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

Rhea-AI Filing Summary

Turtle Beach Corporation has filed a Form 144 indicating that an affiliate intends to sell 2,125 common shares on or about July 3, 2025 through NASDAQ. The proposed trade will be executed via Morgan Stanley Smith Barney LLC and carries an aggregate market value of $30,535.83.

The shares represent roughly 0.01 % of the 20.15 million shares outstanding, a level that is generally viewed as immaterial to the company’s total float. The securities were originally received as restricted stock grants on April 1, 2022 (1,125 shares) and April 1, 2024 (1,000 shares). No other sales by this insider have been reported over the past three months. Because the filing states the seller is unaware of undisclosed material adverse information, the transaction appears to be a routine liquidity event rather than a signal of changing fundamentals.

Insights

Securities Analyst

TL;DR: Tiny insider sale (0.01 % float); neutral market impact.

Form 144 discloses a proposed sale of 2,125 Turtle Beach shares worth about $30k. With 20.1 million shares outstanding, dilution or supply effects are negligible. The stock was obtained via restricted grants, suggesting normal diversification rather than bearish sentiment. I view the disclosure as routine and not materially impactful for valuation or liquidity.

Corporate Governance Expert

TL;DR: Compliance filing; indicates transparency, no governance red flags.

The insider followed Rule 144 procedures, demonstrating adherence to SEC requirements. Absence of past-quarter sales and the seller’s representation of no undisclosed negative information lessen governance concerns. Volume is far below thresholds that would trigger aggregation or heightened scrutiny. Overall, a neutral governance event.

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
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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)
07/01/2025

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	07/01/2025		F(1)(2)		8,179	D	$3.75	10,864,198(3)(4)(5)(6)(7)(8)	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. Includes 8,004,865 ordinary shares.

4. 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.

5. 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.

6. 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.

7. 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.

8. Includes 7,626,043 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	07/03/2025
	** 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

How many Turtle Beach (TBCH) shares are being sold under this Form 144?

The filing covers 2,125 common shares.

What percentage of TBCH’s outstanding shares does 2,125 represent?

Approximately 0.01 % of the 20,146,401 shares outstanding.

When is the planned sale date for these TBCH shares?

The approximate sale date disclosed is July 3, 2025.

Which broker will execute the sale of the TBCH shares?

The broker of record is Morgan Stanley Smith Barney LLC.

Were the shares acquired through open-market purchases or grants?

They were acquired as restricted stock grants on 04/01/2022 and 04/01/2024.

Has this insider sold any TBCH stock in the past three months?

No; the filing states “Nothing to Report” for prior-quarter sales.