Taboola.com Ltd.·4

May 8, 4:07 PM ET

Walker Stephen C 4

4 · Taboola.com Ltd. · Filed May 8, 2026

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Taboola (TBLA) CFO Stephen Walker Exercises Options, Sells Shares

What Happened
Stephen C. Walker, Chief Financial Officer of Taboola.com Ltd. (TBLA), exercised 170,070 stock options on May 8, 2026. The exercise had an aggregate exercise cost of $447,284 (170,070 × $2.63). As part of a cashless exercise, 132,590 of the resulting shares were surrendered/withheld (reported as disposed) to cover the exercise price and tax liability at a value of $668,254 (132,590 × $5.04). Net new shares retained by Walker from this exercise were 37,480 shares.

Key Details

  • Transaction date: May 8, 2026. Exercise entries reported as code M (option exercise); withholding reported as code F (tax/exercise price payment).
  • Exercise details: 170,070 options exercised at $2.63 per share (total $447,284). 132,590 shares withheld/disposed at $5.04 per share (total $668,254).
  • Net shares acquired: 37,480 shares (170,070 exercised − 132,590 withheld).
  • Beneficial ownership after transaction: 992,433 ordinary shares (per filing footnote F2). Additionally, Walker holds restricted stock units (RSUs) that vest over time: 148,928 (through 2027), 320,993 (through 2028), 721,352 (through 2029), and 1,089,799 (through 2030) — each RSU converts to one ordinary share upon vesting.
  • Notable footnotes: F1 confirms the withholding was to pay exercise price and taxes in a cashless exercise; the options were scheduled to expire June 14, 2026. F7 notes options were immediately exercisable.
  • Filing timeliness: Report filed May 8, 2026 (same day as the transaction), with no late filing indicated.

Context
This was a cashless exercise of options: Walker converted options into shares and immediately surrendered a portion to cover the exercise cost and tax withholding — a routine, non‑market-sale mechanism that does not necessarily signal a bullish or bearish view. The filing shows remaining vested and unvested RSUs with multi-year vesting schedules, which represent additional future share deliveries if Walker remains with the company.

Insider Transaction Report

Form 4
Period: 2026-05-08
Walker Stephen C
Chief Financial Officer
Transactions
  • Exercise/Conversion

    Ordinary Shares

    2026-05-08$2.63/sh+170,070$447,2843,406,095 total
  • Tax Payment

    Ordinary Shares

    [F1][F2][F3][F4][F5][F6]
    2026-05-08$5.04/sh132,590$668,2543,273,505 total
  • Exercise/Conversion

    Share Option (Right to Buy)

    [F7]
    2026-05-08170,0700 total
    Exercise: $2.63Exp: 2026-06-14Ordinary Shares (170,070 underlying)
Footnotes (7)
  • [F1]This transaction was effected to pay the exercise price and tax liability in connection with Mr. Walker's cashless exercise of stock options reported on this Form 4, which were scheduled to expire on June 14, 2026.
  • [F2]Includes 992,433 ordinary shares.
  • [F3]Includes 148,928 RSUs which shall vest in equal quarterly installments through 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.
  • [F4]Includes 320,993 RSUs which shall vest in equal quarterly installments through 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.
  • [F5]Includes 721,352 RSUs which shall vest in equal quarterly installments through 2029, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.
  • [F6]Includes 1,089,799 RSUs which shall vest in equal quarterly installments through 2030, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.
  • [F7]Immediately exercisable.
Signature
/s/ John Ferrantino, Attorney-in-fact|2026-05-08

Documents

1 file
  • 4
    wk-form4_1778270835.xmlPrimary

    FORM 4