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SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS | 12 Months Ended
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Dec. 31, 2023
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract] |
SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS |
NOTE 15:- | SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS
Share capital Holders of Ordinary shares have the right to receive notice of, and to participate in, all general meetings of the Company, where each Ordinary share shall have one vote. Each holder has the right to receive dividends, if any, in proportion to their respective Ordinary share holdings. In the event of Taboola’s liquidation, after satisfaction of liabilities to creditors, Company assets will be distributed to the holders of its Ordinary shares in proportion to their shareholdings. On December 30, 2022, in connection with the Yahoo transaction, the Company’s shareholders approved an amendment and restatement to the Articles to include a Non-voting Ordinary share class with an authorized share capital of 46,000,000. In January 2023 the Company issued 45,198,702 Non-voting Ordinary shares to Yahoo. The Non-voting Ordinary shares are not entitled to vote, except in limited circumstances as provided in the Articles. Other than the voting rights, the rights to receive notice of meetings of shareholders and limited circumstances as described in the Company’s Articles, the Non-voting Ordinary shares will have rights identical to the rights of Ordinary shares as described above (see Note 1d). Share Incentive Plans
| a. | During the years 2007, 2016, 2017 and 2020, the Company adopted several share incentive plans (together the “Legacy Plans”) to provide incentives to the Company’s employees, directors, consultants and/or contractors. In June 2021, immediately following the effective date of the registration statement on Form F-4, the Company adopted (i) the 2021 Share Incentive Plan (the “2021 Plan”, and together with the Legacy Plans, the “Plans”) and (ii) the Employee Stock Purchase Plan (the “ESPP”). Following the effectiveness of the 2021 Plan, the Company ceased making awards under the Legacy Plans, although previously granted awards under the Legacy Plans remain outstanding.
Under the Plans, the Company’s employees, directors, consultants and/or contractors are or were eligible to be granted equity-related awards, including options to acquire the Company’s Ordinary shares, restricted share units (“RSUs”) and restricted shares. The equity related awards generally vest over 4 years and expire 10 years after the date of grant. Most of the RSUs granted prior to June 30, 2021, were subject to a two-tiered vesting arrangement, including a time-based vesting component which is generally over 4 years, and an additional vesting condition of a Merger/Sale or IPO being consummated within 5 years of the grant. RSUs granted under 2021 Plan, following the Company becoming publicly traded, are subject to a time-based vesting condition and in general vest over 4 years of the grant. As of December 31, 2023, the maximum number of the Company’s Ordinary shares available for issuance under the 2021 Plan is equal to the sum of (i) 31,932,902 Ordinary shares, (ii) any shares subject to awards under the Legacy Plans which have expired, or were canceled, terminated, forfeited or settled in cash in lieu of issuance of shares or become unexercisable without having been exercised, and (iii) an annual increase on the first day of each year beginning in 2022 and on January 1 of each calendar year thereafter during the term of the 2021 Plan, equal to the lesser of (A) 5% of the outstanding shares on the last day of the immediately preceding calendar year and (B) such amount as determined by the Company’s board of directors if so determined prior to January 1 of a calendar year. As of December 31, 2023, the maximum number of the Company’s Ordinary shares available for issuance under the ESPP shall not exceed in the aggregate 6,386,580 Ordinary shares. The ESPP share pool will be increased on the first day of each fiscal year during the term of the ESPP in an amount equal to the lesser of (i) 6,386,580 the Company’s ordinary shares, (ii) 2% of the total number of shares of the Ordinary shares outstanding (on a fully diluted basis) on the last day of the immediately preceding fiscal year, and (iii) such amount as determined by the Company’s board of directors if so determined prior to January 1 of a calendar year. As of December 31, 2023, the ESPP has not been activated and no Ordinary shares had been issued under the ESPP, therefore in the last two years the Company’s board of directors decided to disable the automatic enlargement feature included in the ESPP, as described above.
| b. | On November 21, 2023, the Company received the approval of the Israeli court for its motion to extend, to May 16, 2024, its former motion to allow the Company to utilize the net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees and possible future share repurchases (the “Program”) of up to $50,000. The Company’s board of directors have the authority to determine the amount to be utilized for the Program.
For the years ended December 31, 2023, 2022 and 2021, the Company utilized the net issuance mechanism in connection with equity-based compensation for certain Office Holders, which resulted in a tax withholding payment by the Company of $3,804, $5,751 and $6,152, respectively, which were recorded as a reduction of additional paid-in capital.
| c. | The following is a summary of share option activity and related information for the year ended December 31, 2023 (including employees, directors, officers and consultants of the Company):
|  | Outstanding Share Options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life (Years) |  |  | Aggregate Intrinsic Value |
Balance as of December 31, 2022 |  |  | 35,488,179 |  |  | $ | 3.08 |  |  |  | 6.72 |  |  | $ | 40,516 |
Exercised |  |  | (5,610,638 | ) |  |  | 1.30 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (586,256 | ) |  |  | 5.91 |  |  |  |  |  |  |  |  |
Balance as of December 31, 2023 |  |  | 29,291,285 |  |  | $ | 3.35 |  |  |  | 5.27 |  |  | $ | 57,118 |
Exercisable as of December 31, 2023 |  |  | 24,738,145 |  |  | $ | 2.78 |  |  |  | 4.89 |  |  | $ | 53,284 |
During the year ended December 31, 2023, the Company did not grant options (see Note 2). The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period. The weighted-average grant date fair value of options granted during the years ended December 31, 2022 and 2021, was $3.07 and $9.32, respectively. The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021, was $11,866, $26,473 and $49,224, respectively. As of December 31, 2023, unrecognized share-based compensation cost related to unvested share options was $13,614, which is expected to be recognized over a weighted-average period of 1.45 years.
| d. | The following is a summary of the RSU activity and related information for the year ended December 31, 2023:
|  | Outstanding Restricted shares Unit |  |  | Weighted Average Grant Date Fair Value |
Balance as of December 31, 2022 |  |  | 23,521,009 |  |  | $ | 6.60 |
Granted |  |  | 13,384,846 |  |  |  | 3.54 |
Vested (1) |  |  | (10,478,099 | ) |  |  | 5.78 |
Forfeited |  |  | (2,948,448 | ) |  |  | 5.72 |
Balance as of December 31, 2023 |  |  | 23,479,308 |  |  | $ | 5.13 |
____________________________________________ (1) A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the year ended December 31, 2023, a total of 1,164,891 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 1,164,873 Ordinary shares. The total release date fair value of RSUs was $36,221, for the year ended December 31, 2023. The weighted-average grant date fair value of RSUs granted during the years ended December 31 2023, 2022 and 2021, was $3.54, $5.47 and $9.53, respectively. As of December 31, 2023, unrecognized share-based compensation cost related to unvested RSUs was $98,807, which is expected to be recognized over a weighted-average period of 2.5 years. The total share-based compensation expense related to all of the Company’s share-based awards recognized for the years ended December 31, 2023, 2022 and 2021, were comprised as follows:
|  | Year ended December 31, |
|  | 2023 |  |  | 2022 |  |  | 2021 |
Cost of revenues |  | $ | 3,924 |  |  | $ | 3,092 |  |  | $ | 1,891 |
Research and development |  |  | 24,471 |  |  |  | 26,433 |  |  |  | 29,022 |
Sales and marketing |  |  | 16,397 |  |  |  | 22,615 |  |  |  | 44,834 |
General and administrative |  |  | 19,539 |  |  |  | 22,781 |  |  |  | 52,210 |
Total share-based compensation expense |  | $ | 64,331 |  |  | $ | 74,921 |  |  | $ | 127,957 |
Restricted shares In October 2020, the Company granted 10,314,654 Restricted Share Units and 5,157,327 options to acquire Ordinary shares of the Company at a zero-exercise price to certain executives. The restricted share units were subject to multiple vesting conditions: time-based vesting and an additional condition that a Triggering Event be consummated no later than December 31, 2021. The Triggering Event is defined as, among other things, the Company’s shares becoming publicly traded, or a sale of the Company, or a merger of the Company with another company. If the Triggering Event is not consummated by such date, the RSUs are forfeited. The Triggering Event occurred on June 30, 2021, as a result of the Company’s shares becoming publicly traded on that date. The time-based vesting condition for 6,598,489 RSUs was considered to have been satisfied as of the date of grant, and the remainder satisfies the time-based condition on a monthly basis over 24 months from the date of grant, conditioned on continued service to the Company. Of the options granted, 1,441,162 options were fully vested as of the grant date, 1,858,083 vested in a lump sum on December 31, 2021, and the remainder vest on a monthly basis over 24 months from the date of grant, conditioned on continued service to the Company. Share Buyback Program In May 2023, the Company’s board of directors authorized a share buyback program for the repurchase of up to $40,000 of the Company’s outstanding Ordinary shares, with no expiration date (the “Buyback Program”). In November 2023, the Company’s board of directors authorized up to an additional $40,000 of buybacks under the Buyback Program. As permitted by the Buyback Program, share repurchases may be made from time to time, in privately negotiated transactions or in the open market, including through trading plans, at the discretion of the Company’s management and as permitted by securities laws and other legal requirements. The Buyback Program does not obligate the Company to repurchase any specific number of shares and may be discontinued, modified or suspended at any time. The Buyback Program commenced in June 2023 and during the year ended December 31, 2023, the Company repurchased 15,240,471 Ordinary shares at an average price of $3.62 per share (excluding broker and transaction fees of $367). As of December 31, 2023, the Company had remaining authorization to repurchase up to an aggregate amount of $24,854, which has been mostly utilized subsequent to the balance sheet date. Subsequent to December 31, 2023, in February 2024, the Company’s board of directors authorized up to $100,000 for use under the Buyback Program, including any remaining authority from the November 2023 board of directors authorization, subject to obtaining any required Israeli court approvals.

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- Definition The entire disclosure for shareholders' equity and share incentive plans comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income. + References No definition available. + Details
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