Taboola.com Ltd. (TBLA) CFO logs RSU tax share withholding

Rhea-AI Filing Summary

Taboola.com Ltd. Chief Financial Officer Stephen C. Walker reported a tax-withholding share disposition tied to vesting of restricted share units (RSUs). On this event, 90,373 ordinary shares were withheld at $3.36 per share to cover tax obligations, and no shares were sold in the market. Following the withholding, he directly holds 2,146,226 ordinary shares, which include 954,953 ordinary shares plus multiple RSU grants scheduled to vest in equal quarterly installments through 2027, 2028 and 2029.

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^*

Walker Stephen C

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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	02/16/2026		F		90,373(1)	D	$3.36	2,146,226(2)(3)(4)(5)	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. 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.

2. Includes 954,953 ordinary shares.

3. Includes 148,928 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.

4. Includes 320,993 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.

5. Includes 721,352 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	02/19/2026
	** 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).
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FAQ

What insider transaction did Taboola (TBLA) report for CFO Stephen C. Walker?

Taboola CFO Stephen C. Walker reported a tax-related share disposition. 90,373 ordinary shares were withheld at $3.36 per share to satisfy tax obligations from RSU vesting, with no open-market sale of shares involved.

Were any Taboola (TBLA) shares actually sold by the CFO in this Form 4?

No, the Form 4 states that no shares were sold. The 90,373 ordinary shares were withheld solely to cover tax withholding obligations arising from the vesting of previously granted restricted share units (RSUs).

How many Taboola (TBLA) shares does the CFO hold after the reported transaction?

After the tax-withholding disposition, the CFO directly holds 2,146,226 ordinary shares. This figure includes 954,953 ordinary shares plus multiple RSU awards that convert into one ordinary share each upon future vesting and settlement.

What RSU awards are included in the Taboola (TBLA) CFO’s reported holdings?

His holdings include RSUs for 148,928 shares vesting quarterly through 2027, 320,993 shares vesting quarterly through 2028, and 721,352 shares vesting quarterly through 2029, each RSU representing the right to receive one ordinary share upon vesting.

What does transaction code "F" mean in the Taboola (TBLA) CFO Form 4?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, 90,373 Taboola ordinary shares were withheld to satisfy tax withholding obligations linked to the vesting of restricted share units.