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

Rhea-AI Filing Summary

Taboola director Shany Gilad was granted 58,068 restricted share units (RSUs) on 08/08/2025 as board compensation. The RSUs vest 100% on May 1, 2026 subject to the Reporting Person's continuous service; the filing also states an additional time-based settlement condition delaying conversion to ordinary shares and contains inconsistent references to the settlement year (2026 and 2027). Each RSU represents the right to receive one ordinary share upon vesting and settlement. The report shows the reporting person beneficially owns 263,832 securities following the transaction, which includes 59,172 vested RSUs. The RSUs were issued at a $0 price.

Positive

• 58,068 RSUs granted to director Shany Gilad, aligning board member compensation with shareholder outcomes through equity-based awards.
• Beneficial ownership increased to 263,832, which the filing explicitly reports and includes 59,172 vested RSUs.

Negative

• Inconsistent settlement-year disclosures (filing references both 2026 and 2027) create ambiguity about when RSUs will convert to ordinary shares.
• RSUs are subject to future settlement and will not convert immediately to ordinary shares, so these awards do not represent immediate share issuance or liquidity for the holder.

Insights

Financial Analyst

TL;DR: Director RSU grant increases reported beneficial ownership but appears to be routine compensation; settlement timing ambiguity needs clarification.

The Form 4 discloses a 58,068 RSU grant to director Shany Gilad and shows total beneficial ownership of 263,832 securities after the grant (including 59,172 vested RSUs). The RSUs vest on May 1, 2026 and are subject to an additional time-based settlement condition before conversion to ordinary shares. From a financial perspective this is a non-cash, time‑based retention award typical for board members and does not represent immediate share issuance or cash proceeds. The inconsistent settlement year in the filing should be clarified for accurate ownership timing.

Corporate Governance Expert

TL;DR: Time‑based RSUs align director incentives, but conflicting settlement-year language is a disclosure control concern that the company should correct.

The grant structure—100% vesting on May 1, 2026 and an additional time‑based settlement condition—ties compensation to continued board service and later settlement, and the filing states that settlement is not conditioned on service at settlement date. Including 59,172 vested RSUs in the ownership total is notable. However, the filing contains conflicting statements about whether settlement occurs in 2026 or 2027, which creates uncertainty about when underlying shares will be issued and become freely transferable; accurate, consistent disclosure is important for governance and shareholder transparency.

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^*

Shany Gilad

(Last) (First) (Middle)

89 MEDINAT HAYEHUDIM

(Street)

HERZLIYA L3

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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	08/08/2025		A		58,068(1)	A	$0	263,832(2)	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. Restricted Share Units ("RSUs") granted to the Reporting Person in connection with their service on the Issuer's Board of Directors. 100% of the RSUs shall vest on May 1, 2026, subject to the Reporting Person's continuous service through the vesting date. The RSUs, subject to vesting, will not convert to ordinary shares until the satisfaction of an additional time-based settlement condition to occur in 2027. 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

2. Includes 59,172 vested RSUs. The RSUs will not convert to ordinary shares until the satisfaction of an additional time-based settlement condition to occur in 2026. The settlement is not conditioned on the Reporting Person's continuous service through the vesting date. Each RSU represents the right to receive one ordinary share upon settlement.

Remarks:

	/s/ John Ferrantino, Attorney-in-fact	08/12/2025
	** 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

What did Taboola director Shany Gilad receive in the Form 4 (TBLA)?

The filing shows a grant of 58,068 restricted share units (RSUs) to Shany Gilad as board compensation.

When do the RSUs vest and convert to ordinary shares?

The RSUs vest 100% on May 1, 2026; conversion to ordinary shares is subject to an additional time‑based settlement condition stated in the filing.

How many securities does Shany Gilad beneficially own after the transaction?

The Form 4 reports 263,832 securities beneficially owned following the reported transaction, which the filing states includes 59,172 vested RSUs.

Was there a purchase price for the RSUs reported in the filing?

The RSUs were reported at a $0 price, consistent with typical equity grants for service.

Is there any inconsistency or disclosure issue in the Form 4 for TBLA?

Yes. The filing contains conflicting references to the settlement year (2026 and 2027), which the company should clarify for precise timing of conversion.