SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

12 Months Ended

Dec. 31, 2025

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

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 1b).

Share Buyback Program

The Company’s board of directors authorized a share buyback program for the repurchase of the Company’s outstanding Shares, which commenced in June 2023 and does not have an expiration date (the “Buyback Program”). In May and November 2023, the Company’s board of directors authorized up to a total of $80,000 of buybacks under the Buyback Program. 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. In February 2025, the Company’s board of directors authorized up to an additional $200,000 for use under the Buyback Program. In July 2025, the Company’s board of directors authorized up to an additional $200,000 for use 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 the number of shares repurchased may depend upon market and economic conditions and other factors. The Buyback Program may be discontinued, modified or suspended at any time.

During the year ended December 31, 2025, the Company repurchased 76,910,227 Shares, consisting of 62,739,465 Ordinary shares and 14,170,762 Non-voting Ordinary shares (see Note 16) at an average price of $3.30 per share (excluding broker and transaction fees of $1,392). As of December 31, 2025, the Company had remaining authorization under the Buyback Program to repurchase Ordinary shares up to an aggregate amount of $191,419.

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 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.

As of December 31, 2025, 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, 2025, 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, 2025, the ESPP has not been activated and no Ordinary shares had been issued under the ESPP, therefore in the last three years the Company’s board of directors decided to disable the automatic enlargement feature included in the ESPP, as described above.

b.In addition to the Buyback Program detailed above, the Company utilizes a net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees (the “Net Issuances”). In March and August 2025, the Company satisfied the required conditions, as set forth in the Israeli Companies Law and the Companies Regulations, to conduct future repurchases of its Ordinary and Non-voting Ordinary shares under the Buyback Program and Net Issuances, each in an aggregate amount up to $200,000. The Company’s board of directors have the authority to determine the amount to be utilized for Net Issuances and Ordinary and Non-voting Ordinary share repurchases.

For the years ended December 31, 2025, 2024 and 2023, the Company utilized the net issuance mechanism in connection with equity-based compensation for certain executive officers, which resulted in a tax withholding payment by the Company of $5,965, $3,086 and $3,804, 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, 2025 (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, 2024	25,157,131	$	3.50	4.74	$	36,594

Exercised	(3,481,163)	$	2.55		$	3,648
Forfeited	(462,514)	$	6.69
Balance as of December 31, 2025	21,213,454	$	3.58	4.05	$	46,273
Exercisable as of December 31, 2025	20,851,642	$	3.54	4.03	$	45,854