outbrain-20240229

Delaware

001-40643

20-5391629

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On February 29, 2024, Outbrain Inc. (the “Company”) issued a press release announcing its financial results for the quarter and full year ended December 31, 2023.

Information furnished with Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

In the press release, the Company references non-GAAP financial measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures is included in the press release filed as Exhibit 99.1 hereto.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 28, 2024, the Company and Yaron Galai, Co-Chief Executive Officer (“CEO”), mutually determined that Mr. Galai will step down from his role as the Company’s Co-CEO as of April 1, 2024. Mr. Galai will remain an employee of the Company serving in an advisor role through the end of the year. Mr. Galai will continue to serve as Chairman of the Board of Directors. David Kostman, who currently serves with Mr. Galai as Co-CEO, will remain as CEO of the Company.

Mr. Galai’s transition was not a result of any disagreement on any matter relating to the Company’s operations, policies or procedures.

The Company plans to enter into an agreement with Mr. Galai outlining the terms of employment in his role as an advisor. In this role, it is expected that Mr. Galai will continue to receive base salary at his current rate, and will participate in the annual bonus program, provided his target annual bonus will be reduced to 50% of his base salary effective upon his April 1, 2024 transition date.


Exhibit No.						Description

99.1						Press Release, dated February 29 , 202 4
99.2						Press Release, dated February 29, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


	OUTBRAIN INC.
Date: February 29, 2024	By:	/s/ David Kostman
		Name: David Kostman
		Title: Co-Chief Executive Officer