Taboola CEO Adam Singolda Withholds Shares for RSU Taxes; 16.08M Owned

Rhea-AI Filing Summary

Adam Singolda, Founder, CEO and Director of Taboola.com Ltd. (TBLA), reported a transaction dated 08/16/2025 in which 169,758 ordinary shares were withheld to satisfy tax withholding obligations related to the vesting of previously awarded Restricted Share Units (RSUs); no shares were sold in the transaction. After the withholding, the reporting person beneficially owns 16,075,588 ordinary shares in total. The filing breaks down outstanding and unvested RSUs: 179,656 vest quarterly through 2026, 575,854 vest through 2027, 869,356 vest through 2028, and 1,683,154 vest through 2029. The form is signed by an attorney-in-fact on behalf of the reporting person on 08/18/2025.

Positive

• No open-market sale occurred; 169,758 shares were withheld solely to satisfy tax withholding on vested RSUs
• Substantial retained ownership: the reporting person beneficially owns 16,075,588 ordinary shares after the transaction
• Clear disclosure of RSU schedules and amounts vesting through 2029 provides transparency on future equity issuance

Negative

• Material future vesting: a total of 3,307,020 RSUs remain unvested across 2026–2029 (179,656 + 575,854 + 869,356 + 1,683,154), which will convert to shares over time
• Potential dilution from multi-year RSU vesting as disclosed could increase share count when vested and settled

Insights

Securities Analyst

TL;DR: Insider withheld shares for taxes; retains substantial ownership of 16.08 million shares.

The report shows a typical post-vesting tax-withholding event rather than an open-market sale, indicating the insider did not reduce economic exposure to Taboola through a disposition. The total beneficial ownership of 16,075,588 shares remains substantial, and the disclosed schedule of RSU vesting through 2029 indicates additional share issuance is expected over multiple years as units vest. For investors, the filing documents ownership levels and the timeline of incremental equity-based compensation coming to market.

Corporate Governance Expert

TL;DR: Filing is a routine disclosure of tax withholding on vested RSUs; long-term vesting schedule extends through 2029.

This Form 4 documents a non-sale disposal used solely to satisfy tax obligations arising from RSU vesting. The presence of multi-year RSU tranches (2026–2029) reflects ongoing equity compensation for the CEO, which is common but important for evaluating executive incentives and potential future dilution. The filing is properly executed by an attorney-in-fact and clearly itemizes the outstanding RSUs and direct beneficial ownership.

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^*

Singolda Adam

(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
X	Officer (give title below)		Other (specify below)
	Founder and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2025

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	08/16/2025		F		169,758(1)	D	$3.32	16,075,588(2)(3)(4)(5)(6)	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 12,767,568 ordinary shares.

3. 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 upon vesting and settlement.

4. Includes 575,854 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.

5. Includes 869,356 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.

6. Includes 1,683,154 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.
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FAQ

What did Adam Singolda (TBLA) report on Form 4 dated 08/16/2025?

The report shows 169,758 ordinary shares were withheld to satisfy tax withholding related to vested RSUs; no shares were sold.

How many shares does Adam Singolda beneficially own after the transaction?

After the reported withholding, the reporting person beneficially owns 16,075,588 ordinary shares.

How many unvested RSUs are disclosed and when do they vest?

The filing discloses 179,656 RSUs vesting through 2026, 575,854 through 2027, 869,356 through 2028, and 1,683,154 through 2029.

Was any cash sale made in this transaction by the reporting person?

No. The filing states the shares were withheld for tax withholding and explicitly notes no shares were sold.

What was the price listed for the withheld shares?

The transaction lists a price of $3.32 per share associated with the disposition event.

Who signed the Form 4 filing for the reporting person?

The form is signed by John Ferrantino, Attorney-in-fact on behalf of the reporting person on 08/18/2025.