SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

9 Months Ended

Sep. 30, 2025

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS

Share capital

Holders of Ordinary shares have the right to receive notice of, and to participate in, all general meetings of the Company, where each Ordinary share shall have one vote. Each holder has the right to receive dividends, if any, in proportion to their respective Ordinary share holdings. In the event of Taboola’s liquidation, after satisfaction of liabilities to creditors, Company assets will be distributed to the holders of its Ordinary shares in proportion to their shareholdings.

On December 30, 2022, in connection with the Yahoo transaction, the Company’s shareholders approved an amendment and restatement to the Articles to include a Non-voting Ordinary share class with an authorized share capital of 46,000,000. In January 2023 the Company issued 45,198,702 Non-voting Ordinary shares to Yahoo. The Non-voting Ordinary shares are not entitled to vote, except in limited circumstances as provided in the Articles. Other than the voting rights, the rights to receive notice of meetings of shareholders and limited circumstances as described in the Company’s Articles, the Non-voting Ordinary shares will have rights identical to the rights of Ordinary shares as described above (see Note 1b).

Share Buyback Program

The Company’s board of directors authorized a share buyback program of the Company’s outstanding Ordinary and Non-voting Ordinary shares, which commenced in June 2023 and does not have an expiration date (the “Buyback Program”). In 2023, the Company’s board of directors authorized up to $80,000 of buybacks under the Buyback Program. In February 2024, the Company’s board of directors authorized up to $100,000 for use under the Buyback Program, including any remaining authority from the 2023 board of directors authorization. In February 2025, the Company’s board of directors authorized up to an additional $200,000 for use under the Buyback Program. In July 2025, the Company’s board of directors authorized up to an additional $200,000 for use under the Buyback Program. As permitted by the Buyback Program, share repurchases may be made from time to time, in privately negotiated transactions or in the open market, including through trading plans, at the discretion of the Company’s management and as permitted by securities laws and other legal requirements. The Buyback Program does not obligate the Company to repurchase any specific number of shares and the number of shares repurchased may depend upon market and economic conditions and other factors. The Buyback Program may be discontinued, modified or suspended at any time.

During the nine months ended September 30, 2025, the Company repurchased 58,271,502 of its shares, consisting of 44,462,229 Ordinary shares, and 13,809,273 Non-voting Ordinary shares (see Note 12) at an average price of $3.15 per share (excluding broker and transaction fees of $1,094). As of September 30, 2025, the Company had remaining authorization under the Buyback Program to repurchase Ordinary shares up to an aggregate amount of $261,892.

Share Incentive Plans

a.In addition to the Buyback Program detailed above, the Company utilizes a net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees (the “Net Issuances”). In March and August 2025, the Company satisfied the required conditions, as set forth in the Israeli Companies Law and the Companies Regulations, to conduct future repurchases of its Ordinary and Non-voting Ordinary shares under the Buyback Program and Net Issuances, each in an aggregate amount up to $200,000. The Company’s board of directors have the authority to determine the amount to be utilized for Net Issuances and Ordinary and Non-voting Ordinary share repurchases.

For the nine months ended September 30, 2025 and 2024, the Company utilized the net issuance mechanism in connection with equity-based compensation for certain Office Holders, which resulted in a tax withholding payment by the Company of $3,133 and $2,396, respectively, which were recorded as a reduction of additional paid-in capital.

b. The following is a summary of share option activity and related information for the nine months ended September 30, 2025 (including employees, directors, officers and consultants of the Company):


	Outstanding Share Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Balance as of January 1, 2025	25,157,131	$	3.50	4.74	$	36,594
Exercised	(2,072,251)	$	2.56	—	$	1,693
Forfeited	(729,527)	$	5.65	—	—
Balance as of September 30, 2025 (unaudited)	22,355,353	$	3.52	4.18	$	30,342
Exercisable as of September 30, 2025 (unaudited)	21,633,228	$	3.43	4.13	$	29,727

During the nine months ended September 30, 2025, the Company did not grant options.

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period.

As of September 30, 2025, unrecognized share-based compensation cost related to unvested share options was $1,056, which is expected to be recognized over a weighted-average period of 0.26 years.

c. The following is a summary of the RSU activity and related information for the nine months ended September 30, 2025:


	Outstanding Restricted Shares Units	Weighted Average Grant Date Fair Value

Balance as of January 1, 2025	25,440,611	$	4.78
Granted	17,980,007	3.27
Vested (*)	(9,746,907)	4.79
Forfeited	(3,170,149)	4.50
Balance as of September 30, 2025 (unaudited)	30,503,562	$	3.93

(*) A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the nine months ended September 30, 2025, a total of 897,267 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 813,721 Ordinary shares.

The total release date fair value of RSUs was $33,409, during the nine months ended September 30, 2025.

As of September 30, 2025, unrecognized share-based compensation cost related to unvested RSUs was $107,615, which is expected to be recognized over a weighted-average period of 2.61 years.

The total share-based compensation expense related to all of the Company’s share-based awards recognized for the three and nine months ended September 30, 2025 and 2024, was comprised as follows:


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
	Unaudited
Cost of revenues	$	905	$	933	$	2,728	$	3,040
Research and development	6,415		6,785		19,543		20,015
Sales and marketing	4,270		4,671		13,093		13,526
General and administrative	4,124		4,797		12,439		15,311
Total share-based compensation expense	$	15,714	$	17,186	$	47,803	$	51,892

Taboola.com Ltd. 10-Q