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Taboola (TBLA) Form 4: 3,000-Share Charitable Gift; RSU Tax Withholding

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Taboola.com Ltd. (TBLA) Form 4 filed for Kristy Sundjaja, Chief People Officer. The filing reports two non-derivative transactions: on 08/14/2025 a transfer of 3,000 ordinary shares as a bona fide charitable gift at no cash proceeds, and on 08/16/2025 withholding of 40,878 ordinary shares to satisfy tax withholding related to vested Restricted Share Units at an effective price of $3.32 per share. Following the transactions the reporting person beneficially owned 1,082,770 shares (previously 1,123,648). The filing also discloses a mix of unvested RSUs that vest through 2026–2029 totaling multiple tranche amounts, including 382,918 shares and specific RSU tranches of 34,510, 124,107, 180,559, and 360,676 that convert to ordinary shares upon vesting.

Positive

  • No open-market sale disclosed; the larger transaction was tax withholding related to RSU vesting rather than a cash sale
  • Charitable gift of 3,000 shares indicates transfer for philanthropic purposes rather than disposition for liquidity

Negative

  • Total beneficial ownership decreased from 1,123,648 to 1,082,770 shares following reported transactions
  • 40,878 shares withheld at $3.32 to satisfy tax obligations, representing a reduction in outstanding insider-held shares
  • Significant unvested RSU tranches remain (34,510; 124,107; 180,559; 360,676) that will convert to ordinary shares through 2029 and may dilute ownership when settled

Insights

TL;DR: Routine insider transactions: charitable gift and tax-withholding for RSU vesting; modest reduction in beneficial ownership.

The Form 4 documents non-derivative changes by an officer rather than open-market sales. A 3,000-share charitable transfer and 40,878 shares withheld for taxes reduced beneficial ownership from 1,123,648 to 1,082,770. The filing also details significant unvested RSU tranches vesting through 2029, indicating continued potential equity dilution as those awards settle. These actions are administrative and compensation-related, not indicative of open-market liquidation.

TL;DR: Impact is neutral—transactions are compensation tax-related and a charitable gift; no cash sale disclosed.

The reported $3.32 per-share withholding on 08/16/2025 ties to RSU vesting rather than voluntary sale, and the 3,000-share transfer on 08/14/2025 was a charitable gift with zero proceeds. Beneficial ownership fell by 40,878 shares in total, about a 3.6% reduction from the previously reported figure, which is modest relative to overall outstanding share counts typically in public filings. Note the sizable remaining RSU awards that may convert into shares over 2026–2029, which investors may factor into future share count and dilution analysis.

Insider Sundjaja Kristy
Role Chief People Officer
Type Security Shares Price Value
Tax Withholding Ordinary Shares 40,878 $3.32 $136K
Gift Ordinary Shares 3,000 $0.00 --
Holdings After Transaction: Ordinary Shares — 1,082,770 shares (Direct)
Footnotes (1)
  1. The reported shares were transferred as a bona fide charitable gift. No shares were sold. These shares were withheld to satisfy tax withholding obligations in connection with the vesting of previously awarded Restricted Share Units ("RSUs"). No shares were sold. Includes 382,918 ordinary shares. Includes 34,510 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 upon vesting and settlement. Includes 124,107 RSUs which shall vest in equal quarterly installments through 2027, 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 upon vesting and settlement. Includes 180,559 RSUs which shall vest in equal quarterly installments through 2028, 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 upon vesting and settlement. Includes 360,676 RSUs which shall vest in equal quarterly installments through 2029, 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 upon vesting and settlement.
Form 4 Insider Transactions: What Each Field Means →
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).
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*
Sundjaja Kristy
(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)
Chief People Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025
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 08/14/2025 G 3,000(1) D $0 1,123,648 D
Ordinary Shares 08/16/2025 F 40,878(2) D $3.32 1,082,770(3)(4)(5)(6)(7) 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 reported shares were transferred as a bona fide charitable gift. No shares were sold.
2. These shares were withheld to satisfy tax withholding obligations in connection with the vesting of previously awarded Restricted Share Units ("RSUs"). No shares were sold.
3. Includes 382,918 ordinary shares.
4. Includes 34,510 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 upon vesting and settlement.
5. Includes 124,107 RSUs which shall vest in equal quarterly installments through 2027, 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 upon vesting and settlement.
6. Includes 180,559 RSUs which shall vest in equal quarterly installments through 2028, 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 upon vesting and settlement.
7. Includes 360,676 RSUs which shall vest in equal quarterly installments through 2029, 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 upon vesting and settlement.
Remarks:
/s/ John Ferrantino, Attorney-in-fact 08/18/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did TBLA insider Kristy Sundjaja report on Form 4?

The Form 4 reports a 3,000-share charitable transfer on 08/14/2025 and 40,878 shares withheld on 08/16/2025 to satisfy tax withholding for RSU vesting.

How did the transactions affect Kristy Sundjaja's beneficial ownership in TBLA?

Beneficial ownership decreased from 1,123,648 shares to 1,082,770 shares after the reported transactions.

Were any open-market sales reported in the Form 4 for TBLA?

No open-market sales were reported. The 3,000-share transfer was a charitable gift and the 40,878 shares were withheld for taxes related to RSU vesting.

What RSU awards or unvested equity are disclosed for the reporting person?

The filing discloses unvested RSU tranches including 34,510; 124,107; 180,559; and 360,676 RSUs, plus an aggregate inclusion of 382,918 ordinary shares in the reported ownership count, vesting through 2026–2029.

What price was associated with the tax-withheld shares?

The shares withheld for tax on 08/16/2025 show an effective price of $3.32 per share.