RSU tax withholding adjusts Taboola.com Ltd. (TBLA) CEO equity stake

Rhea-AI Filing Summary

Taboola.com Ltd. Founder and CEO Adam Singolda reported a Form 4 transaction where 169,758 ordinary shares were withheld at $3.36 per share to cover tax obligations from vesting RSUs. According to the filing, no shares were sold. After this tax withholding, he beneficially owned 15,635,465 securities, including 13,113,374 ordinary shares and multiple RSU grants scheduled to vest quarterly through 2029.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Singolda Adam

(Last) (First) (Middle)

16 MADISON SQ W 7TH FL

(Street)

NEW YORK NY 10010

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Taboola.com Ltd. [ TBLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Founder and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares	02/16/2026		F		169,758(1)	D	$3.36	15,635,465(2)(3)(4)(5)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares were withheld to satisfy tax withholding obligations in connection with the vesting of previously awarded Restricted Share Units ("RSUs"). No shares were sold.

2. Includes 13,113,374 ordinary shares.

3. Includes 383,903 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.

4. Includes 695,484 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.

5. Includes 1,442,704 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.

Remarks:

	/s/ John Ferrantino, Attorney-in-fact	02/19/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Taboola (TBLA) CEO Adam Singolda report in this Form 4?

Adam Singolda reported a tax-related share withholding, not an open-market trade. A total of 169,758 ordinary shares were withheld to satisfy tax obligations arising from the vesting of previously granted RSUs, while no shares were actually sold.

Were any Taboola (TBLA) shares sold by the CEO in this transaction?

No, the filing states that no shares were sold. The 169,758 ordinary shares were withheld solely to cover tax withholding obligations tied to vesting RSUs, which is a common administrative step rather than a discretionary sale of stock.

How many Taboola (TBLA) securities does the CEO hold after this Form 4 event?

After the transaction, Adam Singolda beneficially owned 15,635,465 securities. This includes 13,113,374 ordinary shares plus several RSU awards that will convert into ordinary shares as they vest over future quarterly dates through 2029.

What RSU awards are included in Adam Singolda’s Taboola (TBLA) holdings?

His holdings include multiple RSU grants with staggered vesting. The filing lists 383,903 RSUs vesting through 2027, 695,484 RSUs vesting through 2028, and 1,442,704 RSUs vesting through 2029, each delivering one ordinary share upon vesting.

At what price were the withheld Taboola (TBLA) shares valued in this Form 4?

The withheld shares were valued at $3.36 per ordinary share. This price was used to calculate the value of the 169,758 shares retained by the company to satisfy the CEO’s tax withholding obligations associated with RSU vesting.

Does this Taboola (TBLA) Form 4 indicate a change in the CEO’s commitment?

The transaction appears administrative, tied to RSU tax withholding. It reflects shares withheld to meet tax obligations from vesting equity rather than a discretionary open-market sale, and the CEO continues to hold a substantial equity position in the company.