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

Rhea-AI Filing Summary

Richard T. Scanlon, a director of Taboola.com Ltd. (TBLA), was granted 58,068 restricted share units (RSUs) on 08/08/2025 as reported on a Form 4. The RSUs were granted in connection with his board service, have a grant price of $0 and each RSU represents the right to receive one ordinary share upon vesting.

The RSUs vest 100% on May 1, 2026 subject to continuous service. Following the reported transaction the filing lists 245,827 ordinary shares beneficially owned directly and additional indirect holdings held by affiliated entities of 510,512, 1,254,300, 70,642, 367,886, and 1,034,552 shares (the latter held by an LLC of which the reporting person is sole member). Footnotes disclaim direct beneficial ownership for certain entity-held shares except to the extent of any pecuniary interest.

Positive

• 58,068 RSUs granted to the director for board service, indicating aligned compensation tied to continued service
• RSUs vest 100% on May 1, 2026, with each RSU convertible into one ordinary share upon vesting and settlement
• Detailed disclosure of indirect holdings across multiple affiliated entities (510,512; 1,254,300; 70,642; 367,886; 1,034,552), increasing transparency

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity grant of 58,068 RSUs and substantial indirect holdings across multiple affiliated entities; largely an ownership disclosure.

The Form 4 documents a compensation-related grant rather than an open-market purchase or sale. The grant is priced at $0 and vests fully on May 1, 2026, indicating a retention-oriented award tied to continued board service. The reporting person also has material indirect positions across five entities, with counts explicitly disclosed in the filing. This is primarily a governance and ownership update rather than a liquidity or voting-control change disclosed by the filing itself.

Corporate Governance Expert

TL;DR: Disclosure clarifies director compensation and the reporting person’s indirect ownership through investment vehicles and an LLC.

The filing clearly attributes holdings to specific entities and includes standard disclaimers that the reporting person disclaims beneficial ownership of entity-held shares except for any pecuniary interest. The full vesting condition (100% on May 1, 2026) and the one-for-one share conversion of RSUs are explicitly stated. From a governance perspective, this provides transparency on potential related-party holdings and aligns director compensation with service tenure.

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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OMB Number:			3235-0287
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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^*

Scanlon Richard T

(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)

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	245,827	D
Ordinary Shares								510,512	I	see footnote(2)
Ordinary Shares								1,254,300	I	see footnote(3)
Ordinary Shares								70,642	I	see footnote(4)
Ordinary Shares								367,886	I	see footnote(5)
Ordinary Shares								1,034,552	I	by LLC(6)

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. Each RSU represents the right to receive one ordinary share upon vesting and settlement.

2. The ordinary shares are held directly by Marker Follow-On Fund, LP ("Marker Follow-On"). Marker Follow-On Fund GP, Ltd. ("Marker Follow-On GP") is the general partner of Marker Follow-On. The Reporting Person is a director of Marker Follow-On GP and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker Follow-On. The Reporting Person disclaims beneficial ownership of such shares for purposes of Securities Exchange Act of 1934 ("Section 16"), except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

3. The ordinary shares are held directly by Marker II LP Taboola Series E LP ("Marker II TSE"). Marker II GP, Ltd. ("Marker II GP") is the general partner of Marker II TSE. The Reporting Person is a director of Marker II GP and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker II TSE. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

4. The ordinary shares are held directly by Marker Lantern 1 Ltd. ("Marker 1"). Marker Lantern Management Ltd. ("Marker Management") is the manager of Marker 1. The Reporting Person is a director of Marker Management and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker 1. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16 of the Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

5. The ordinary shares are held directly by Marker Lantern II Ltd. ("Marker II"). Marker Lantern II Manager Ltd. ("Marker II Manager") is the manager of Marker II. The Reporting Person is a director of Marker II Manager and, in such capacity, has shared voting and dispositive power with respect to the shares held by Marker II. The Reporting Person disclaims beneficial ownership of such shares for purposes of Section 16, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

6. Reporting Person is the sole member of this LLC.

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 (TBLA) director Richard T. Scanlon acquire on 08/08/2025?

He was granted 58,068 restricted share units (RSUs), each representing the right to one ordinary share upon vesting.

When do the RSUs granted to Richard T. Scanlon vest?

The RSUs vest 100% on May 1, 2026, subject to the reporting person’s continuous service through the vesting date.

What direct and indirect Taboola (TBLA) holdings are disclosed for the reporting person?

The filing lists 245,827 shares directly beneficially owned and indirect holdings of 510,512, 1,254,300, 70,642, 367,886, and 1,034,552 shares held by affiliated entities and an LLC.

What is the grant price of the RSUs in the Form 4?

The RSUs are shown with a grant price of $0 in the filing.

What is the reporting person’s relationship to Taboola (TBLA)?

The reporting person, Richard T. Scanlon, is identified in the filing as a director of Taboola.com Ltd.