[8-K] Taboola.com Ltd. Reports Material Event

Rhea-AI Filing Summary

Taboola.com Ltd. announced a privately negotiated share repurchase from funds affiliated with Pitango Venture Capital. The company bought back 6,387,648 ordinary shares at $3.67 per share, for an aggregate of approximately $23.4 million in cash. The transaction was completed on November 10, 2025 and executed under the company’s existing repurchase authorization.

The repurchase involves a related party: board member Nechemia J. Peres is the Managing General Partner and Co‑Founder of Pitango Venture Capital. The transaction was approved by the company’s Audit Committee and was consummated the same day.

Insights

Equity Capital Markets Analyst

Taboola executed a $23.4M related‑party share repurchase at $3.67.

The company repurchased 6,387,648 ordinary shares for cash consideration of $23.4 million, priced at $3.67 per share, in a privately negotiated transaction with Pitango-affiliated funds. The buyback occurred under the existing authorization and closed on November 10, 2025.

This reduces shares outstanding and represents a cash outflow to the company. Given Pitango’s ties—its co-founder and managing general partner, Nechemia J. Peres, serves on the board—the filing notes Audit Committee approval, signaling related‑party governance controls.

Near‑term impact depends on the share base and liquidity, which are not provided in the excerpt. Subsequent disclosures may quantify the post‑repurchase share count and remaining authorization capacity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

November 10, 2025

TABOOLA.COM LTD.

(Exact name of registrant as specified in its charter)

Israel	001-40566	Not applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

16 Madison Square West

7th Floor

New York, NY 10010

(Address of principal executive offices, including zip code)

212-206-7633

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary shares, no par value		TBLA		The Nasdaq Global Select Market
Warrants to purchase ordinary shares		TBLAW		The Nasdaq Global Select Market

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).

Emerging growth company ☐

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 10, 2025, Taboola.com Ltd. (the “Company”) entered into a privately negotiated share repurchase agreement (the “Share Repurchase Agreement”) with certain funds affiliated with Pitango Venture Capital to repurchase 6,387,648 of the Company’s ordinary shares (the “Repurchase”) for consideration consisting of $3.67 per share, or an aggregate of approximately $23.4 million in cash. The Repurchase was done under the Company’s existing repurchase authorization.  Nechemia J. Peres, who is currently a member of the Company’s Board of Directors, is the Managing General Partner and Co-Founder of Pitango Venture Capital. The Repurchase was approved by the Company’s Audit Committee and was consummated on November 10, 2025.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits

TABLE OF CONTENTS

	Exhibit No.		Description
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TABOOLA.COM LTD.
	By:	/s/ Stephen Walker
		Name:	Stephen Walker
		Title:	Chief Financial Officer
Date: November 12, 2025

FAQ

What did Taboola (TBLA) announce in this 8‑K?

Taboola repurchased 6,387,648 ordinary shares at $3.67 per share, totaling about $23.4 million in cash, via a privately negotiated agreement.

Who sold the shares to Taboola and is there a related‑party connection?

The shares were bought from Pitango Venture Capital affiliated funds. Director Nechemia J. Peres is Pitango’s Managing General Partner and Co‑Founder.

When was the repurchase completed?

The repurchase was consummated on November 10, 2025.

What was the total cash outlay and price per share?

Taboola paid approximately $23.4 million in cash at $3.67 per share.

Was the buyback under an existing authorization?

Yes. The company stated the repurchase was completed under its existing repurchase authorization.

Was the transaction approved by an independent body?

Yes. The repurchase was approved by the Audit Committee.