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

Rhea-AI Filing Summary

Maniv Eldad, President and COO of Taboola.com Ltd. (TBLA), reported a sale of ordinary shares executed on 08/06/2025 under a Rule 10b5-1 trading plan adopted March 17, 2025. The Form 4 shows 2,100 shares sold in multiple trades at prices ranging from $3.76 to $3.78, with the reported weighted average sale price of $3.76. The filing states the sales were made in connection with the Reporting Person's tax obligations.

The report shows 10,817,321 ordinary shares beneficially owned following the transaction and details several RSU pools: 179,656 RSUs vesting through 2026, 434,373 RSUs through 2027, 898,780 RSUs through 2028 and 1,346,524 RSUs through 2029. It also discloses an irrevocable conveyance in November 2022 of certain shares to a trust for which the Reporting Person's spouse is sole beneficiary, and a disclaimer of beneficial ownership for Section 16 purposes except to the extent of any indirect pecuniary interest.

Positive

• Sale executed under a Rule 10b5-1 trading plan, reducing concerns about opportunistic insider timing
• Reporting Person retains significant ownership: 10,817,321 ordinary shares beneficially owned after the transaction
• Clear RSU disclosure showing vesting schedules through 2029, which informs future share issuance timing

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine 10b5-1 sale for tax reasons; transaction is small relative to total holdings and follows a pre-established plan.

The Form 4 documents a sale executed pursuant to a Rule 10b5-1 plan and explicitly ties the transactions to tax obligations, which reduces concerns about opportunistic timing. The number sold (2,100 shares) is modest relative to the reported 10,817,321 shares beneficially owned, suggesting limited corporate governance or control implications. The irrevocable conveyance to a spouse-beneficiary trust and the Section 16 disclaimer are disclosed, clarifying ownership boundaries for regulatory purposes.

Compensation / Tax Analyst

TL;DR: Insider sales executed to satisfy tax liabilities under a pre-existing plan; vesting schedules show substantial future share settlements.

The filing states the sales address tax obligations and were made under a 10b5-1 plan adopted on March 17, 2025, indicating pre-planned execution. Price execution ranged $3.76–$3.78 with a weighted average of $3.76. Multiple RSU tranches totaling over 2.8 million RSUs across 2026–2029 remain subject to vesting or additional settlement conditions, which may result in future share increases when vested and settled.

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)
08/06/2025

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	08/06/2025		S(1)(2)		2,100	D	$3.76(3)	10,817,321(4)(5)(6)(7)(8)(9)	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 $3.76 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.

4. Includes 7,957,988 ordinary shares.

5. 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.

6. 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.

7. 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.

8. 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

9. Includes 7,579,166 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	08/08/2025
	** 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.
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.

FAQ

Who filed the Form 4 for TBLA?

The Form 4 was filed by Maniv Eldad, who is identified as President and COO of Taboola.com Ltd.

What insider transaction did TBLA report on this Form 4?

The report discloses a sale of 2,100 ordinary shares executed on 08/06/2025 in multiple trades.

At what price were the TBLA shares sold?

Trades were executed at prices ranging from $3.76 to $3.78; the Form reports a weighted average sale price of $3.76.

Why were the shares sold according to the filing?

The filing states the sales were made in connection with the Reporting Person's tax obligations and were effected pursuant to a 10b5-1 trading plan adopted March 17, 2025.

How many TBLA shares does the Reporting Person beneficially own after the sale?

The Form reports 10,817,321 ordinary shares beneficially owned following the reported transaction(s).

What RSU or equity awards are disclosed in the Form 4?

The filing discloses RSU pools of 179,656 RSUs (vesting through 2026), 434,373 RSUs (through 2027), 898,780 RSUs (through 2028) and 1,346,524 RSUs (through 2029), with certain settlement conditions noted.