Teads Holding Co. filed an antitrust complaint against Google LLC and Alphabet Inc. in the Southern District of New York on August 3, 2026, seeking treble damages and injunctive relief over conduct a Virginia federal court has already ruled unlawful. The 85-page filing puts numbers on what an excluded exchange says the tie between Google Ads and AdX cost it.

The complaint was docketed as Case No. 1:26-cv-06591 in the United States District Court for the Southern District of New York. A copy was furnished the same day as Exhibit 99.2 to a Current Report on Form 8-K filed with the Securities and Exchange Commission, alongside the press release announcing it. Teads (Nasdaq: TEAD) is represented by Kellogg, Hansen, Todd, Figel & Frederick, P.L.L.C., with John Thorne signing the pleading. A jury trial was demanded.

The action follows the April 17, 2025 opinion of Judge Leonie Brinkema in the Eastern District of Virginia, which found that Google monopolized the publisher ad server and ad exchange markets for open-web display advertising and unlawfully tied the two together. According to the complaint, that ruling followed a three-week trial featuring live testimony from thirty-nine witnesses and deposition testimony from another twenty. The complaint quotes the court's finding that Google had "willfully engaged in a series of anticompetitive acts to acquire and maintain monopoly power in the publisher ad server and ad exchange markets for open-web display advertising."

Teads is not relitigating that. According to the complaint, a ruling by the same New York court on October 27, 2025 gave preclusive effect to the Virginia findings, meaning private plaintiffs can move to proving injury and quantum rather than liability.

What the complaint asks for

Seven counts are pleaded. Two allege monopolization under Section 2 of the Sherman Act, covering general publisher ad servers for open display inventory and ad exchanges for the same inventory. A third pleads attempted monopolization of the exchange market in the alternative. Counts four and five allege unlawful tying under Section 1: DFP to AdX, and Google Ads to AdX. Count six invokes New York General Business Law sections 349 and 350 for deceptive acts and practices. Count seven pleads unjust enrichment.

The prayer for relief seeks a declaration that the conduct violated the Sherman Act and New York law, injunctions restraining further violations and restoring competition, and "damages, treble damages, punitive damages, and/or restitution in an amount to be determined at trial," plus interest, costs, and attorneys' fees.

David Kostman, Chief Executive Officer of Teads, framed the filing in commercial terms. "Teads was built to empower publishers to thrive by connecting them with leading advertisers and maximizing their yield through innovative formats, premium user experiences, and scalable monetization technology," he said, according to the company. "For years, Google used its dominance to suppress fair competition and distort the digital ad tech ecosystem to its own advantage. We filed this action to recover the financial damages caused to our business and restore a transparent, competitive marketplace for publishers and advertisers."

The number at the centre of the case

The most concrete figure in the filing concerns scale. According to the complaint, one analysis showed that if Google Ads had bid through both Google and non-Google exchanges, the way DV360 does, rival exchanges would have won 6.88 trillion more impressions between 2017 and 2023. The complaint puts the resulting shortfall at more than 25% of rival exchange scale compared with a market in which the tie did not exist.

The mechanism is described plainly. Small and medium-sized advertisers cannot forgo search inventory, cannot practically run more than one demand-side platform, and therefore end up in Google Ads. Google Ads, in turn, buys open display almost exclusively through AdX. The complaint cites an expert remedies report filed in Virginia on July 7, 2025 for the proposition that roughly 90% of Google Ads demand still flows exclusively through AdX, and states that more than 90% of Google Ads display purchases are transacted via that exchange. Google Ads purchases approximately 30% of all impressions sold programmatically, according to the filing.

The second tie runs the other way. AdX submits real-time bids only into DFP. Since 2018 the two have been sold as a single contracted offering, Google Ad Manager, which the complaint says makes it impossible for a publisher with a GAM account to reach AdX without also licensing DFP. According to the filing, Google told publishers in 2023 that Google Ads would no longer bid if a third-party ad server called AdX, and made a similar announcement about DV360 in 2024.

Market shares and take rates

The complaint reproduces the Virginia court's share findings and adds newer discovery. DFP holds more than 90% of publisher ad serving worldwide, up from roughly 50% at the time of the DoubleClick acquisition in 2008. Internal Google estimates cited in the filing put DFP at 78% of gross display spending across the top 400 North American publishers in 2010, about 85% of United States publishers by 2012, and above 90% by 2015.

On the sell side, the Virginia court found AdX transacted 63% to 71% of worldwide open-web display transactions among exchanges producing data between 2018 and 2022. According to the complaint, recent discovery in related cases indicates the share now exceeds 70%. AdX gross revenue in 2018 reached $7.6 billion, more than all other exchanges combined.

Pricing is offered as direct evidence. AdX has held a 20% take rate for over a decade, a figure the Virginia court treated as evidence of monopoly power. The complaint quotes a Google employee conceding that "20% for just sell-side platform/exchange isn't likely justified by value." Google Ads charges advertisers up to a 32% take rate. Ad serving fees at DFP run at least eight times higher than rivals, and eleven times higher for video ad serving specifically, according to the filing, despite no difference in functionality.

The auction mechanics

Much of the 85 pages is devoted to a chronology of auction rules, each dated.

Dynamic Allocation, introduced after the 2008 DoubleClick purchase and referred to by the Virginia court as First Look, let AdX bid in real time against static bids that other exchanges had to set in advance. Last Look, operating from 2014 to 2019, allowed AdX to see the winning header bid before submitting its own. The complaint cites an internal admission that "Last Look is inherently unfair."

Project Bernanke, launched by Google's gTrade team in 2013, deflated the second-highest Google Ads bid and inflated the highest before submitting both into the second-price AdX auction. The complaint works through the arithmetic: on bids of $7.06 and $4.71, submitting $18 and $1 clears the auction at $1.00, pays the publisher $0.80 after the take rate, and still charges the advertiser $4.71. Profit on that single impression moves from $1.51 to $3.90. Winnings accumulated in what Google internally called the Bernanke pool, then were spent to outbid rivals in auctions where the economics made no independent sense. Google employees described the program as a "kind of collusion" and a "bidding ring which the [Federal Trade Commission] has declared illegal in many instances." One wrote that "the first rule of Bernanke is we don't talk about Bernanke."

Bernanke became Global Bernanke in May 2015, spawned a variant called Bell v.2 in 2016 aimed at publishers that called AdX multiple times per impression, and was rewritten as Alchemist in the autumn of 2019 to survive the move to first-price auctions. According to the complaint, Alchemist remains in operation and is still being modified.

Dynamic Revenue Share, from 2014, let Google cut its own fee to win contested impressions and raise it on uncontested ones, preserving an average near 20%. The complaint states that Google rolled it out without disclosure, expanded it to all publishers by autumn 2015, and announced it publicly only in 2016.

Project Poirot, in operation from 2018, deflated DV360 bids into non-Google exchanges while leaving AdX untouched. According to Google's own estimate cited in the filing, Poirot caused a revenue drop in the range of 20% to 30% for header-bidding exchanges while costing DV360 1.9% of revenue, and shifted 7% more DV360 spend onto AdX. A second version launched in 2018 raised deflation to as much as 90%. Poirot and a companion mechanism called Project Elmo together cost rival exchanges 21% of revenue, the complaint states.

Minimum Bid to Win, introduced with the 2019 unified auction, tells the winning authorized bidder the second-highest price placed. The complaint characterises this as Last Look reconstituted after the fact, quoting a Google planning document: "If we knew our competitor's bid exactly, we can simply bid a cent above that." A 2022 feature the complaint calls Header Bidding Trafficking extended DFP's visibility from the single pushed header bid to all bids submitted.

Unified Pricing Rules, also from 2019, removed publishers' ability to set differential price floors per exchange, buyer, or advertiser. The Virginia court found the change increased AdX impressions and revenue while decreasing both for third-party exchanges.

Where Teads says it was excluded

The plaintiff describes itself as a direct competitor in all three layers. Teads SSP transacts roughly 10 billion impressions monthly, and the complaint states that its custom formats command 49% higher attention from readers. Teads Ad Manager averaged about 4,500 active advertisers, 2,000 active agencies, and 5,200 campaigns per month during 2025, winning close to 7 billion impressions. The company designs more than 70,000 bespoke advertisements a year and counts Sports Illustrated, The Atlantic, The Washington Post, and ESPN among publisher clients.

Two exclusions are pleaded specifically. Legacy Teads asked to join Exchange Bidding, Google's server-side alternative to client-side header bidding, and was refused on the stated ground that its proprietary renderer prevented integration. The complaint calls that explanation pretextual and alleges the real reason was outstream video volume moving to Teads. After Zemanta and Amplify were admitted as authorized buyers, according to the filing, Google banned them because Teads allowed first-party demand to buy through its own platforms. Exchange Bidding also carries a 10% fee on video and 5% on other formats, charged on top of a rival exchange's own take rate and not applied to AdX.

The ad server story runs from Outbrain's Engage Network in 2009 through the Native Ad Server in 2019, where one publisher recorded a 200% increase in native campaign revenue, to EngageOS, launched in June 2026 to merge editorial and advertising decisioning into a single feed auction. According to the complaint, prospective publisher clients have told Teads that without access to AdX or Google Ad Manager, EngageOS is not a viable full solution.

The risk Teads disclosed to investors

Item 8.01 of the Form 8-K carries a new risk factor, and it is unusually direct. "The Google Lawsuit presents several risks to our business, including the potential for retaliatory actions by Google," the filing states. It notes that Google is both a significant participant in the digital advertising ecosystem and a competitor, and that a meaningful portion of Teads revenue is generated through transactions that involve Google's advertising technology. The company also warned that any damages awarded may not match expectations, and that it may recover nothing.

That disclosure lands at a delicate moment. Teads announced on July 27, 2026 that second-quarter results would be released before the market opens on August 6, 2026. First-quarter revenue came in at $266.0 million, down 7% year over year, with connected TV growing more than 50%. The company employs around 1,700 people across more than 30 countries following the $900 million combination of Outbrain and Legacy Teads completed in February 2025.

Why this matters for the wider market

Teads joins a queue. OpenX filed on August 4, 2025, PubMatic on September 8, 2025, and Magnite on September 16, 2025. Raptive, which represents more than 6,000 websites, filed in October 2025, and The Atlantic Monthly Group followed in January 2026. Advertiser-side claims have moved in parallel, including a mass arbitration announced in May 2026 on behalf of thousands of United States businesses.

For media buyers, the practical significance is not the courtroom but the auction. Every mechanism catalogued in the complaint sat between a bid and an impression. If the descriptions hold up, spend routed through Google-owned infrastructure over the past decade cleared at prices shaped by information asymmetry rather than competition, and inventory that would have gone to independent supply-side platforms did not.

For publishers, the arithmetic is the mirror image. A 20% take rate that never moved, price floors that could not be varied by buyer, and an ad server that could not be replaced without losing must-have demand together describe a monetisation stack with limited exit options. That is the market structure regulators are still trying to unwind. Brussels fined Google €2.95 billion in September 2025 and ordered an end to self-preferencing; the company rejected the divestiture prescription in November 2025 and proposed behavioural changes instead, and the Commission published a redacted version of the decision on January 14, 2026.

In Virginia, remedies remain unresolved. The Department of Justice sought divestiture of AdX within twelve months of final judgment and open-sourcing of DFP auction logic, while Google proposed behavioural undertakings and a monitoring trustee. Judge Brinkema signalled scepticism about the practicality of a forced sale at closing arguments on November 21, 2025. Damages suits such as this one do not wait for that ruling. They proceed on the liability finding already entered, and each one adds to a private exposure that scales with treble damages across more than a decade of transactions.

Timeline

Summary

Who: Teads Holding Co., the Nasdaq-listed omnichannel advertising platform formed from Outbrain's acquisition of Legacy Teads, filed against Google LLC and Alphabet Inc. Chief Executive Officer David Kostman signed the Form 8-K. Kellogg, Hansen, Todd, Figel & Frederick, P.L.L.C. acts as counsel.

What: A seven-count complaint alleging monopolization and attempted monopolization of the publisher ad server and ad exchange markets, two unlawful tying arrangements, deceptive acts under New York General Business Law, and unjust enrichment. It seeks compensatory, treble, and punitive damages, restitution, and injunctive relief, with a jury demanded. Central allegations include 6.88 trillion impressions lost to rival exchanges between 2017 and 2023, a durable 20% AdX take rate, and auction programs named Bernanke, Alchemist, Poirot, Dynamic Revenue Share, Minimum Bid to Win, and Unified Pricing Rules.

When: Filed August 3, 2026, following the April 17, 2025 Eastern District of Virginia liability opinion and an October 27, 2025 preclusion ruling in New York. The alleged conduct spans 2009 to the present.

Where: The United States District Court for the Southern District of New York, Case No. 1:26-cv-06591. Teads is headquartered at 111 West 19th Street, New York, with more than 100 employees in the district.

Why: Teads alleges that the tie between Google Ads and AdX, and between AdX and DFP, deprived its exchange of scale and blocked three successive attempts to enter the publisher ad server market. The company seeks monetary recovery for that exclusion and structural relief to restore competition, while disclosing to investors that the suit itself carries a risk of retaliation.