Taboola CFO exercises options, pays taxes in shares

Taboola.com Ltd. Chief Financial Officer Stephen C. Walker exercised share options and settled related costs using company stock.

Rhea-AI Filing Summary

Taboola.com Ltd. Chief Financial Officer Stephen C. Walker exercised share options and settled related costs using company stock. He exercised options for 170,070 Ordinary Shares at $2.63 per share and, in a cashless transaction, 132,590 Ordinary Shares were delivered to cover the exercise price and tax liability. After these transactions, he holds 3,273,505 Ordinary Shares directly, reflecting a compensation-related option exercise rather than an open-market trade.

Insider Trade Summary

170,070 shares exercised/converted

Exercise 3 txns

Insider Walker Stephen C

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Share Option (Right to Buy)	170,070	$0.00	$0.00
Exercise	Ordinary Shares	170,070	$2.63	$447K
Exercise Price or Tax Liability	Ordinary Shares	132,590	$5.04	$668K

Holdings After Transaction: Share Option (Right to Buy) — 0 contracts (Direct); Ordinary Shares — 3,273,505 shares (Direct)

Footnotes (7)

1. 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.
2. F2. Includes 992,433 ordinary shares.
3. 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.
4. 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.
5. 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.
6. 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.
7. F7. Immediately exercisable.

Key Figures

Options exercised: 170,070 shares Exercise price: $2.63 per share Shares delivered for taxes/exercise: 132,590 shares +3 more

6 metrics

Options exercised 170,070 shares Ordinary Shares acquired via option exercise at $2.63

Exercise price $2.63 per share Conversion or exercise price of stock options

Shares delivered for taxes/exercise 132,590 shares Ordinary Shares used to pay exercise price and tax liability

Post-transaction holdings 3,406,095 shares Ordinary Shares held directly after transactions

Option expiration date June 14, 2026 Scheduled expiration of exercised stock options

RSU tranche 1,089,799 RSUs Largest RSU award vesting quarterly through 2030

Key Terms

cashless exercise, RSUs, Share Option (Right to Buy), tax liability, +1 more

5 terms

cashless exercise financial

"cashless exercise of stock options reported on this Form 4, which were scheduled"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

RSUs financial

"Includes 148,928 RSUs which shall vest in equal quarterly installments"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

Share Option (Right to Buy) financial

"security_title": "Share Option (Right to Buy)""

tax liability financial

"to pay the exercise price and tax liability in connection with Mr. Walker's cashless exercise"

Ordinary Shares financial

"security_title": "Ordinary Shares""

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/08/2026 - 04:07 PM EDT Learn about SEC filing dates

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).

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^*

Walker Stephen C

(Last) (First) (Middle)

16 MADISON SQ W 7TH FL

(Street)

NEW YORK NEW YORK 10010

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/08/2026

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

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

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

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	05/08/2026		M		170,070	A	$2.63	3,406,095	D
Ordinary Shares	05/08/2026		F(1)		132,590	D	$5.04	3,273,505(2)(3)(4)(5)(6)	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
Share Option (Right to Buy)	$2.63	05/08/2026		M			170,070	(7)	06/14/2026	Ordinary Shares	170,070	$0	0	D

Explanation of Responses:

1. 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.

2. Includes 992,433 ordinary shares.

3. 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.

4. 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.

5. 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.

6. 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.

7. Immediately exercisable.

Remarks:

	/s/ John Ferrantino, Attorney-in-fact	05/08/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)