[Form 4] Taboola.com Ltd. Insider Trading Activity

Rhea-AI Filing Summary

On 07/24/2025, Astera Labs (ALAB) Chief Financial Officer Michael Truett Tate was granted 43,238 restricted stock units (RSUs) under the 2024 Stock Option and Incentive Plan at $0 exercise price. Direct ownership rises to 278,373 common shares, while an additional 618,996 shares are held indirectly via the Tate 1997 Living Trust.

The RSUs vest 25% on 08/15/2026; the remaining 75% vest in 12 equal quarterly installments, completing in mid-2029. Each RSU entitles the holder to one ALAB share upon vesting, implying the future issuance of 43,238 shares.

• No open-market purchase or sale occurred; the transaction is purely compensatory.
• No derivative securities beyond the RSU grant were reported.

The filing underscores Astera Labs’ continued use of equity incentives to retain key executives and further align the CFO’s interests with shareholders.

Positive

• Increased executive alignment: CFO’s direct stake rises to 278,373 shares, enhancing incentive compatibility.
• Long-term vesting schedule: Four-year vesting encourages sustained performance and retention.

Negative

• Potential dilution: 43,238 additional shares will enter float upon vesting, incrementally diluting existing holders.
• Compensation expense: Ongoing share-based awards may pressure future EPS and require careful disclosure.

Insights

Financial Analyst

TL;DR: CFO received 43k RSUs; ownership now ~897k shares direct+indirect—neutral incentive alignment, minimal dilution.

The award increases Tate’s economic exposure to ALAB without involving cash outlay, indicating standard executive compensation rather than a conviction-driven open-market buy. Vesting over four years supports retention and long-term share-price focus. Dilution from 43k shares is immaterial relative to typical tech-sector float sizes. No sell signal emerges; however, investors should note ongoing share-based compensation pressure on EPS.

Corporate Governance Specialist

TL;DR: Routine RSU grant; aligns incentives but raises modest dilution/compensation cost concerns.

The staggered vesting schedule ties the CFO’s reward horizon to multi-year performance, consistent with best practices. Disclaiming beneficial ownership of trust-held shares limits potential conflict interpretations. Nonetheless, repeated equity grants can accumulate dilution and expense, so the board should balance pay mix with shareholder dilution thresholds.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

1. Name and Address of Reporting Person^*

Apollo Management Holdings GP, LLC

(Last) (First) (Middle)

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2025

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

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

	Form filed by One Reporting Person
X	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
Non-Voting Ordinary Shares, No Par Value	07/28/2025		J(1)		139,548	D	$3.45	32,013,776	I	See Footnote(2)
Ordinary Shares, No Par Value								39,525,691	I	See Footnote(2)

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

1. Name and Address of Reporting Person^*

Apollo Management Holdings GP, LLC

(Last) (First) (Middle)

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Apollo Management GP, LLC

(Last) (First) (Middle)

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Apollo Management Holdings, L.P.

(Last) (First) (Middle)

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported sales are between the Issuer and College Top Holdings, Inc., as part of the Issuer's share repurchase program and are intended to keep the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more. See Exhibit 99.1 for more information.

2. See Exhibit 99.1.

	see signatures attached as Exhibit 99.2	07/29/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

How many Astera Labs (ALAB) shares did the CFO receive?

He was granted 43,238 restricted stock units, each convertible into one common share.

What is the vesting schedule for the new RSUs?

25% vest on 08/15/2026; the remaining 75% vest in 12 equal quarterly tranches through 2029.

What is the CFO’s total ownership after the transaction?

Direct: 278,373 shares; Indirect (via trust): 618,996 shares; combined economic interest ≈ 897k shares.

Was any cash paid for the shares?

No. The RSUs were granted at $0 cost as part of executive compensation.

Does the Form 4 indicate any insider selling?

No sales were reported; the filing reflects only an equity grant to the CFO.