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

Rhea-AI Filing Summary

Walgreens Boots Alliance (WBA) has reached the decisive shareholder-approval stage of its going-private deal with Sycamore Partners-backed Blazing Star Parent. Amendment No. 4 to Schedule 13E-3 confirms that, at the 11 July 2025 special meeting, both required votes were secured: (i) a majority of all outstanding common shares and (ii) a majority of unaffiliated shares supported the Agreement and Plan of Merger dated 6 March 2025.

Key economics: Each outstanding WBA share will be converted into the right to receive (a) $11.45 in cash plus (b) one Divested Asset Proceed Right (DAP Right), whose terms are governed by a separate agreement. Treasury, parent-owned and dissenting shares are excluded.

Post-closing structure: Upon effectiveness, WBA will merge with Blazing Star Merger Sub and become a wholly-owned subsidiary of Blazing Star Parent; WBA common stock will cease public trading.

Sponsor & insider arrangements: • Long-time shareholder Stefano Pessina (through Alliance Santé entities) owns 16.8 % voting power and has signed both a Voting Agreement and a Reinvestment Agreement to roll over cash proceeds into the new private holding companies. • The board unanimously approved the deal, with Pessina and director John Lederer recused.

Next steps: With shareholder approval in hand, closing now depends on remaining customary conditions (e.g., regulatory clearances, financing draw-down) outlined in the Merger Agreement. After closing, public investors will hold no equity interest; liquidity is limited to the cash/DAP consideration.

Insights

M&A Specialist

TL;DR: Shareholder nod clears $11.45-per-share cash + DAP take-private; regulatory/financing closing conditions remain.

The affirmative vote by both overall and unaffiliated shareholders satisfies the most material closing condition under the Merger Agreement. Cash consideration is fixed, limiting price risk for holders awaiting completion; the contingent DAP Right offers upside tied to asset divestiture proceeds but carries valuation uncertainty. Board recusal of related directors and dual fairness opinions (Centerview, Morgan Stanley) strengthen procedural safeguards, reducing litigation risk. Financing appears well mapped via multiple commitment letters, lowering deal-execution risk. Overall impact: moderately positive as the transaction advances toward consummation.

Portfolio Manager

TL;DR: Liquidity event locked-in; public shareholders trade equity upside for $11.45 cash plus contingent right.

For arbitrageurs, the filing removes voting uncertainty, shifting focus to spread-to-close and regulatory timeline. Income-oriented investors lose future dividend streams once shares delist. Without disclosed market-price premium data, risk-adjusted return hinges on timing and DAP Right valuation. The reinvestment by Pessina aligns insiders with post-deal value creation but eliminates minority participation. Impact on existing portfolios is neutral to slightly positive: certainty of cash exit but forfeiture of long-term public market upside.

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).

X

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^*

Maniv Eldad

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/09/2025

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	07/09/2025		F(1)(2)		41,377	D	$3.76(3)	10,822,821	D
Ordinary Shares	07/10/2025		F(1)(2)		3,400	D	$3.76(4)	10,819,421(5)(6)(7)(8)(9)(10)	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. The Reporting Person is subject to taxation in the United States and in Israel, which differ significantly in how they tax equity compensation. Among other differences, the use of a net issuance mechanism, while customary in the United States, may have adverse tax consequences in Israel. Due to these differences, the sales reported in this Form 4 were made in connection with the Reporting Person's tax obligations.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 17, 2025.

3. This transaction was executed in multiple trades at prices ranging from $3.75 to $3.77. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $3.75 to $3.78. The price reported above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

5. Includes 7,960,088 ordinary shares.

6. Includes 179,656 RSUs which shall vest in equal quarterly installments through 2026, 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 of the Issuer upon vesting.

7. Includes 434,373 RSUs which vested or shall vest in equal quarterly installments through 2027, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs will not convert to ordinary shares until the satisfaction of an additional time-based settlement condition to occur on or after two years and one day following the date of grant. The settlement is not conditioned on the Reporting Person's provision of service on settlement date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

8. Includes 898,780 RSUs which vested or shall vest in equal quarterly installments through 2028, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs will not convert to ordinary shares until the satisfaction of an additional time-based settlement condition to occur on or after two years and one day following the date of grant. The settlement is not conditioned on the Reporting Person's provision of service on settlement date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

9. Includes 1,346,524 RSUs which vested or shall vest in equal quarterly installments through 2029, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The RSUs will not convert to ordinary shares until the satisfaction of an additional time-based settlement condition to occur on or after two years and one day following the date of grant. The settlement is not conditioned on the Reporting Person's provision of service on settlement date. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

10. Includes 7,581,266 ordinary shares, including the ordinary shares underlying RSUs, as to which in November 2022 the Reporting Person irrevocably conveyed his rights to a trust for which the Reporting Person's spouse is the sole beneficiary. The Reporting Person disclaims beneficial ownership in such shares for the purpose of Section 16 of the Securities Exchange Act of 1934 ("Section 16"), except to the extent of his indirect pecuniary interest, if any, and his dispositive power, if any, therein. This report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

Remarks:

	/s/ John Ferrantino, Attorney-in-fact	07/11/2025
	** 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).
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