more than 7,000 CTV properties globally. We believe the value of our unique CTV home screen inventory is clear. Since its launch in 2023, more than 1,500 CTV home screen campaigns have been run by premium brands globally, including Cartier, Nestlé, and Air France. On the operational side, our focus remains on integration, efficiency, and execution. Immediately post-closing, we implemented the majority of headcount-related synergies.

At this point, we have actioned 90% of our annualized compensation-related target. We are also making significant progress on other operating expense synergy opportunities, such as office consolidation, licenses, professional services, and others, and we remain on track to reach our total target of $60 million in annualized cost savings in 2026 and to achieve this run rate by the end of 2025. In addition, we are focused on our AI everywhere effort, identifying opportunities and implementing AI across our engineering, algo, product solutions, and internal processes teams, with great potential to serve our partners faster and better. Just as one example, in our direct response performance business, we have already seen more than $1 million of campaigns using our Image-to-Clip that enables short video creation for performance marketers based on an image. To sum it up, we are well underway in our strategic and financial transformation.

I'm very excited that we are successfully executing with discipline on the merger synergies and continue to be committed to our profitability targets while also getting great traction for our market position and vision. We are deepening our relationships with advertisers and media owners alike and seeing real validation for our strategy that we believe will lead to increasingly winning a larger share of wallet. Thank you again for joining us. Now I will turn it over to Jason for a more detailed financial update.

Jason Kiviat (CFO)

Thanks, David. As David mentioned, we achieved our Q1 guidance for Ex-TAC gross profit and adjusted EBITDA following our completion of the acquisition of Teads in February. Though we closed the transaction in the middle of Q1, we are already starting to realize the benefits of this combination in our financials, and we are very pleased with the progress of our integration, both from a financial standpoint and with respect to integration of people, processes, and systems. Revenue in Q1 was approximately $286 million, reflecting an increase of 32% year over year on an as-reported basis, driven primarily by the impact of the acquisition. For context, given the timing of the closing of the transaction in February, we estimate a year-over-year decline of approximately 7% on a proforma basis for the full quarter. This is our best estimate of a like-for-like year-over-year comparison.

As a reminder, this represents an improvement as compared with a proforma 9% decline year-over-year in Q4. We attribute the improvement to several factors, including a reduction of the employee uncertainty and distraction that we saw in the period following the deal announcement prior to the deal closing and team restructuring. Notably, we saw in Q1, which continued into Q2, improvement in the trends of the U.S. business, which represents around 30% of our revenue. Ex-TAC gross profit in the quarter was $103.1 million, an increase of 98% year-over-year on an as-reported basis, driven primarily by the impact of the acquisition. Note that Ex-TAC gross profit growth is outpacing revenue growth, which is driven primarily by a net favorable change in our revenue mix resulting from the acquisition, as well as the continuation of improvements to revenue mix from the legacy operating business.

As with revenue, while we're in the very early days, we're seeing a trend in a positive direction in terms of growth rates, and that's before we've been able to influence the overall growth in terms of combining our offerings and realizing any real synergies from cross-selling. Other cost of sales and operating expenses increased year-over-year, predominantly driven by the impact of the acquisition, as well as several related one-time expenses. Note, in the quarter, we recognize $16 million of acquisition-related costs, as well as $16 million from the impairment of intangible assets for products determined to be discontinued as a result of the acquisition, and $7 million of restructuring charges. Note that we recorded a benefit from deal-related cost synergies in Q1 of approximately $2 million, which we expect to increase in Q2 and beyond as we continue to capture savings across both compensation and non-compensation areas.

We continue to expect to achieve approximately $60 million of cost synergies in 2026 and to approach this run rate in Q4 this year. As a reminder, $45 million of this amount relates to compensation expenses, and as an update, we have now actioned on approximately 90% of this amount at this point in time. Accordingly, we have better visibility to the impact of synergies on full year 2025 and expect total cost synergy savings to amount to approximately $40 million for the year, which represents an increase versus prior expectations. There is a significantly higher amount of cost coming off the books in the coming quarters, and we see opportunities beyond that as well to be more efficient.

Overall, we're focused on our integration and plan to remain disciplined on cost, with extremely targeted investments into areas that we see as high-confidence ROI drivers or critical to driving growth and efficiency. Adjusted EBITDA for Q1 was $10.7 million, which on an as-reported basis represents a greater than 7X increase year-over-year, despite the synergy capture being extremely nascent given the timing of closing and our path to more fulsome realization of the synergy opportunities in the coming quarters. Moving to liquidity, free cash flow, which as a reminder, we define as cash from operating activities + CapEx and capitalized software cost, was a use of cash of approximately $7 million in the quarter. Note that this included cash outflows for acquisition-related costs and restructuring charges of approximately $16 million, negatively impacting our free cash flow in the quarter.

Excluding these amounts, the free cash flow generation for the quarter would have been a +ve $10 million. As a result, we ended the quarter with $156 million of cash, cash equivalents, and investments in marketable securities on the balance sheet, as well as $16 million in overdraft borrowings, which are classified on our balance sheet as short-term debt. We have $637.5 million in principal amount of long-term debt at a 10% coupon due in 2030. The first of our semi-annual interest payments is to be paid in August. The long-term debt is carried on our balance sheet, net of discount and deferred financing fees, and has a balance of $611 million as of March 31, resulting in a net debt balance of $471 million. Now I'll turn to our outlook.

Although we haven't seen any meaningful impact in our results to date, we have seen some advertisers' planning and buying cycles shortening, meaning that they finalized their budget commitments with less advance notice than typically seen. On the other hand, we see some positivity in our Q2 pipeline as well. We see continued improvement to the legacy Teads business since the closing of the merger and better visibility into the cross-sell opportunities. Also, we view the uncertainty of the environment as a longer-term opportunity, as we expect advertisers to scrutinize their ad spend and to expect greater accountability from their budgets, which we believe aligns well with our mission at the new Teads. As we look forward in our guidance, considering the uncertainty of macro conditions, we are providing for a wider range of outcomes in our guidance. With that context, we have provided the following guidance.

For Q2, we expect ex-TAC gross profit of $141 million-$150 million, and we expect adjusted EBITDA of $26 million-$34 million. For full year 2025, we continue to expect adjusted EBITDA of at least $180 million. Now I'll turn it back to the operator for Q&A.

Operator (participant)

Thank you. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment while we pull for questions. Our first question is from Ygal Arounian with Citigroup. Please proceed.

Ygal Arounian (Analyst)

Hey, guys. Good morning. Nice to see the results in light of the macro context. I guess first, maybe could we just expand on the macro a little bit more, what you're seeing? So shortening of planning and buying cycles, but it doesn't sound like there's been any real pullback yet. On that opportunity, as advertisers scrutinize budgets, can you talk a little bit more about how you could capture that? Are you seeing any difference from advertisers on their focus between brand and performance? Is performance holding up better than brand? We'll just start there and then have a follow-up. Thanks.

Jason Kiviat (CFO)

Sure. Thanks for the question, Ygal. Maybe I'll start, Jason. Yeah, I mean, what we saw in Q1 was really improvements in demand levels from January into February and March. As I said in the prepared remarks, an overall continuation of that positive trend of the improving growth rates for the legacy Teads business. Into Q2, so far, so good. We haven't seen any meaningful impact in our results to date, stemming from the uncertainty in the macro. Clarifying maybe what I said on the call, the shortened planning and buying cycles, maybe as an example, if you typically might get a month or two months' warning on a budget, maybe it comes in a few weeks closer to the start date than typical.

To us, that indicates, obviously, there's more scrutinization of the ad spend happening, which, obviously, to the second part of your question, we view as a good thing for us. There is a little bit of less visibility, and, obviously, I think you have to factor that into when you're giving the outlook and the guidance. Verticals, we look at, there's some stronger, some weaker, but nothing unusual, I would say. As I said, we're seeing really more positives than negatives at this point in terms of the legacy operating business continues growth from the same growth drivers. Yields are up. The improvement, as I said, in the year-over-year growth rates for legacy Teads and U.S. in particular, which is encouraging. Positivity that we see, and the team is eagerly starting the early days here of the cross-sell. We have our first wins there.

Generally, good things. Obviously, we're being balanced in our guidance just given the uncertainty, but so far, so good is how I would do it.

David Kostman (CEO)

Maybe I would add the, hi, it's David, to your last point around advertisers. Our breakdown, I'd say, is generally 7% performance, 30% branding. I think what we need to focus on is that we drive outcomes, and whether it's brand dollars or performance dollars, advertisers, whether it's a direct-to-consumer or an enterprise brand, are looking for measurable outcomes. This is how we look at the future in terms of our position in the market as a platform that drives the best outcomes, both for branding and performance. We are very strategically important for our partners, and we believe that as long as we can continue and deliver on those measurable outcomes, that's what's going to continue in the ability to increase share of wallet. I want to make one comment on performance. I mean, you've been following us for a few years.

Before the merger, we've been talking about the increase in growth of share of wallet we have from pure performance advertisers to our Zamenta DSP that we've rebranded as Outbrain DSP. That trend continues, and there we help performance advertisers bid into third-party environments, other SSPs, display advertising, and others. Something we've been doing already for a few years. Before we merged, it accounted for about 30% of our business was outside of the feed. We believe we're very well balanced in terms of the macro and also in addition to the points that Jason highlighted.

Ygal Arounian (Analyst)

Okay, great. One on kind of fundamentals also on the integration, and you guys called out the strong JBP wins, and that's nice to see. How much of that is maybe a direct result of the new combination vs things that may have been in the pipeline? I think if I'm understanding you correctly, you guys are saying that the cross-selling opportunity hasn't really even started. I don't know if that was more of a once you say that it's starting to play out in Q2, but just talk a little bit about what you're seeing there and the opportunity from cross-selling. Thank you.

David Kostman (CEO)

I will take that. We are very excited about the JBPs. I think the huge aspect that we have today at Teads, which is relationships, and we highlighted that the size of the companies we work with, whether it is enterprise brands, their agencies, even the SMEs, and you are working with large customers which have big budgets. The growth in that is coming, I think, also from a combination of the two companies. There is tremendous excitement about this combined value proposition. We have a weekly internal messaging in the company. Yesterday, I posted a video post a meeting with one large agency where we got more share of wallet because we now are able to bring to a legacy Teads client performance capabilities.

They all, at the end, have they want to sell a product, they want to get a lead, they want to get someone to download an application or anything. I think that is helping. I mean, I cannot pinpoint directly that the growth is coming just from that, but we've had hundreds of meetings, and the response is phenomenal to this value proposition of performance and branding combined. I'm sure it will be a big growth driver.

Operator (participant)

Our next question is from Andrew Boone with Citizens. Please proceed.

Andrew Boone (Analyst)

Thanks so much for taking the question. You guys highlighted the improvement in Teads results in prepared remarks. Can you guys just speak through that and talk through kind of the trends that you guys are seeing and moving that business back into kind of a strong growth position? One of the striking things that you guys called out here is just the size of some of your larger clients. Kiviat, can you just step back and talk about the opportunity, whether that be larger clients or smaller clients, or kind of how are you guys thinking about that? Just kind of explain why you guys wanted to highlight that disclosure. Thanks so much.

Jason Kiviat (CFO)

Sure. Maybe I could start. Thanks for the question, Andrew. In terms of the legacy Teads business, obviously, it's something that we talked about, the idiosyncratic headwinds on the business in Q4, one of which was region-specific, and we kind of updated on already last quarter. I think the bigger kind of impact was about just the impact of the pending merger on the team, and there was a hiring freeze and lack of focus. I think just a lot of concern of, okay, when is this going to close, and is there a restructuring happening? We do feel that the overhang from that has really been relieved, and we see it in the results really since we've gotten certainty of kind of the closing date, which obviously we got in January. We have seen just kind of month-over-month improvement, right, in those year-over-year trends.

Obviously, the focus, the execution, just doing the restructuring very quickly, and everyone kind of knows their role and the team and how everything fits in and the product roadmap, we really feel like it's kind of lifted and given everyone kind of the ability to just go do what they're good at and bring this back to growth. We feel good about it. We feel good about the trends we've seen and expecting to get to pro forma overall growth in the second half of the year still from that.

To the other part of the question, Andrew, thanks on that. We are highlighting those customers. We believe that there's a huge opportunity to get more share of wallet from these customers. I mean, a lot of the spend goes to point solutions, DSPs. We believe that our platform on the open internet, by delivering better outcomes with elevated creatives, will allow us to get market share and gain more share of wallet from these very, very large customers, whether it's enterprise brands. Some of them are small and medium enterprises that deal with significant budgets and obviously direct response customers. It is about growing our share of wallet from them, both for their branding dollars and for their performance campaigns and doing that sort of across the board on different screens. I think that's the opportunity.

I mean, Teads has a tremendous sales team today combined with the legacy Outbrain and legacy Teads teams. It's hundreds of people across the world organized in verticals. So we're very excited about the ability to drive a lot of more share of wallet through these capabilities.

Andrew Boone (Analyst)

Thank you.

Operator (participant)

Our next question is from Laura Martin with Needham & Company. Please proceed.

Laura Martin (Senior Analyst)

Hi there. Yeah, so you guys had a really central activation at Possible, and you just said that you've had hundreds of meetings and customers being really delighted with this end-to-end strategy of the brand and performance. Remind us what the path is between meetings to getting sign-ups. When would the revenue show up, assuming you get some kind of 20% conversion rate or something? When do we start seeing revenue from these +ve meetings you're having?

David Kostman (CEO)

Hello, Laura. Thank you. Yeah, possible was great. Sorry, I wasn't there, but I know you had some good meetings there with our team. We are looking at returning back to growth, I mean, as Teads in the second half of the year. It's a combination of some of the things Jason mentioned around just improvement in the performance of the legacy Teads business, but a lot of it is also coming from cross-selling and selling performance solutions to Teads advertisers, selling some branding solutions to the SME advertisers. That is reflected in our plans for the second half of the year. We have already seen some of these sales happening with certain customers, so I think it's going to ramp up in an exponential way into the second half of the year.

Laura Martin (Senior Analyst)

Okay. So there isn't a typical you sign an MSA, and then they experiment. There's not a typical path. You just have to wait till you don't see a headwind of tariffs against people bringing new business to you?

David Kostman (CEO)

At the moment, as Jason Kiviat said, we have not seen any meaningful impact of tariffs.

Laura Martin (Senior Analyst)

Okay. That would not affect all these meetings? Okay. That is interesting. My other thing is one of the things that has been really threatening sort of the existence of the open internet as an existential threat is ad agencies have cut off their funding of news sites. I am wondering if you are, and there has been a lot of pushback on that and really trying to get ad agencies to be more nuanced about the type of news that they are willing to advertise on. Have you seen any reversal or people advertising on news sites again?

David Kostman (CEO)

Yes. I think actually we have seen more openness, and I think there's better technology solutions that allow advertisers to be much more selective into what they're trying to block. Not doing sort of really large-scale blocking of news pages, but actually being much more granular around specific things that they want to block. I feel very positive about the topic, actually, that's very close to my heart, with the panel at CES. We're planning to talk about it at hand with some of our partners on the agency side, some of the CMOs and publisher side. I think there is a change of that. I think the ability of reaching incremental audiences at times where they are engaging with authentic content that is professionally produced, the value of that has been proven. There's tons of research out there that shows that there's no actual detriment.

Actually, there's a +ve impact of being associated with pages which have credible, authentic, journalistic, or other professionally created content. I think that is a big opportunity for us also to grow monetization within our base of supply partners.

Laura Martin (Senior Analyst)

Okay. Great. Thanks very much. Thank you.

Operator (participant)

Our next question is from James Heaney with Jefferies. Please proceed.

James Heaney (Equity Research SVP)

Great. Thank you, guys. I'd love to hear your perspective just on the ruling in the DOJ Google lawsuit. Curious, how do you think Teads would benefit if Google were to divest its ad-serving and publisher-side tech? I had a follow-up question.

David Kostman (CEO)

Great. I'll take that. Thank you. The Google ruling of settings is a good thing for the overall ecosystem. It affects us probably directly less than others because we are an end-to-end platform that has direct exclusive relationships on the supply. We do not go for most of the business to GAM or to the Ad Exchange or DV360. We have exclusive supply, which is one of the differentiators why we can drive better outcomes, by the way, when you look at other point solutions like DSPs. It is impacting us less. I think overall, on the SSP front, it could potentially provide a great headwind to SSPs, which could benefit us.

I mentioned, for example, on the performance side, on the direct response side of our business, we have been over the last years expanding significantly with third-party supply display, other SSPs. As this market becomes more open and more competitive, I think it allows us to even further grow the value we can bring to our performance marketers on this third-party supply. That's a direct positive. Overall, I think us being an end-to-end platform with direct code on page, first-party data, this is less impactful on us directly.

James Heaney (Equity Research SVP)

Great. Just one on your Moments vertical video product. We'd just love to hear what your strategy is for expanding that product into new publishers and how we should be thinking about that as a growth driver for the business.

David Kostman (CEO)

We're looking at it as part of a broader suite of vertical video experiences. Moments is one type of format. I don't want to be too technical here. It's one type of format, but there are other vertical opportunities that we see where we can leverage our end-of-article placement to create a vertical experience that is very, very suitable for brand advertising or for brands that want to drive performance. Overall, we think vertical video is a big category. It increases the engagement of audiences with content and is a great canvas for advertisers that want to promote either performance or brands. We've been seeing great success with Moments. I mentioned on the call some of the data points, and we will continue to invest quite significantly into all vertical video opportunities.

James Heaney (Equity Research SVP)

Great. Thank you.

Operator (participant)

Our next question is from Zach Cummins with B. Riley Securities. Please proceed.

Zach Cummins (Equity Research Analyst)

Hi. Good morning. Thanks for taking my questions. I just wanted to get a little more context around your second half guidance. I think, David, you might have alluded to it, but just curious if you're still assuming kind of a return to low single-digit growth in the second half of the year on a pro forma basis. Just from a modeling perspective, I know synergies are expected to ramp throughout the year. Just curious of how we should be thinking about kind of the adjusted EBITDA progression for the pro forma entity in the second half of this year.

Jason Kiviat (CFO)

Sure. Thanks for the question, Zach. I'll take that one. Yeah. Obviously, as I said, we're factoring in a number of things, the continued improvement of the year-over-year growth rates that we've seen from the legacy Teads business, continued growth, obviously, from the legacy Outbrain business we've been talking about for about a year now, and obviously the early days of the revenue synergy capture. We are expecting something there, but we're obviously being fairly conservative in our model for that. Of course, acknowledging that the uncertainty in the world exists right now, we are accounting for that, even though we haven't seen any meaningful impact so far, considering all the positives.

There are also, anecdotally, some easing of the comps for us, particularly on the legacy Teads business, as we get later in the year, as we talked about the idiosyncratic headwinds from last year's Q4 as well. Yeah, all that kind of comes together, and we still do expect, as we said last quarter, to get to the pro forma growth year-over-year in the second half of this year. In terms of expenses and how that kind of relates to EBITDA, we've now shared that we expect to realize about $40 million of cost synergies alone in 2025. That's really ramping over the next few quarters. We only had about $2 million of benefit in Q1, just based on the timing of closing and actions being put in place. We expect that to step up in Q2, but even more so in Q3 and for Q4.

Much of those actions are actually already done. It's really just a matter of time at this point before the accounting is able to recognize those savings. We feel very confident about that in terms of the expenses getting lower over the course of the year. Q2 also has some marketing events and just timing-type issues making Q2 really the high watermark in terms of expenses for the year. You put it all together, definitely we feel good about obviously maintaining our guidance. The historical seasonality is one that two-thirds of the EBITDA has always been recognized in H2 if you put these two companies together. Between that and the synergies, we feel very good.

Zach Cummins (Equity Research Analyst)

Thank you.

David Kostman (CEO)

Just on other, it is a financially transformational year with this merger. You can see, for example, the ramp-up based on the guidance of EBITDA is we 3X the EBITDA in Q2 from Q1. We are seeing it. I mean, it is really the timing of a lot of these efficiency synergies coming in, the cross-sell that is starting in five geographies now in Europe and in the U.S.. All of these things will come in, and we expect a significant impact, obviously, going into the second half.

Zach Cummins (Equity Research Analyst)

Understood. My one follow-up question is just around your CPC business. I appreciate the disclosure there in terms of the growth rate and percentage of spend. I am just curious of really how the combined entity has a differentiated CTV offering and where the near-term opportunities are that you see to continue that momentum here in the coming quarters.

David Kostman (CEO)

Today, the differentiation is in two aspects. One is we have, for some TV manufacturers and operating system LG, VIZIO in certain geographies of the world, exclusivity on a home screen placement that is a highly impactful sort of native placement when you look at different tiles and you decide what to do. You spend a lot of time there. We have exclusivity on that. That helps us also increase, in general, our share of wallet with video advertisers. Once they do this placement, we will also get some of the in-stream regular, call it video advertising from them. We are trying to grow that because these formats are, you can buy them programmatically. They are unique, and they are really leveraging the tremendous power that we have at Teads with brand advertisers.

These are the type of advertisers that CTV and applications want to have on the home screen. That's a big differentiator today. When we're looking into the future, we see a huge opportunity on performance CTV. I think it's early days for that. When you combine the performance capabilities of legacy Outbrain, the SME base that we have, the ease of producing today video content for these types of advertisers, and the ability to target and deliver outcomes, we are spending a lot of time working on sort of the implementation and strategy for performance on CTV. We think we are uniquely positioned to capture a significant share there.

Zach Cummins (Equity Research Analyst)

Understood. Thanks for taking my questions, and best of luck with the rest of the quarter.

David Kostman (CEO)

Thank you.

Operator (participant)

We have reached the end of our question and answer session. I would like to turn the conference back over to management for closing remarks.

David Kostman (CEO)

Thank you all for joining. I want to take this opportunity to thank our close to 2,000 employees across the world. It's been a great journey until now, and I'm very excited to see sort of the one team, one dream coming together. It's also been great. I mean, if some of our partners are on the call, I mean, on the business side, I mean, they've been tremendous, and the confidence and validation we get from them is really fueling the energy. Thank you all for continuing to support us as shareholders, and we look forward to continuing the dialogue. Thank you.

Operator (participant)

Thank you. This will conclude today's conference. You may disconnect your lines at this time, and thank you for your participation.