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What changed in Taboola.com Ltd.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Taboola.com Ltd.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+222 added−218 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-26)

Top changes in Taboola.com Ltd.'s 2025 10-K

222 paragraphs added · 218 removed · 179 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

53 edited+14 added−13 removed175 unchanged
Biggest changeOur Performance Technology Our Research and development team has spent over a decade developing the proprietary Performance AI technology used in our core product, solving an incredibly complex problem — how to match personalized ad to millions of available articles and videos, in real-time, when you have approximately 600 million daily active users, exposed to multiple ad impressions a day, and need to optimize for diverse outcomes and support multiple pricing models. 7 Table of Contents Rather than rely on knowledge of what people are searching for or what they share on social media, our predictive algorithms employ unique Deep Learning technology to develop a powerful model of people’s interests and intent across digital properties outside of search and social platforms.
Biggest changeOur Performance Technology Our Research and development team has spent over a decade developing the proprietary Performance AI technology used in our core product, solving an incredibly complex problem — how to match personalized ad to millions of available articles and videos, in real-time, when you have over 600 million daily active users, exposed to multiple ad impressions a day, and need to optimize for diverse outcomes and support multiple pricing models.
Underpinned by advanced machine learning AI that we have trained on unique data over 15 years, Realize offers advertisers a powerful engine for growth beyond search and social. Massive, direct reach in brand safe environments: Realize reaches approximately 600 million daily active users on many of the world’s most well-known editorial and other properties.
Underpinned by advanced machine learning AI that we have trained on unique data over 15 years, Realize offers advertisers a powerful engine for growth beyond search and social. Massive, direct reach in brand safe environments: Realize reaches over 600 million daily active users on many of the world’s most well-known editorial and other properties.
These include The Trade Desk, Magnite, PubMatic, Xandr, Outbrain, Plista, TripleLift, RevContent, Teads and others. While these companies may be in competition with us, some are also partners of ours. When competing for Advertiser business, we compete for budgets based on price, reach, speed, brand safety and performance.
These include The Trade Desk, Magnite, PubMatic, Xandr, Plista, TripleLift, RevContent, Teads and others. While these companies may be in competition with us, some are also partners of ours. When competing for Advertiser business, we compete for budgets based on price, reach, speed, brand safety and performance.
This success extended to the U.S. where we earned a Great Place to Work award and were named a Best Workplace in Marketing & Advertising by Fortune, as well as one of the 100 best large companies to work for by Built In in our major offices across New York, Los Angeles, Chicago and Atlanta.
This success extended to the U.S. where we earned a Great Place to Work award and were named a Best Workplace in Marketing & Advertising by Fortune, as well as one of the 100 best large companies to work for by Built In in our major offices across New York, Boston, Los Angeles, Chicago and Atlanta.
Historically, we have not collected data that would enable the direct identification of Internet users. As of December 31, 2024, we used only pseudonymous data about Internet users on our platform to manage and execute digital advertising campaigns. We either collect this data directly from users’ devices or it is passed to us by third parties.
Historically, we have not collected data that would enable the direct identification of Internet users. As of December 31, 2025, we used only pseudonymous data about Internet users on our platform to manage and execute digital advertising campaigns. We either collect this data directly from users’ devices or it is passed to us by third parties.
Our scale is meaningful - we reach approximately 600 million people a day, gaining real-time insight into what people read and buy. This gives us unique “pulse of the internet” data - which alongside our artificial intelligence (AI) - is our competitive advantage and helps our advertiser clients achieve exceptional returns on their advertising spend.
Our scale is meaningful - we reach over 600 million people a day, gaining real-time insight into what people read and buy. This gives us unique “pulse of the internet” data - which alongside our artificial intelligence (AI) - is our competitive advantage and helps our advertiser clients achieve exceptional returns on their advertising spend.
For example, digital properties can set “acceptance profiles” to determine which types of Advertisers we will recommend, and Advertisers can target or block selected digital properties. To consistently regulate the quality of our network, we also maintain a public content policy and employ a content review team that reviewed over ten million items in the fourth quarter of 2024.
For example, digital properties can set “acceptance profiles” to determine which types of Advertisers we will recommend, and Advertisers can target or block selected digital properties. To consistently regulate the quality of our network, we also maintain a public content policy and employ a content review team that reviewed over ten million items in the fourth quarter of 2025.
Our opportunity is to offer a highly specialized performance advertising platform to the market that delivers performance outcomes, regardless of format, placement or supply type. On February 26, 2025, we announced the launch of Realize, our new performance advertising platform built to drive results at scale on digital publisher properties outside of search and social media platforms.
Our opportunity is to offer a highly specialized performance advertising platform to the market that delivers performance outcomes, regardless of format, placement or supply type. In February 2025, we announced the launch of Realize, our new performance advertising platform built to drive results at scale on digital publisher properties outside of search and social media platforms.
We believe in developing and promoting top talent from within: in 2024, approximately 15% of our employees were offered an opportunity for career advancement within the company. Performance and Alignment We seek to implement a “pay for performance” culture that we believe drives superior results. We invest in our workforce by offering competitive salaries, incentives, and benefits.
We believe in developing and promoting top talent from within: in 2025, approximately 15% of our employees were offered an opportunity for career advancement within the company. Performance and Alignment We seek to implement a “pay for performance” culture that we believe drives superior results. We invest in our workforce by offering competitive salaries, incentives, and benefits.
The task force works with our senior management team to address global wellness and diversity topics and develop relevant initiatives to ensure we continue to build a culture where every employee feels valued, seen, and heard. We continue to have a mechanism for employees to anonymously voice concerns. Throughout 2024, we continued to see the results of our initiatives.
The task force works with our senior management team to address global wellness and diversity topics and develop relevant initiatives to ensure we continue to build a culture where every employee feels valued, seen, and heard. We continue to have a mechanism for employees to anonymously voice concerns. Throughout 2025, we continued to see the results of our initiatives.
Historically, we have not patented our proprietary technology in order to keep our technology architecture, trade secrets, and engineering roadmap private; however, as of December 31, 2024, we own approximately twenty issued patents. We also own registrations for certain domain names, trademarks and service marks in the United States and in certain locations outside the United States.
Historically, we have not patented our proprietary technology in order to keep our technology architecture, trade secrets, and engineering roadmap private; however, as of December 31, 2025, we own approximately twenty issued patents. We also own registrations for certain domain names, trademarks and service marks in the United States and in certain locations outside the United States.
Singolda’s experience as the founder and Chief Executive Officer of Taboola makes him exceptionally well qualified to serve on our board of directors. Eldad Maniv (56) has been the President and Chief Operating Officer of Taboola since 2012. Mr. Maniv leads Taboola’s worldwide operations including Taboola’s sales, professional services, and human resources organizations. Mr.
Singolda’s experience as the founder and Chief Executive Officer of Taboola makes him exceptionally well qualified to serve on our board of directors. Eldad Maniv (57) has been the President and Chief Operating Officer of Taboola since 2012. Mr. Maniv leads Taboola’s worldwide operations including Taboola’s sales, professional services, and human resources organizations. Mr.
The digital advertising industry has collaborated to create a user-facing framework, which we use as of December 31, 2024, for establishing and managing legal bases under the GDPR and other EEA privacy laws including the EU Directive 2002/58/EC (as amended by Directive 2009/136/EC).
The digital advertising industry has collaborated to create a user-facing framework, which we use as of December 31, 2025, for establishing and managing legal bases under the GDPR and other EEA privacy laws including the EU Directive 2002/58/EC (as amended by Directive 2009/136/EC).
We operate outside of the major search and social media walled gardens such as Meta, Google, and Amazon. Thousands of Advertisers trust us to drive growth, while approximately 11,000 digital property partners, including NBCNews, Disney, Yahoo, and Apple, rely on us for monetization and audience growth.
We operate outside of the major search and social media walled gardens such as Meta, Google, and Amazon. Thousands of Advertisers trust us to drive growth, while approximately 14,000 digital property partners, including NBCNews, Disney, Yahoo, and Apple, rely on us for monetization and audience growth.
Walker held positions in Idealab’s New Ventures Group and led several of Idealab’s portfolio companies. Mr. Walker has a B.S. degree in Computer Science and Finance from Boston College and an M.B.A degree from Harvard Business School. Kristy Sundjaja (47) has been Chief People Officer since February 2022.
Walker held positions in Idealab’s New Ventures Group and led several of Idealab’s portfolio companies. Mr. Walker has a B.S. degree in Computer Science and Finance from Boston College and an M.B.A degree from Harvard Business School. Kristy Sundjaja (48) has been Chief People Officer since February 2022.
This allows us to build strong relationships, help Advertisers succeed on our platform, and evolve our technology based on direct feedback. • High Reach and Scale . We have nearly 600 million daily active users across the globe, enabling Advertisers to run campaigns at scale. • Network Effect.
This allows us to build strong relationships, help Advertisers succeed on our platform, and evolve our technology based on direct feedback. • High Reach and Scale . We have over 600 million daily active users across the globe, enabling Advertisers to run campaigns at scale. • Network Effect.
Within the organization, in 2024 we had nine Employee Resource Groups with each having an annual budget to sponsor programming and events. We also have a mentorship program connecting Black, Indigenous and People of Color (BIPOC) talent to senior leaders.
Within the organization, in 2025 we had nine Employee Resource Groups with each having an annual budget to sponsor programming and events. We also have a mentorship program connecting Black, Indigenous and People of Color (BIPOC) talent to senior leaders.
We are committed to building a long-term plan that will help foster a community that is diverse and inclusive, both internally and externally, consistent with applicable laws and regulations. 17 Table of Contents Available Information The mailing address of Taboola’s principal executive office is 16 Madison Square West, 7th fl., New York, NY, 10010 and its telephone number is (212) 206-7663.
We are committed to building a long-term plan that will help foster a community that is diverse and inclusive, both internally and externally, consistent with applicable laws and regulations. Available Information The mailing address of Taboola’s principal executive office is 16 Madison Square West, 7th fl., New York, NY, 10010 and its telephone number is (212) 206-7663.
As of December 31, 2024 our average contract term length with our digital properties was over two years as measured by contract duration at inception; some of our largest partners have even longer-term agreements. Yahoo and Microsoft are our largest partners.
As of December 31, 2025 our average contract term length with our digital properties was over two years as measured by contract duration at inception; some of our largest partners have even longer-term agreements. Yahoo and Microsoft are our largest partners.
We syndicate those enriched offers to publishers, thereby enabling them to create consumer shopping or editorial experiences by embedding those product listings as native content within their websites, apps or social media feeds. 8 Table of Contents Publishers can access and engage with the content in a variety of ways.
We syndicate those enriched offers to publishers, thereby enabling them to create consumer shopping or editorial experiences by embedding those product listings as native content within their websites, apps or social media feeds. Publishers can access and engage with the content in a variety of ways.
We work daily with our extensive network of global digital properties to improve our platform and create more value for the entire Taboola network. 10 Table of Contents • Exclusive, Multi-Year Partnerships with Premium Digital Properties . We have established long-standing, and in many cases exclusive relationships with digital properties on the Open Web.
We work daily with our extensive network of global digital properties to improve our platform and create more value for the entire Taboola network. • Exclusive, Multi-Year Partnerships with Premium Digital Properties . We have established long-standing, and in many cases exclusive relationships with digital properties on the Open Web.
We were also named a Best Place to Work by UK's Campaign and a top high-tech company in Israel by Dun & Bradstreet. Our strong external reputation led to a quarterly average of over 25,000 candidates applying to work at Taboola in 2024. For new hires, we developed an onboarding program tailored towards their roles and responsibilities.
We were also named a Best Place to Work by UK's Campaign and a top high-tech company in Israel by Dun & Bradstreet. Our strong external reputation led to a quarterly average of over 70,000 candidates applying to work at Taboola in 2025. For new hires, we developed an onboarding program tailored towards their roles and responsibilities.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov. Executive Officers (as of December 31, 2024) Adam Singolda (43) has been the Chief Executive Officer, as well as a director, of Taboola since it began operations in 2007.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers, such as we, that file electronically, with the SEC at www.sec.gov. Executive Officers (as of December 31, 2025) Adam Singolda (44) has been the Chief Executive Officer, as well as a director, of Taboola since it began operations in 2007.
Once a digital property joins our network, our account management team works with the digital property’s stakeholders to understand their goals, help them reach those goals, and identify new opportunities for mutual growth on an ongoing basis. 12 Table of Contents Selling to Advertisers We sell to Advertisers through our global sales team and a “self-service” website.
Once a digital property joins our network, our account management team works with the digital property’s stakeholders to understand their goals, help them reach those goals, and identify new opportunities for mutual growth on an ongoing basis. Selling to Advertisers We sell to Advertisers through our global sales team and a “self-service” website.
The ePrivacy Regulation may impose burdensome requirements around obtaining consent and impose fines for violations that are materially higher than those imposed under the EU’s current ePrivacy Directive and related EU member state legislation. 15 Table of Contents Privacy Regulation in the Asia-Pacific Region Our business activities are also subject to legislation and regulation in the Asia-Pacific region.
The ePrivacy Regulation may impose burdensome requirements around obtaining consent and impose fines for violations that are materially higher than those imposed under the EU’s current ePrivacy Directive and related EU member state legislation. Privacy Regulation in the Asia-Pacific Region Our business activities are also subject to legislation and regulation in the Asia-Pacific region.
Other than Yahoo and Microsoft, no other digital property partner accounted for 5% or more of our Revenues generated from Advertisers on digital properties in 2024. Advertisers We had approximately 2,100 Scaled Advertisers working with us directly, or through advertising agencies, worldwide during the fourth quarter of 2024.
Other than Yahoo and Microsoft, no other digital property partner accounted for 5% or more of our Revenues generated from Advertisers on digital properties in 2025. Advertisers We had approximately 2,200 Scaled Advertisers working with us directly, or through advertising agencies, worldwide during the fourth quarter of 2025.
Some of the verticals we have seen strong adoption in are health & fitness, finance, hobbies & interests, technology computing, home & garden, shopping and automotive. Our ten largest Advertisers accounted for less than 11% of total Revenues on our network in 2024, with none larger than 3%.
Some of the verticals we have seen strong adoption in are health & fitness, finance, hobbies & interests, technology computing, home & garden, shopping and automotive. Our ten largest Advertisers accounted for less than 10% of total Revenues on our network in 2025, with none larger than 3%.
The ability to display a variety of media formats in novel combinations is key to preventing “banner blindness” that plagues traditional display formats and making our recommendation engine even better. 11 Table of Contents • E-Commerce.
The ability to display a variety of media formats in novel combinations is key to preventing “banner blindness” that plagues traditional display formats and making our recommendation engine even better. • E-Commerce.
This means that advertising intermediaries who do not have access to commercially valuable data at scale, or are not using AI to power their platforms may be at a disadvantage. 5 Table of Contents Shift from Offline Shopping to Online Shopping and e-Commerce.
This means that advertising intermediaries who do not have access to commercially valuable data at scale, or are not using AI to power their platforms may be at a disadvantage. Shift from Offline Shopping to Online Shopping and e-Commerce.
We conduct annual and topic-specific employee feedback surveys which consistently receive 80% or higher response rate. Survey results are shared publicly with our managers and employees. We continue to adjust our investment in human capital based on the feedback from our employees.
We conduct annual and topic-specific employee feedback surveys which consistently close to 90% or higher response rate. Survey results are shared publicly with our managers and employees. We continue to adjust our investment in human capital based on the feedback from our employees.
We further invested in strategic partnerships with employment platforms that provide us multi-pronged access to highly skilled underrepresented talent, who may not currently be on our platform, such as Built-In, Ivy Research Council, and Jopwell. As a result, in 2024, we saw that 45% of our new hires were women and 24% of those women were hired into technical positions.
We further invested in strategic partnerships with employment platforms that provide us multi-pronged access to highly skilled underrepresented talent, who may not currently be on our platform, such as Built-In, Ivy Research Council, and Jopwell. As a result, in 2025, we saw that 53% of our new hires were women and 26% of those women were hired into technical positions.
Digital Properties Taboola had approximately 11,000 digital property partners in the fourth quarter of 2024, including many premium properties such as Yahoo, Microsoft, NBCUniversal, CBSi, Business Insider, The Independent and El Mundo.
Digital Properties Taboola had approximately 14,000 digital property partners in the fourth quarter of 2025, including many premium properties such as Yahoo, Microsoft, NBCUniversal, CBSi, Business Insider, The Independent and El Mundo.
We believe this is our Total Addressable Market (TAM). This market opportunity exists for three reasons. 1. The AdTech landscape is crowded and complex. Advertisers want scale and results without the inefficiency and inconvenience of navigating a fragmented ecosystem. 2. Many DSPs are prioritizing branding over performance.
This market opportunity exists for three reasons. 1. The AdTech landscape is crowded and complex. Advertisers want scale and results without the inefficiency and inconvenience of navigating a fragmented ecosystem. 2. Many DSPs are prioritizing branding over performance.
We have never experienced a general strike or similar work stoppage. Transparency The ability to be transparent and share and discuss our business challenges and opportunities openly and broadly with all our employees is important to our success. We promote an open dialogue with our employees through all-hands meetings, usually twice a month, which include Q&A sessions with senior leadership.
Transparency The ability to be transparent and share and discuss our business challenges and opportunities openly and broadly with all our employees is important to our success. We promote an open dialogue with our employees through all-hands meetings, usually twice a month, which include Q&A sessions with senior leadership.
See Management Discussion & Analysis - Subsequent Developments for further information about Realize. Based on our internal and external industry data, we estimate there is a $55 billion opportunity for our Realize platform to improve the value advertisers get from performance advertising on generic Demand Side Platforms (DSPs), the highly fragmented advertising technology market, and some social media campaigns.
Based on our internal and external industry data, we estimate there is a $55 billion opportunity for our Realize platform to improve the value advertisers get from performance advertising on generic Demand Side Platforms (DSPs), the highly fragmented advertising technology market, and some social media campaigns. We believe this is our Total Addressable Market (TAM).
Golan holds a B.S. degree from the Talpiot program at the Hebrew University in Jerusalem and served eight years in an intelligence unit of the Israel Defense Forces. 18 Table of Contents Stephen Walker (55) has been Chief Financial Officer of Taboola since June 2020.
Maniv holds a B.S. degree from the Talpiot program at the Hebrew University in Jerusalem, and served five years as a systems engineering officer in an intelligence unit of the Israel Defense Forces. Stephen Walker (56) has been Chief Financial Officer of Taboola since June 2020.
In parallel, major Internet browsers, such as Safari and Firefox are already blocking third party cookies and Google has announced plans to provide users with more control over their privacy settings in Google Chrome during the second half of 2024.
In parallel, major Internet browsers, such as Safari and Firefox are already blocking third party cookies and Google has announced plans to provide users with more control over their privacy settings in Google Chrome, with changes to the use of third-party cookies subject to regulatory review and phased implementation over time.
Further, the FTC has issued substantial fines to HIPAA covered entities for sharing protected health information with third parties like Taboola for advertising purposes and has released guidance around what kind of online tracking activity constitutes sharing protected health information.
The FTC has issued substantial fines to HIPAA covered entities for sharing protected health information with third parties like Taboola for advertising purposes and has released guidance around what kind of online tracking activity constitutes sharing protected health information. This new guidance on the scope of HIPAA applicability reduces the data we can collect on users.
Government regulators, consumers, and technology companies recently turned their attention toward the use of personal data and related privacy practices.
Government regulators, consumers, and technology companies are focusing their attention on the use of personal data and related privacy practices.
As of December 31, 2024 we utilized approximately 13,000 servers; four back-end data centers processing over 100TB of data per day to train our AI engine; and nine front-end global data centers that, together, have served up to one trillion recommendations monthly. We use around 600,000 CPU cores, 2.8PB of memory and around 71,000PB of storage overall.
As of December 31, 2025 we utilized approximately 14,000 servers; four back-end data centers processing over 170TB of data per day to train our AI engine; and seven front-end global data centers that, together, have served up to 1.2 trillion recommendations monthly. We use around 650,000 CPU cores, 3.1PB of memory and around 99,000PB of storage overall.
Taboola also adheres to the Interactive Advertising Bureau’s Self-Regulatory Principles for Online Behavioral Advertising, and the IAB Europe OBA Framework. In addition, Taboola is a proud member in good standing of the Network Advertising Initiative, an association dedicated to responsible data collection use in digital advertising, and we adhere to the NAI Code of Conduct for Web and Mobile.
In addition, Taboola is a proud member in good standing of the Network Advertising Initiative, an association dedicated to responsible data collection use in digital advertising, and we adhere to the NAI Code of Conduct for Web and Mobile.
Employees On December 31, 2024, we had approximately 2,000 employees, the majority of which have been employed by Taboola for over two years (including service periods of persons employed by Connexity prior to Taboola’s acquisition of Connexity).
Employees On December 31, 2025, we had approximately 2,000 employees, the majority of which have been employed by Taboola for over three years (including service periods of persons employed by Connexity prior to Taboola’s acquisition of Connexity). We have approximately 400 employees working in research and development, with an average tenure of six years.
Google's Privacy Sandbox is an initiative aimed at replacing third-party cookies with privacy-preserving alternatives for ad targeting and measurement in Chrome when users do not consent to the use of third party cookies, relying on on-device processing and aggregated data.
Google's Privacy Sandbox is an initiative aimed at replacing third-party cookies with privacy-preserving alternatives for ad targeting and measurement in Chrome, including approaches that rely on on-device processing and aggregated data.
At the U.S. state level, the Utah Artificial Intelligence Policy Act entered into force in May 2024 and the Colorado Artificial Intelligence Act is set to enter into force in February 2026.
At the U.S. state level, the Utah Artificial Intelligence Policy Act entered into force in May 2024 while the effective date for the Colorado Artificial Intelligence Act was moved from February to June 2026.
We already have procedures and policies addressing these new regulations in Washington, however other states, including New York are introducing their own specific laws regulating health data. We are continuously monitoring these legislative changes and will implement any appropriate requirements. In 2022, the Interactive Advertising Bureau of Canada introduced a Transparency & Consent Framework for which we are a participant.
We have experienced an increased number of questions from clients about laws regulating health data. We already have procedures and policies addressing these new regulations in Washington, however other states, including New York are introducing their own specific laws regulating health data. We are continuously monitoring these legislative changes and will implement any appropriate requirements.
In California, the California AI Transparency Act enters into force on January 1, 2026 and California has proposed additional automated decision-making regulations that could potentially restrict or limit the use of AI technologies. In the European Union, the EU Artificial Intelligence Act (“AI Act”) entered into force in August 2024 and will gradually take effect over the next three years.
In California, the California AI Transparency Act entered into force on January 1, 2026 along with the new automated decision-making regulations that restrict or limit the use of AI technologies in certain decisioning contexts. In the European Union, the EU Artificial Intelligence Act (“AI Act”) entered into force in August 2024 and is gradually taking effect through 2027.
We provide consumers with notice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising and allow them to opt-out from the use of data we collect for the delivery of targeted advertising. 13 Table of Contents We are members of, or participants, in industry self-regulatory organizations, including the Digital Advertising Alliance, the Digital Advertising Alliance Canada, and the European Interactive Digital Advertising Alliance.
We provide consumers with notice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising and allow them to opt-out from the use of data we collect for the delivery of targeted advertising.
Similar to the U.S., certain provinces in Canada are taking different approaches to the level of consent required from users and we are continuously working on implementing processes to comply with these changing consent requirements. Privacy Regulation in Europe Our business activities are also subject to foreign legislation and regulation.
In 2022, the Interactive Advertising Bureau of Canada introduced a Transparency & Consent Framework for which we are a participant. Similar to the U.S., certain provinces in Canada are taking different approaches to the level of consent required from users and we are continuously working on implementing processes to comply with these changing consent requirements.
Infrastructure To successfully deliver optimized recommendations to nearly 600 million daily active users, and 500,000 recommendation related requests every second, we developed powerful software and hardware infrastructures from the ground up.
We also take into consideration the optimization of recommendations to support our publishers’ goals, including subscriptions, pages per session, session duration, subscriptions to newsletters and more. Infrastructure To successfully deliver optimized recommendations to over 600 million daily active users, and 500,000 recommendation related requests every second, we developed powerful software and hardware infrastructures from the ground up.
We have approximately 500 employees working in research and development, with an average tenure of four years. 16 Table of Contents As of December 31, 2024, our employees are not covered by a collective bargaining agreement, except as required by law under arrangements in France, Spain, and Brazil, covering a total of approximately 90 employees.
As of December 31, 2025, our employees are not covered by a collective bargaining agreement, except as required by law under arrangements in France, Spain, and Brazil, covering a total of approximately 90 employees. We have never experienced a general strike or similar work stoppage.
For example, Washington state has passed the first comprehensive state health data law, the Washington My Health My Data Act, or MHMD, which, starting in March 2024, will require Taboola to obtain opt-in consent for processing health data in Washington or of Washington consumers.
Moreover, there has been a rise in enforcement action and regulation for data privacy in various sectors. For example, Washington state has passed the first comprehensive state health data law, the Washington My Health My Data Act, or MHMD, and now requires Taboola to obtain opt-in consent for processing health data in Washington or of Washington consumers.
This platform leverages our extensive first-party data, advanced AI capabilities (including Max Conversions and Abby), and established publisher partnerships to provide advertisers with a unified solution for performance-driven campaigns. 6 Table of Contents Our Platform for Advertisers Realize, Taboola’s powerful ad platform, is used by performance advertisers to find and convert users at scale.
To capitalize on this opportunity, we launched Realize-, our new performance advertising platform designed to deliver measurable results across various ad formats and placements. This platform leverages our extensive first-party data, advanced AI capabilities (including Max Conversions and Abby), and established publisher partnerships to provide advertisers with a unified solution for performance-driven campaigns.
Moreover, the UK government has publicly announced plans to reform the UK GDPR in ways that, if formalized, are likely to deviate from the GDPR, all of which creates a risk of divergent parallel regimes and related uncertainty, along with the potential for increased compliance costs and risks for affected businesses.
While these reforms overall aim to reduce the compliance burden for particular data uses, they maintain strict protections for sensitive data and create new duties for the Information Commissioner’s Office to consider children’s vulnerability in data processing, all of which creates a risk of divergent parallel regimes and related uncertainty, along with the potential for increased compliance costs and risks for affected businesses.
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To capitalize on this opportunity, we launched Realize-, our new performance advertising platform designed to deliver measurable results across various ad formats and placements.
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Our Platform for Advertisers Realize, Taboola’s powerful ad platform, is used by performance advertisers to find and convert users at scale.
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We also take into consideration the optimization of recommendations to support our publishers’ goals, including subscriptions, pages per session, session duration, subscriptions to newsletters and more.
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Rather than rely on knowledge of what people are searching for or what they share on social media, our predictive algorithms employ unique Deep Learning technology to develop a powerful model of people’s interests and intent across digital properties outside of search and social platforms.
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Yahoo Partnership In November 2022, we announced we had entered into a 30-year exclusive commercial agreement with Yahoo, under which we power native advertising across all of Yahoo’s digital properties, expanding our native advertising offering.
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We are members of, or participants, in industry self-regulatory organizations, including the Digital Advertising Alliance, the Digital Advertising Alliance Canada, and the European Interactive Digital Advertising Alliance. Taboola also adheres to the Interactive Advertising Bureau’s Self-Regulatory Principles for Online Behavioral Advertising, and the IAB Europe OBA Framework.
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This agreement also granted us access to standard display placements across Yahoo properties, as well as enabling us to partner closely with Yahoo to serve advertisers utilizing combined data and scale of supply.
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Furthermore, the California Delete Act requires certain businesses to register annually as data brokers and, in 2026, to begin processing deletion requests through a centralized state-managed mechanism. This creates recurring obligations to delete and suppress personal information and may increase the volume of consumer requests and associated compliance costs.
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In January 2023 we closed on the various related agreements, including the issuance of 39,525,691 Ordinary shares and 45,198,702 Non-Voting Ordinary shares to Yahoo. 9 Table of Contents Cost Restructuring Program In September 2022, in response to macroeconomic conditions, the Company announced and implemented a cost restructuring program impacting approximately 6% of the Company’s global headcount.
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Additionally, as of Q1 2026, several states have implemented new frameworks aimed at increasing digital service provider accountability for minor users. These emerging laws—which include 'App Store Accountability Acts' and similar statutes in Texas, Utah, and Louisiana—generally seek to require covered businesses to implement age-assurance and parental consent mechanisms.
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Restructuring expenses were approximately $3.4 million for the year ended December 31, 2022 primarily consisting of one-time incremental employee termination benefits and other costs related to the Company’s business prioritization. See Note 14 of Notes to the Consolidated Financial Statements in this Annual Report for additional details regarding the cost restructuring program.
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While some of these statutes are currently subject to preliminary injunctions or other constitutional challenges that may delay or prohibit their enforcement, they signify a growing regulatory trend toward mandated age-verification and stricter controls on advertising to younger audiences.
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Moreover, there has been a rise in enforcement action and regulation for data privacy in various sectors.
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If widely enforced, these requirements could increase our compliance costs and limit our ability to serve personalized ads to users in certain jurisdictions. This heightened focus on sensitive data extends to federal enforcement as well.
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This new guidance on the scope of HIPAA applicability reduces the data we can collect on users. 14 Table of Contents We have experienced an increased number of questions from clients about laws regulating health data.
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Privacy Regulation in Europe Our business activities are also subject to foreign legislation and regulation.
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New Zealand’s updated Privacy Act and South Korea’s amendments to its Personal Information Protection Act, which went into effect in 2020, and China’s Personal Information Protection Law (PIPL), which went into effect in 2021, largely align with requirements of the GDPR. Thailand and Japan’s new similar updates and regulations also became effective in 2021 and 2022, respectively.
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Moreover, in June 2025 the UK government enacted the Data (Use and Access) Act 2025, which modifies the UK GDPR streamlining certain rules.
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Penalties for violating the DPDP Act can be up to INR 250 crores (approximately $30 million). Taboola will be subject to the DPDP Act upon its effective date, which has not yet been set. Other jurisdictions, such as Singapore, Malaysia and Hong Kong, are reviewing their existing privacy regimes, with an eye toward similar privacy and data protection developments.
Added
Recent legislative updates have further increased compliance obligations. For example , New Zealand’s Privacy Amendment Act 2025, effective May 1, 2026, introduces new transparency requirements for the indirect collection of personal information from third-party sources. I n South Korea, the Personal Information Protection Act (PIPA) was overhauled in 2023 and 2024.
Removed
Maniv holds a B.S. degree from the Talpiot program at the Hebrew University in Jerusalem, and served five years as a systems engineering officer in an intelligence unit of the Israel Defense Forces. Lior Golan (54) has been Chief Technology Officer of Taboola since 2009 and is responsible for Taboola’s product and technical strategy worldwide. Prior to joining Taboola, Mr.
Added
Furthermore, China’s Personal Information Protection Law (PIPL) continues to evolve with a new mandatory certification pathway for cross-border data transfers taking effect on January 1, 2026. These updates, alongside established regulations in Japan and Thailand, increasingly align with the GDPR’s extraterritorial scope and strict consent standards.
Removed
Golan was co-founder, Chief Technology Officer, and Vice President of Research & Development of Cyota, a leader in consumer Internet security. After Cyota was acquired by RSA Security in 2005, Mr.
Added
Following the formalization of the DPDP Rules in November 2025, the Act is entering a phased implementation period, with compliance obligations—including new standards for consent management and breach notification—becoming mandatory in early 2027. Penalties for violating the DPDP Act can be up to INR 250 crores (approximately $30 million).
Removed
Golan spent two years as Chief Technology Officer and Vice President of Strategy of the RSA Security Consumer Division and was responsible for leading the product and business direction of its consumer business. Mr.
Added
Other jurisdictions, such as Singapore, Malaysia and Hong Kong have recently finalized updates to their privacy and cybersecurity framework s. In Malaysia, the 2024 amendments to the Personal Data Protection Act are now fully in effect, while Hong Kong enacted its first comprehensive cybersecurity law on January 1, 2026.
Added
These developments signify a shift from legislative review to active enforcement, which may increase our compliance obligations and operational complexity across the region.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFurther, for the past several years, the OECD has had a specific focus on the taxation implications of digital services including online advertising, search engine and e-commerce businesses, generally referred by the OECD as the “digital economy.” In the fourth quarter of 2019, the OECD released details on its proposed approach which would, among other changes, create a new right to tax certain “digital economy” income not necessarily based on traditional nexus concepts nor on the “arm’s length principle.” As there has been a lack of consensus among the key members, particularly the United States, several jurisdictions legislated digital tax provisions in an uncoordinated and unilateral manner that could result in greater or even double taxation that companies may not have sufficient means to remedy.
Biggest changeFurther, for the past several years, the OECD has had a specific focus on the taxation implications of digital services including online advertising, search engine and e-commerce businesses, generally referred by the OECD as the “digital economy.” The taxation by multiple jurisdictions (e.g.
Although we believe we are well positioned to adapt and continue to provide key data insights to our media partners without cookies, this transition could be more disruptive, slower, or more expensive than we currently anticipate, and could materially affect the accuracy of our recommendations and ads and thus our ability to serve our Advertisers, including through our data marketplace product, adversely affecting our business, results of operations, and financial condition.
Although we believe we are well positioned to adapt and continue to provide key data insights to our media partners without cookies, this transition could be more disruptive, slower, or more expensive than we currently anticipate, and could materially affect the accuracy of our recommendations and ads and thus our ability to serve our Advertisers, including through our data marketplace product, adversely affecting our business, results of operations, and financial condition.
In addition, pursuant to Section 404(b), we are required to include in the annual reports that we file with the SEC an attestation report on our internal control over financial reporting issued by our independent registered public accounting firm.
In addition, pursuant to Section 404(b), we are required to include in the annual reports that we file with the SEC an attestation report on our internal control over financial reporting issued by our independent registered public accounting firm.
If any of the foregoing risks were to materialize, it may have an adverse effect on our business, our results of operations and our ability to raise additional funds. Investors’ rights and responsibilities as our shareholders will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of non-Israeli companies.
If any of the foregoing risks were to materialize, it may have an adverse effect on our business, results of operations and our ability to raise additional funds. Investors’ rights and responsibilities as our shareholders will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of non-Israeli companies.
General Risks Fluctuations in the exchange rates of foreign currencies could result in currency transaction losses that negatively impact our financial results. We currently have sales denominated in currencies other than the US dollar. In addition, we incur a portion of our operating expenses in Brazilian Reals, British pounds, Euro, Israeli shekels, Japanese Yen and Thai baht, among others.
General Risks Fluctuations in the exchange rates of foreign currencies could result in currency transaction losses that negatively impact our financial results. We currently have sales denominated in currencies other than the US dollar. In addition, we incur a portion of our operating expenses in Israeli shekels, British pounds, Euro, Japanese Yen, Brazilian Reals and Thai baht, among others.
User growth and engagement depends upon effective interoperation with devices, platforms and standards set by third parties across the entire ad tech ecosystem that we do not control. Technology companies in the Internet browsers and operating systems spaces have announced intentions to discontinue the use of cookies, and to develop alternative methods and mechanisms for tracking users.
User growth and engagement depends upon effective interoperation with devices, platforms and standards set by third parties across the entire ad tech ecosystem that we do not control. Technology companies in the Internet browsers and operating systems spaces have announced intentions to limit or discontinue the use of cookies, and to develop alternative methods and mechanisms for tracking users.
In each of the years ended December 31, 2023 through 2024, our guarantee costs, which we calculate as total payments due under guarantee arrangements in excess of amounts we otherwise would have been required to pay under revenue sharing arrangements, as a percentage of our total payments to digital properties, or TAC, was approximately 19% or less.
In each of the years ended December 31, 2024 through 2025, our guarantee costs, which we calculate as total payments due under guarantee arrangements in excess of amounts we otherwise would have been required to pay under revenue sharing arrangements, as a percentage of our total payments to digital properties, or TAC, was approximately 19% or less.
There can be no assurance that our Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless. Risks Relating to Our Incorporation and Location in Israel Conditions in Israel, including the war in Israel, could have a material adverse effect on our business and operations.
There can be no assurance that our Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, the Warrants may expire worthless. Risks Relating to Our Incorporation and Location in Israel Conditions in Israel could have a material adverse effect on our business and operations.
However, PFIC status is determined annually and depends on the composition of a company’s income and assets and the fair market value of its assets and no assurance can be given that we were not a PFIC in 2024, or as to whether we will be a PFIC in 2025 or for any future taxable years.
However, PFIC status is determined annually and depends on the composition of a company’s income and assets and the fair market value of its assets and no assurance can be given that we were not a PFIC in 2025, or as to whether we will be a PFIC in 2026 or for any future taxable years.
Although we do not believe that we were a “passive foreign investment company,” or a PFIC, for U.S. federal income tax purposes for 2024, if we are a PFIC in 2025 or in any future year, a U.S. investor in our Ordinary shares or Warrants may be subject to adverse U.S. federal income tax consequences.
Although we do not believe that we were a “passive foreign investment company,” or a PFIC, for U.S. federal income tax purposes for 2025, if we are a PFIC in 2026 or in any future year, a U.S. investor in our Ordinary shares or Warrants may be subject to adverse U.S. federal income tax consequences.
As of December 31, 2024 we have offices in Israel, the United States, the United Kingdom, Brazil, Turkey, Thailand, India, Japan, China, South Korea, Taiwan, Australia, Mexico, Germany, Spain, Poland, France, Sweden, Netherlands, Hong Kong, Italy, and Hungary.
As of December 31, 2025 we have offices in Israel, the United States, the United Kingdom, Brazil, Turkey, Thailand, India, Japan, China, South Korea, Taiwan, Australia, Mexico, Germany, Spain, Poland, France, Sweden, Netherlands, Hong Kong, Italy, and Hungary.
For more information on the privacy and data protection laws and regulations to which we are subject, see the sections titled “Part I, Item 1—Business—“Privacy Regulation in the U.S.”, “Part I, Item 1—Business—“Privacy Regulation in Europe” and “Part I, Item 1—Business—“Privacy Regulation in the Asia-Pacific Region.” Potential “Do Not Track” standards or government regulation could negatively impact our business by limiting our access to the user data that informs the advertising campaigns we run, and as a result could degrade our performance for our digital properties and Advertisers.
For more information on the privacy and data protection laws and regulations to which we are subject, see the sections titled “Part I, Item 1—Business—“Privacy Regulation in the U.S.”, “Part I, Item 1—Business—“Privacy Regulation in Europe” and “Part I, Item 1—Business—“Privacy Regulation in the Asia-Pacific Region.” Potential “Do Not Track” or similar browser-based preference standards or government regulation could negatively impact our business by limiting our access to the user data that informs the advertising campaigns we run, and as a result could degrade our performance for our digital properties and Advertisers.
The Company believes that it was not a PFIC for U.S. federal income tax purposes for its 2024 taxable year and it does not expect to become one in the foreseeable future.
The Company believes that it was not a PFIC for U.S. federal income tax purposes for its 2025 taxable year and it does not expect to become one in the foreseeable future.
Inflation, which persisted throughout 2024, has adversely affected us by increasing the costs of equipment and labor needed to operate our business and could continue to adversely affect us in future periods.
Inflation, which persisted throughout 2025, has adversely affected us by increasing the costs of equipment and labor needed to operate our business and could continue to adversely affect us in future periods.
All the major Internet browsers have implemented some version of a “Do Not Track” setting. However, there is limited guidance, consensus and industry standards regarding the definition of “tracking,” what message is conveyed by a “Do Not Track” setting and how to respond to a “Do Not Track” preference.
All the major Internet browsers have implemented some version of a “Do Not Track” setting. However, there is limited guidance, consensus and industry standards regarding the definition of “tracking,” what message is conveyed by such signals and how to respond to them.
A number of Taboola directors and executive officers are not residents of the United States, and the majority of Taboola’s assets and the assets of these persons are located outside the United States.
A number of Taboola directors and executive officers are not residents of the United States, and a significant amount of Taboola’s assets and the assets of these persons are located outside the United States.
As the use of cookies has received ongoing media attention in recent years, some government regulators and privacy advocates have suggested creating a “Do Not Track” standard that would allow Internet users to express a preference, independent of cookie settings in their web browser, not to have their website browsing recorded.
As the use of cookies has received ongoing media attention in recent years, some government regulators and privacy advocates have suggested creating browser- or device-based preference signals, historically referred to as “Do Not Track” that would allow Internet users to express a preference, independent of cookie settings in their web browser, not to have their website browsing recorded.
In 2024, our two largest digital properties, Yahoo and Microsoft, accounted for approximately 32% of our gross revenues generated from Advertisers on digital properties, and our top five digital properties accounted for approximately 40% of our gross revenues. We have long-term contracts with our large digital properties, which, in general, contain minimum guarantee requirements.
In 2025, our two largest digital properties, Yahoo and Microsoft, accounted for approximately 34% of our gross revenues generated from Advertisers on digital properties, and our top five digital properties accounted for approximately 44% of our gross revenues. We have long-term contracts with our large digital properties, which, in general, contain minimum guarantee requirements.
The taxation by multiple jurisdictions of digital services including online advertising and e-commerce could increase our tax burdens and compliance obligations as well as our costs of doing business internationally and our worldwide effective tax rate which may lead to adverse impact on our financial position and results of operations.
Spain, France, Italy and others) of digital services including online advertising and e-commerce could increase our tax burdens and compliance obligations as well as our costs of doing business internationally and our worldwide effective tax rate which may lead to adverse impact on our financial position and results of operations.
The market price of our Ordinary shares could be negatively affected by future issuances or sales of our Ordinary shares. As of December 31, 2024, we have 293,134,865 Ordinary shares outstanding.
The market price of our Ordinary shares could be negatively affected by future issuances or sales of our Ordinary shares. As of December 31, 2025, we have 246,330,707 Ordinary shares outstanding.
If the launch or implementation of Realize is not successful, if it fails to gain market acceptance, or if it does not deliver the financial accretion we expect, our business, operating results, financial condition and reputation could be adversely affected.
If Realize is not successful, if it fails to gain market acceptance, or if it does not deliver the financial accretion we expect, our business, operating results, financial condition and reputation could be adversely affected. We have invested, and will continue to invest, significant resources in the development, launch, and implementation of Realize, our new performance advertising technology platform.
Such negative impacts may include, among others, a downgrade in Israel’s sovereign credit rating, increased interest rates, currency fluctuations, inflation, civil unrest and volatility in securities markets, which could adversely affect the conditions in which we operate in Israel and potentially deter foreign investors and organizations from investing or transacting business in Israel.
These developments could contribute to, among other things, a downgrade in Israel’s sovereign credit rating, increased interest rates, currency fluctuations, inflation and volatility in securities markets, which could adversely affect the conditions in which we operate in Israel and could deter foreign investors and organizations from investing in, or transacting business with Israel.
We have invested, and will continue to invest, significant resources in the development, launch, and implementation of Realize, our new performance advertising technology platform. The launch of a new technology platform, including Realize, is inherently risky. There is no guarantee Realize will deliver the value proposition to clients or the financial benefits we currently expect, or at all.
The launch of a new technology platform, including Realize, is inherently risky. There is no guarantee Realize will deliver the value proposition to clients or the financial benefits we currently expect, or at all.
As the Pillar Two model, which provides for a global minimum corporate tax rate of 15%, has partially taken effect in some, but not all, countries for the taxable year beginning on January 1, 2024, with some additional provisions taking effect in 2025, there is still uncertainty as to how the Pillar Two model will be applied evenly during this transition period.
The Pillar Two model, which provides for a global minimum corporate tax rate of 15%, has partially taken effect in some, but not all, countries for the taxable year beginning on January 1, 2024, with some additional provisions taking effect in 2025 and 2026.
Such issuance of additional Ordinary shares or other equity securities would have the following effects: • Our existing shareholders’ proportionate ownership interest in Taboola may decrease; • the amount of cash available per share, including for payment of dividends in the future, may decrease; • the relative voting strength of each previously outstanding ordinary share may be diminished; and • the trading price of our Ordinary shares may decline.
Such issuance of additional Ordinary shares or other equity securities would have the following effects: • Our existing shareholders’ proportionate ownership interest in Taboola may decrease; • the amount of cash available per share, including for payment of dividends in the future, may decrease; • the relative voting strength of each previously outstanding ordinary share may be diminished; and • the trading price of our Ordinary shares may decline. 5 Table of Contents Risks Related to the Warrants We may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worth less.
Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its present trading partners, or significant downturn in the economic or financial condition of Israel, could adversely affect our operations and product development, and could cause our sales to decrease.
Any interruption or curtailment of trade between Israel and its present trading partners, or significant downturn in the economic or financial condition of Israel, could adversely affect our operations and product development, and could cause our sales to decrease. Prior to October 2023, the Israeli government pursued extensive changes to Israel’s judicial system, and it continues to pursue such changes.
Some Internet users also download “ad blocking” software that prevents cookies from being stored on a user’s device. If more Internet users block or delete cookies more frequently than they currently do, our business could be harmed.
Some Internet users also download “ad blocking” software that prevents cookies from being stored on a user’s device. If more Internet users block or delete cookies more frequently than they currently do, our business could be harmed. Moreover, technology companies in the Internet browser and operating system spaces have implemented significant changes to restrict or isolate tracking mechanisms.
While Google previously announced plans to completely phase out third-party cookies in Google Chrome they have since announced they no longer plan to deprecate third-party cookies in its Chrome browser. Moreover, mobile devices using Android and iOS operating systems limit the ability of cookies to track users while they are using applications other than their web browser on the device.
Moreover, mobile devices using Android and iOS operating systems limit the ability of cookies to track users while they are using applications other than their web browser on the device.
As a multinational organization, operating in multiple jurisdictions, including Brazil, China, European Union, India, Israel, Japan, South Korea, Taiwan, Thailand, Turkey, the United Kingdom and the United States, among others, we may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which may be uncertain.
As a multinational organization, we operate across several jurisdictions, with our primary operations centered in Israel, the United States, the United Kingdom, The European Union and APAC. We may be subject to taxation in several jurisdictions around the world with increasingly complex tax laws, the application of which may be uncertain.
While Taboola is a registered vendor on the latest version of the TCF, the TCF remains under review by European courts after the IAB appealed a February 2022 decision by the Belgian data protection authority that the TCF violates the GDPR.
While Taboola is a registered vendor on the latest version of the TCF, the TCF has been the subject of regulatory and judicial scrutiny in Europe, including a February 2022 decision by the Belgian data protection authority that the TCF violates the GDPR, which decision was appealed by IAB Europe.
The outline provides for two primary “Pillars.” Pillar One is aimed to apply to the largest multinational corporations and replace DST, though the time of its introduction is still unknown.
In addition, in October 2021, the OECD released an outline that describes the conceptual agreement between 136 countries on fundamental reforms to international tax rules. The outline provides for two primary “Pillars.” Pillar One is aimed to apply to the largest multinational corporations and replace DST, though the time of its introduction is still unknown.
Furthermore, mobile devices using Android and iOS operating systems limit the ability of cookies to track users while they are using applications other than their web browser on the device. As a consequence, fewer of our cookies or media partners’ cookies may be set in browsers or be accessible in mobile devices, which can adversely affect our business.
This change may force many businesses to reevaluate their marketing strategies. Furthermore, mobile devices using Android and iOS operating systems limit the ability of cookies to track users while they are using applications other than their web browser on the device.
Several countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies if hostilities in Israel or political instability in the region continues or increases.
Further, the State of Israel and Israeli companies have been from time to time subjected to economic boycotts. Several countries, principally in the Middle East, still restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies.
These web browser and operating system developers have significant resources at their disposal and command substantial market share, and any restrictions they impose could foreclose our ability to understand the preferences of a substantial number of consumers. The Safari, Firefox, and Edge browsers currently block cookies by default, and other browsers may do so in the future.
Google has transitioned from its original intention to phase out such cookies in Chrome to an approach that prioritizes a new user-choice experience. These web browser and operating system developers have significant resources at their disposal and command substantial market share, and any restrictions they impose could foreclose our ability to understand the preferences of a substantial number of consumers.
In addition , Google has announced its intention to disable the use of third-party cookies across its Google Chrome web browser. Based on public announcements from Google, the phase out will be in effect for all users in the second half of 2024 subject to regulatory compliance. This change may force many businesses to reevaluate their marketing strategies.
In addition, Google has announced its intention to disable the use of third-party cookies across its Google Chrome web browser. Based on public announcements from Google, the phase out has been subject to regulatory review and timing adjustments, and Google has indicated its intention to modify or limit the use of third-party cookies over time, subject to regulatory compliance.
While Pillar One is not expected to apply to us, Pillar Two could increase our effective tax rate and adversely affect our financial results. Our effective tax rate may vary significantly depending on our stock price. The tax effects of the accounting for share-based compensation may significantly impact our effective tax rate from period to period.
Changes in our exposure to withholding, sales, VAT, levies and/or other taxes could have an adverse impact on our financial condition in the future. Our effective tax rate may vary significantly depending on our stock price. The tax effects of the accounting for share-based compensation may significantly impact our effective tax rate from period to period.
On January 4, 2024, Google started restricting third-party cookies by default for 1% of global Google Chrome users. Unless such default settings in browsers are adjusted by Internet users, our ability to set our cookies in browsers will be more limited, which could adversely affect our business.
Unless Internet users proactively allow tracking or maintain browser settings that permit our cookies, our ability to set our cookies in browsers will be more limited, which could adversely affect our business.
These obligations and scrutiny require significant attention from our management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations. We are required to provide management’s assessment on the effectiveness of our internal control over financial reporting.
Risks Related to Being a Public Company We are required to provide management’s assessment on the effectiveness of our internal control over financial reporting.
Removed
Moreover, technology companies in the Internet browser and operating system spaces, including Google, have announced intentions to discontinue the use of cookies, and to develop alternative methods and mechanisms for tracking users.
Added
The Safari, Firefox, and Edge browsers currently block cookies by default, and other browsers may do so in the future. On January 4, 2024, Google started restricting third-party cookies by default for 1% of global Google Chrome users.
Removed
For example, a number of jurisdictions, including the U.K., France, Italy, Spain, Austria, Turkey, India and other countries have already adopted or have formally proposed legislation to affect the taxation of digital services based on differing criteria and metrics.
Added
However, in July 2024, Google announced it would not proceed with the full deprecation of third-party cookies and confirmed in April 2025 that it would instead maintain current cookie controls while offering users a way to make persistent privacy choices.
Removed
Changes in our exposure to withholding, sales, VAT, levies and/or other taxes could have an adverse impact on our financial condition in the future. In addition, in October 2021, the OECD released an outline that describes the conceptual agreement between 136 countries on fundamental reforms to international tax rules.
Added
As a consequence, fewer of our cookies or media partners’ cookies may be set in browsers or be accessible in mobile devices, which can adversely affect our business.
Removed
Risks Related to Being a Public Company Our management team has limited experience managing a public company. Most members of our management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies.
Added
The company is assessing the pillar Two risks and believes the impact in most jurisdictions will be immaterial on the company's ETR.
Removed
As a public company, we are subject to significant obligations relating to reporting, procedures and internal controls, and our management team may not successfully or efficiently manage such obligations.
Added
Since the State of Israel was established in 1948, Israel has been involved in a number of armed conflicts and has faced continuing security threats and threats and hostilities, including wars and other military operations, acts of terrorism, and armed escalations with state and non-state actors.
Removed
Risks Related to the Warrants We may redeem your unexpired Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worth less.
Added
In addition, in October 2023 war broke out in the security situation in Israel and the surrounding region has been subject to significant volatility.
Removed
Since the State of Israel was established in 1948, a number of armed conflicts have occurred between Israel and its Arab neighbors. As has been widely publicly reported, starting October 2023 war was declared in Israel.
Added
Any renewal, escalation or deterioration of hostilities or other security events, including any expansion of conflict to additional fronts could disrupt our operations and those of our suppliers and customers, damage facilities and infrastructure, adversely affect the Israeli economy and financial markets, result in personnel shortages (including due to military service), and otherwise materially and adversely affect our business, financial condition and results of operations.
Removed
Although we are a company formed under the laws of the State of Israel and have a significant presence there, we are a global company with operations in multiple countries. We maintain a business continuity plan and have taken the steps designed to maintain our operations in light of the war in Israel.
Added
In response, many individuals, organizations and institutions, within and outside of Israel, have expressed concerns regarding the potential impact of the proposed changes and the related public controversy on the business and financial environment in Israel. While there are currently no significant demonstrations, unlike in the past, renewed public protests or other forms of civil unrest could occur.
Removed
As of the date of this Annual Report, our operations have not been materially adversely affected by the war.
Removed
We cannot predict the duration or severity of the war in Israel or how it will evolve, including any possible escalation or expansion of the war or other hostilities with other countries or groups, any of which could exacerbate geopolitical tensions and have economic implications.
Removed
In connection with the war in Israel, several hundred thousand Israeli military reservists were called to immediate service. Certain of our employees and consultants in Israel have been called, and additional ones may be called, for service.
Removed
Although some military reservists have since been released, they may be called up for additional reserve duty, depending on developments in the war and those persons may be absent for an extended period of time.
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In addition, due to the war or other hostilities our facilities could be damaged and our operations could be otherwise disrupted, which can impact our ability to deliver products and services in a timely manner to meet our contractual obligations towards customers.
Removed
Any of the foregoing and related risks and uncertainties could have a material adverse effect on our business and operations. Further, the State of Israel and Israeli companies have been from time to time subjected to economic boycotts.
Removed
Prior to the outbreak of war in October 2023, the Israeli government pursued extensive changes to Israel’s judicial system. In response to the foregoing developments, many individuals, organizations and institutions, within and outside of Israel, have voiced concerns over the potential negative impacts of such changes and the controversy surrounding them on the business and financial environment in Israel.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur cybersecurity programs are under the direction of our Vice President, Information Technology & Cybersecurity, or VP Cybersecurity, who together with our cybersecurity team, monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Biggest changeOur cybersecurity programs are under the direction of our Senior Vice President, Research and Development, or SVP R&D, who together with our cybersecurity team, monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents. Members of the cyber security team hold multiple industry recognized cyber security certifications and together have decades of experience, including industry, military and government cyber experience.
In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced any undetected cybersecurity incidents.
In 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced any undetected cybersecurity incidents.
The Company’s VP Cybersecurity updates the board of directors on the Company’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provides cyber security reports at least annually that cover, among other topics, third-party assessments of the Company’s cybersecurity programs, developments in cybersecurity and updates to the Company’s cybersecurity programs and mitigation strategies.
The SVP R&D updates the board of directors on the Company’s cybersecurity programs, material cybersecurity risks and mitigation strategies and provides cyber security reports at least annually that cover, among other topics, third-party assessments of the Company’s cybersecurity programs, developments in cybersecurity and updates to the Company’s cybersecurity programs and mitigation strategies.
Removed
Our VP Cybersecurity and members of the cyber security team hold multiple industry recognized cyber security certifications and together have decades of experience, including industry, military and government cyber experience.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAdditionally, we operate data centers in the United States, Israel, Hong Kong, Singapore and Netherlands and have ten data centers which are operated under collocation agreements with six third-party data center providers.
Biggest changeAdditionally, we operate data centers in the United States, Israel, Hong Kong, Singapore and Netherlands and have ten data centers which are operated under collocation agreements with seven third-party data center providers. Certain of our real property and other leases are further described in Notes 7, 10 and 17 of Notes to Consolidated Financial Statements elsewhere in this Annual Report.
Certain of our real property and other leases are further described in Notes 9, 12, 18 and 20 of Notes to Consolidated Financial Statements elsewhere in this Annual Report. We lease all of our facilities. We do not own any real property. We believe our current facilities are adequate to meet our immediate needs.
We lease all of our facilities. We do not own any real property. We believe our current facilities are adequate to meet our immediate needs.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(2) On May 10, 2023, the Company announced a share buyback program for the repurchase of up to $40.0 million of our outstanding Shares, with no expiration date (the “Buyback Program”).
Biggest change(2) Includes 361,489 Non-voting Ordinary shares. (3) Our board of directors authorized a share buyback program of our outstanding Ordinary and Non-voting Ordinary shares, which commenced in June 2023 and does not have an expiration date (the “Buyback Program”). In 2023, our board of directors authorized up to $80.0 million of buybacks under the Buyback Program.
The timing and amount of any share buybacks will be subject to market conditions and other factors determined by the Company. The Company may suspend, modify or discontinue the Buyback Program at any time in its sole discretion without prior notice.
The timing and amount of any share buybacks will be subject to market conditions and other factors determined by the Company. The Company may suspend, modify or discontinue the program at any time in its sole discretion without prior notice.
The Companies Law imposes restrictions on our ability to declare and pay dividends and payment of dividends may be subject to Israeli withholding taxes. Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information about Ordinary shares repurchased pursuant to our Buyback Program for the three months ended December 31, 2024.
The Companies Law imposes restrictions on our ability to declare and pay dividends and payment of dividends may be subject to Israeli withholding taxes. Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information about Ordinary shares repurchased pursuant to our Buyback Program for the three months ended December 31, 2025.
The graph below compares the cumulative total shareholder return on our Ordinary shares from June 30, 2021 (the date our Ordinary shares commenced trading on the NASDAQ) through December 31, 2024 with the cumulative total return on the NASDAQ Composite Index and S&P SmallCap 600 Communication Services Index.
The graph below compares the cumulative total shareholder return on our Ordinary shares from June 30, 2021 (the date our Ordinary shares commenced trading on the NASDAQ) through December 31, 2025 with the cumulative total return on the NASDAQ Composite Index and S&P SmallCap 600 Communication Services Index.
Based on a review of the information provided to us by our transfer agent, as of February 19, 2025, there were 292 registered holders of our Ordinary shares.
Based on a review of the information provided to us by our transfer agent, as of February 19, 2026, there were 281 registered holders of our Ordinary shares.
On February 26, 2025, the Company announced that the Board authorized up to an additional $200.0 million for use under the Buyback Program. The Buyback Program permits us to purchase our Shares from time to time in the open market, including through trading plans intended to comply with Rule 10b5-1 under the Exchange Act, in privately negotiated transactions or otherwise.
In July 2025, our board of directors authorized up to an additional $200.0 million for use under the Buyback Program. The Buyback Program permits us to purchase our Ordinary shares from time to time in the open market, including through trading plans intended to comply with Rule 10b5-1 under the Exchange Act, in privately negotiated transactions or otherwise.
On November 7, 2023, the Board authorized up to an additional $40.0 million of buybacks under the Buyback Program and in February 2024, the Board authorized up to $100.0 million for use under the Buyback Program, including any remaining authority from the November 2023 Board authorization.
In February 2024, our board of directors authorized up to $100.0 million for use under the Buyback Program, including any remaining authority from the 2023 board of directors authorization. In February 2025, our board of directors authorized up to an additional $200.0 million for use under the Buyback Program.
Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (1) (c) Total Number of Shares Purchased as Part of Publicly Announced Program (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program (2) October 1 - October 31, 2024 1,007,000 $ 3.45 1,007,000 $ 52,104,923 November 1 - November 30, 2024 948,455 $ 3.40 948,455 $ 48,880,883 December 1 - December 31, 2024 847,555 $ 3.92 847,555 $ 45,561,509 (1) Excludes broker and transaction fees.
Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (1) (c) Total Number of Shares Purchased as Part of Publicly Announced Program (2) (d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan or Program (3) October 1 - October 31, 2025 2,997,889 $ 3.28 2,997,889 $ 252,044,505 November 1 - November 30, 2025 10,893,690 $ 3.77 10,893,690 $ 211,006,879 December 1 - December 31, 2025 4,747,146 $ 4.13 4,747,146 $ 191,418,896 (1) Excludes broker and transaction fees.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

67 edited+21 added−10 removed107 unchanged
Biggest changeFor a discussion of our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2021, refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, in our Annual Report of Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on March 13, 2023. 29 Table of Contents The following table provides consolidated statements of loss data for the periods indicated: (dollars in thousands) Year ended December 31, 2024 vs 2023 2024 2023 $ Change % Change Revenues $ 1,766,220 $ 1,439,685 $ 326,535 22.7 % Cost of revenues: Traffic acquisition cost 1,101,556 903,866 197,690 21.9 % Other cost of revenues 130,446 110,261 20,185 18.3 % Total cost of revenues 1,232,002 1,014,127 217,875 21.5 % Gross profit 534,218 425,558 108,660 25.5 % Operating expenses: Research and development 142,438 136,255 6,183 4.5 % Sales and marketing 268,526 246,342 22,184 9.0 % General and administrative 97,337 106,698 (9,361) (8.8) % Total operating expenses 508,301 489,295 19,006 3.9 % Operating Income (loss) 25,917 (63,737) 89,654 (140.7) % Finance income (expenses), net (11,980) (12,804) 824 (6.4) % Income (Loss) before income taxes expenses 13,937 (76,541) 90,478 (118.2) % Income tax expenses (17,697) (5,499) (12,198) 221.8 % Net loss $ (3,760) $ (82,040) $ 78,280 (95.4) % Comparison of the Years Ended December 31, 2024 and 2023 Revenues increased by $326.5 million, or 22.7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Biggest changeThe following table provides consolidated statements of loss data for the periods indicated: (dollars in thousands) Year ended December 31, 2025 vs 2024 2025 2024 $ Change % Change Revenues $ 1,912,040 $ 1,766,220 $ 145,820 8.3 % Cost of revenues: Traffic acquisition cost 1,214,901 1,101,556 113,345 10.3 % Other cost of revenues 127,629 130,446 (2,817) (2.2) % Total cost of revenues 1,342,530 1,232,002 110,528 9.0 % Gross profit 569,510 534,218 35,292 6.6 % Operating expenses: Research and development 148,044 142,438 5,606 3.9 % Sales and marketing 275,210 268,526 6,684 2.5 % General and administrative 102,199 97,337 4,862 5.0 % Total operating expenses 525,453 508,301 17,152 3.4 % Operating income 44,057 25,917 18,140 70.0 % Finance expenses, net (4,695) (11,980) 7,285 (60.8) % Loss on extinguishment of debt (6,597) — (6,597) 100.0 % Income before income taxes expenses 32,765 13,937 18,828 135.1 % Income tax benefit (expenses) 9,519 (17,697) 27,216 (153.8) % Net income (loss) $ 42,284 $ (3,760) $ 46,044 (1224.6) % Comparison of the Years Ended December 31, 2025 and 2024 Revenues increased by $145.8 million, or 8.3%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, mainly as the result of an increase in the number of Scaled Advertisers which grew 6.2% and the Average Revenue per Scaled Advertiser by 2.4%.
Investing Activities During the year ended December 31, 2024, Net cash used by investing activities was $30.1 million, primarily consisting of $35.2 million purchase of property and equipment, including capitalized internal-use software , partially offset by $5.8 million proceeds from maturities of short-term investments.
During the year ended December 31, 2024, Net cash used by investing activities was $30.1 million, primarily consisting of $35.2 million purchase of property and equipment, including capitalized internal-use software, partially offset by $5.8 million proceeds from maturities of short-term investments.
Financing Activities During the year ended December 31, 2024, Net cash used in financing activities was $100.0 million, primarily consisting of $73.6 million repurchase of Shares and a $30.0 million voluntary prepayment of our long-term loan, partially offset by $7.6 million received from exercised options.
During the year ended December 31, 2024, Net cash used in financing activities was $100.0 million, primarily consisting of $73.6 million repurchase of Shares and a $30.0 million voluntary prepayment of our long-term loan, partially offset by $7.6 million received from exercised options.
As part of our growth strategy, we have made and expect to continue to make significant investments in research and development and in our technology platform. We also plan to selectively consider possible future acquisitions that are attractive opportunities we deem strategic and value-enhancing.
As part of our growth strategy, we have made and expect to continue to make significant investments in research and development and in our technology platform. We also may selectively consider possible future acquisitions that are attractive opportunities we deem strategic and value-enhancing.
As a result of the launch of our Realize performance platform on February 26, 2025, we expect a growing portion of our business to be tied to inventory where we bid for ad placements, primarily on sites where we have a first party data advantage.
As a result of the launch of our Realize performance platform in February 2025, we expect a growing portion of our business to be tied to inventory where we bid for ad placements, primarily on sites where we have a first party data advantage.
In the past, we have and may continue to be required to make significant payments under these guarantees. 21 Table of Contents Growing Our Advertiser Client Base We have a large network of Advertisers that wish to achieve specific performance goals, such as obtaining subscribers for email newsletters or acquiring leads for product offerings, across multiple verticals.
In the past, we have and may continue to be required to make significant payments under these guarantees. Growing Our Advertiser Client Base We have a large network of Advertisers that wish to achieve specific performance goals, such as obtaining subscribers for email newsletters or acquiring leads for product offerings, across multiple verticals.
We had approximately 2,100, 1,800 and 1,800 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the fourth quarters of 2024, 2023 and 2022, respectively. In an effort to also measure how we are growing our advertising spend with each Scaled Advertiser, we have introduced an Average Revenue per Scaled Advertiser performance measure.
We had approximately 2,200, 2,100 and 1,800 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the fourth quarters of 2025, 2024 and 2023, respectively. In an effort to also measure how we are growing our advertising spend with each Scaled Advertiser, we have introduced an Average Revenue per Scaled Advertiser performance measure.
Thousands of Advertisers trust us to drive growth, while approximately 11,000 digital property partners, including NBCNews, Disney, Yahoo, and Apple, rely on us for monetization and audience growth. Our scale is meaningful - we reach approximately 600 million people a day, gaining real-time insight into what people read and buy.
Thousands of Advertisers trust us to drive growth, while approximately 14,000 digital property partners, including NBCNews, Disney, Yahoo, and Apple, rely on us for monetization and audience growth. Our scale is meaningful - we reach over 600 million people a day, gaining real-time insight into what people read and buy.
The table does not include obligations under agreements that we can cancel without a significant penalty. The table above does not reflect any reduction for prepaid obligations as of December 31, 2024.
The table does not include obligations under agreements that we can cancel without a significant penalty. The table above does not reflect any reduction for prepaid obligations as of December 31, 2025.
Recent Accounting Pronouncements See the section titled “Summary of Significant Accounting Policies” in Note 2 of Notes to the Consolidated Financial Statements in this Annual Report for more information. 33 Table of Contents Critical Accounting Estimates Our discussion and analysis of financial condition results of operations are based upon our consolidated financial statements included elsewhere in this report.
Recent Accounting Pronouncements See the section titled “Summary of Significant Accounting Policies” in Note 2 of Notes to the Consolidated Financial Statements in this Annual Report for more information. Critical Accounting Estimates Our discussion and analysis of financial condition results of operations are based upon our consolidated financial statements included elsewhere in this report.
If our estimates of future cash flows are not met or if there are changes in significant assumptions and judgments used in the estimation process, we may have to record impairment charges in the future. 35 Table of Contents Income Taxes We are subject to income taxes in Israel, the U.S., and other foreign jurisdictions.
If our estimates of future cash flows are not met or if there are changes in significant assumptions and judgments used in the estimation process, we may have to record impairment charges in the future. Income Taxes We are subject to income taxes in Israel, the U.S., and other foreign jurisdictions.
In addition, because of this integration on our partners’ pages, we have rich contextual information to use to further refine the targeting of our recommendations. 22 Table of Contents Key Financial and Operating Metrics We regularly monitor a number of metrics in order to measure our current performance and project our future performance.
In addition, because of this integration on our partners’ pages, we have rich contextual information to use to further refine the targeting of our recommendations. Key Financial and Operating Metrics We regularly monitor a number of metrics in order to measure our current performance and project our future performance.
The cost of guarantees (total payments due under guarantee arrangements in excess of amounts the Company would otherwise be required to pay under revenue sharing arrangements) as a percentage of traffic acquisition costs were approximately 18% and 19% for the years ended December 31, 2024 and December 31, 2023, respectively.
The cost of guarantees (total payments due under guarantee arrangements in excess of amounts the Company would otherwise be required to pay under revenue sharing arrangements) as a percentage of traffic acquisition costs were approximately 15% and 18% for the years ended December 31, 2025 and December 31, 2024, respectively.
A large portion of our revenue comes from Scaled Advertisers. The Revenue contribution from Scaled Advertisers represented 85%, 83% and 82% of our Revenues for the fourth quarters of 2024, 2023 and 2022, respectively. These performance Advertisers use our service when they obtain a sufficient return on ad spend to justify their ad spend.
A large portion of our revenue comes from Scaled Advertisers. The Revenue contribution from Scaled Advertisers represented 84%, 85% and 83% of our Revenues for the fourth quarters of 2025, 2024 and 2023, respectively. These performance Advertisers use our service when they obtain a sufficient return on ad spend to justify their ad spend.
The following section discusses our financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023.
The following section discusses our financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Income tax benefit (expenses) The statutory corporate tax rate in Israel was 23% for 2024, 2023 and 2022, although we are entitled to certain tax benefits under Israeli law. See Note 17 of Notes to the Consolidated Financial Statements in this Annual Report.
Income tax benefit (expenses) The statutory corporate tax rate in Israel was 23% for 2025, 2024 and 2023, although we are entitled to certain tax benefits under Israeli law. See Note 14 of Notes to the Consolidated Financial Statements in this Annual Report.
Due to our multi-year exclusive contracts and high retention rates, our supply is relatively consistent and predictable. We had approximately 11,000, 12,000 and 15,000 digital property partners in the fourth quarter of 2024, 2023 and 2022, respectively.
Due to our multi-year exclusive contracts and high retention rates, our supply is relatively consistent and predictable. We had approximately 14,000, 11,000 and 12,000 digital property partners in the fourth quarter of 2025, 2024 and 2023, respectively.
Contractual Obligations The following table discloses aggregate information about material contractual obligations and the periods in which they are due as of December 31, 2024. Future events could cause actual payments to differ from these estimates.
Deferred credits The following table discloses aggregate information about material contractual obligations and the periods in which they are due as of December 31, 2025. Future events could cause actual payments to differ from these estimates.
Unlike walled gardens, we are a business-to-business, or B2B, company with no competing consumer interests. We only interact with consumers through our partners’ digital properties, hence we do not compete with our partners for user attention. Our motivations are aligned.
Unlike walled gardens, we are a business-to-business, or B2B, company with no competing consumer interests. We only interact with consumers through our partners’ digital properties, hence we do not compete with our partners for user attention. Our motivations are aligned. When our partners win, we win, and we grow together.
We fund these cash needs primarily from cash generated from operations, as well as from cash and cash equivalents on our balance sheet when required. We generated cash from operations for the years ended December 31, 2024, 2023, and 2022 of $184.3 million, $84.4 million, and $53.5 million, respectively.
We fund these cash needs primarily from cash generated from operations, as well as from cash and cash equivalents on our balance sheet when required. We generated cash from operations for the years ended December 31, 2025, 2024, and 2023 of $208.4 million, $184.3 million, and $84.4 million, respectively.
Realize leverages our unique data, performance AI and an increasingly diverse range of inventory and creative formats to achieve performance objectives Key Factors and Trends Affecting our Performance We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and those referred to in Part I, Item 1A,“Risk Factors.” Maintaining and Growing Our Digital Property Partners We engage with a diverse network of digital property partners, substantially all of which have contracts with us containing either an evergreen term or an exclusive partnership with us for multi-year terms at inception for their native advertising supply.
Key Factors and Trends Affecting our Performance We believe that our performance and future success depend on several factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and those referred to in Part I, Item 1A,“Risk Factors.” Maintaining and Growing Our Digital Property Partners We engage with a diverse network of digital property partners, substantially all of which have contracts with us containing either an evergreen term or an exclusive partnership with us for multi-year terms at inception for their native advertising supply.
Average Revenue per Scaled Advertiser is calculated as the aggregate cumulative gross spend of all Scaled Advertisers for a given period divided by the number of Scaled Advertisers for that period. The Average Revenue per Scaled Advertiser was approximately $199,000, $198,000 and $175,000 during the fourth quarters of 2024, 2023 and 2022, respectively.
Average Revenue per Scaled Advertiser is calculated as the aggregate cumulative gross spend of all Scaled Advertisers for a given period divided by the number of Scaled Advertisers for that period. The Average Revenue per Scaled Advertiser was approximately $204,000, $200,000 and $198,000 during the fourth quarters of 2025, 2024 and 2023, respectively.
As of December 31, 2024 and 2023, we had $230.4 million and $181.8 million of cash, cash equivalents and short-term investments, respectively, and $1.7 million and $5.7 million in short and long-term restricted deposits, respectively, used, mainly, as security for our lease commitments.
As of December 31, 2025 and 2024, we had $120.9 million and $230.4 million of cash, cash equivalents and short-term investments, respectively, and $1.5 million and $1.7 million in short and long-term restricted deposits, respectively, used, mainly, as security for our lease commitments.
In November 2023, our Board authorized up to an additional $40.0 million of buybacks under the Buyback Program and in February 2024, the Board authorized up to $100.0 million for use under the Buyback Program, including any remaining authority from the November 2023 Board authorization.
In February 2024, our board of directors authorized up to $100.0 million for use under the Buyback Program, including any remaining authority from the 2023 board of directors authorization and in February 2025, our board of directors authorized up to an additional $200.0 million for use under the Buyback Program.
As of December 31, 2024, we have an accumulated tax loss carry-forward of approximately $23.8 million in Israel and $1.4 million federal tax in the U.S. Those tax losses can be offset indefinitely. Non-Israeli subsidiaries are taxed according to the tax laws in their respective jurisdictions.
As of December 31, 2025, we have an accumulated tax loss carry-forward of approximately $1.2 million federal tax in the U.S. Those tax losses can be offset indefinitely. Non-Israeli subsidiaries are taxed according to the tax laws in their respective jurisdictions.
As of December 31, 2024, we have a provision related to unrecognized tax benefit liabilities totaling $10.2 million and other provisions related to severance pay and contribution plans, which have been excluded from the table above as we do not believe it is practicable to make reliable estimates of the periods in which payments for these obligations will be made.
As of December 31, 2025, we have other provisions related to severance pay and contribution plans, which have been excluded from the table above as we do not believe it is practicable to make reliable estimates of the periods in which payments for these obligations will be made.
Our future capital requirements and the adequacy of available funds will depend on many factors, including the risks and uncertainties set forth under Part I, Item 1A, “Risk Factors.” Cash Flows The following table summarizes our cash flows for the periods indicated: Year ended December 31, 2024 2023 2022 (dollars in thousands) Cash Flow Data: Net cash provided by operating activities $ 184,331 0 $ 84,373 $ 53,484 Net cash provided by (used in) investing activities (30,109) 0 59,640 (139,561) Net cash used in financing activities (99,983) 0 (134,614) (62,873) Exchange rate differences on balances of cash and cash equivalents (3,764) 816 (4,476) Increase (decrease) in cash and cash equivalents $ 50,475 $ 10,215 $ (153,426) Operating Activities During the year ended December 31, 2024, Net cash provided by operating activities of $184.3 million was related to our net loss of $(3.8) million adjusted by positive adjustments of non-cash charges of $173.6 million and net cash inflows of $14.5 million provided by changes in working capital.
Our future capital requirements and the adequacy of available funds will depend on many factors, including the risks and uncertainties set forth under Part I, Item 1A, “Risk Factors.” Cash Flows The following table summarizes our cash flows for the periods indicated: Year ended December 31, 2025 2024 2023 (dollars in thousands) Cash Flow Data: Net cash provided by operating activities $ 208,364 $ 184,331 $ 84,373 Net cash provided by (used in) investing activities (40,938) (30,109) 59,640 Net cash (used in) financing activities (277,314) (99,983) (134,614) Exchange rate differences on balances of cash and cash equivalents 4,170 (3,764) 816 Increase (decrease) in cash and cash equivalents $ (105,718) $ 50,475 $ 10,215 Operating Activities During the year ended December 31, 2025, Net cash provided by operating activities of $208.4 million was related to our net income of $42.3 million adjusted by positive adjustments of non-cash charges of $164.8 million and net cash inflows of $1.3 million provided by changes in working capital.
We expect to increase selling and marketing expenses to support the overall growth in our business. General and administrative General and administrative expenses consist of payroll and other personnel related costs, including salaries, share-based compensation, employee benefits and expenses for executive management, legal, finance and others. In addition, general and administrative expenses include fees for professional services and occupancy costs.
General and administrative General and administrative expenses consist of payroll and other personnel related costs, including salaries, share-based compensation, employee benefits and expenses for executive management, legal, finance and others. In addition, general and administrative expenses include fees for professional services and occupancy costs. We expect our general and administrative expenses to remain relatively flat in 2026.
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 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.
We expect our general and administrative expenses to remain relatively flat in 2025. Finance income (expenses), net Finance income (expenses), net, primarily consists of interest income (expense) including amortization of loan and credit facility issuance costs, Warrants liability fair value adjustments, gains (losses) from foreign exchange fluctuations and bank fees.
Finance income (expenses), net Finance income (expenses), net, primarily consists of interest income (expense) including amortization of loan and credit facility issuance costs, Warrants liability fair value adjustments, gains (losses) from foreign exchange fluctuations and bank fees.
Most of the increase in Cost of revenues was driven by Traffic acquisition cost, which increased by $197.7 million, or 21.9%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Most of the increase in Cost of revenues was driven by traffic acquisition cost, which increased by $113.3 million, or 10.3%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
(dollars in thousands, except per share data) Year ended December 31, 2024 2023 2022 Revenues $ 1,766,220 $ 1,439,685 $ 1,401,150 Gross profit $ 534,218 $ 425,558 $ 464,253 Net loss $ (3,760) $ (82,040) $ (11,975) EPS $ (0.01) $ (0.24) $ (0.05) Ratio of net loss to gross profit (0.7) % (19.3) % (2.6) % Cash flow provided by operating activities $ 184,331 $ 84,373 $ 53,484 Cash, cash equivalents, short-term deposits and investments $ 230,363 $ 181,833 $ 262,807 Non-GAAP Financial Data (1) ex-TAC Gross Profit $ 667,496 $ 535,819 $ 569,642 Adjusted EBITDA $ 200,926 $ 98,677 $ 156,676 Non-GAAP Net Income $ 122,377 $ 32,580 $ 91,382 Ratio of Adjusted EBITDA to ex-TAC Gross Profit 30.1 % 18.4 % 27.5 % Free Cash Flow $ 149,176 $ 52,240 $ 18,570 (1) Refer to “Non-GAAP Financial Measures” below for an explanation and reconciliation to GAAP metrics.
(dollars in thousands, except per share data) Year ended December 31, 2025 2024 2023 Revenues $ 1,912,040 $ 1,766,220 $ 1,439,685 Gross profit $ 569,510 $ 534,218 $ 425,558 Net income (loss) $ 42,284 $ (3,760) $ (82,040) EPS diluted $ 0.13 $ (0.01) $ (0.24) Ratio of net income (loss) to gross profit 7.4 % (0.7) % (19.3) % Cash flow provided by operating activities $ 208,364 $ 184,331 $ 84,373 Cash, cash equivalents, short-term deposits and investments $ 120,865 $ 230,363 $ 181,833 Non-GAAP Financial Data (1) ex-TAC Gross Profit $ 713,511 $ 667,496 $ 535,819 Adjusted EBITDA $ 215,485 $ 200,926 $ 98,677 Non-GAAP Net Income $ 168,594 $ 122,377 $ 32,580 Ratio of Adjusted EBITDA to ex-TAC Gross Profit 30.2 % 30.1 % 18.4 % Free Cash Flow $ 163,446 $ 149,176 $ 52,240 (1) Refer to “Non-GAAP Financial Measures” below for an explanation and reconciliation to GAAP metrics.
Income (loss) before income taxes increased by $90.5 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023, as a result of the factors described above. Tax expense increased by $12.2 million, or 221.8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Income before income taxes increased by $18.8 million, for the year ended December 31, 2025 compared to the year ended December 31, 2024, as a result of the factors described above. Tax expense decreased by $27.2 million, or 153.8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
The proceeds of the Revolving Facility can be used to finance working capital needs and general corporate purposes. Borrowings under the Revolving Facility are subject to customary borrowing conditions and will bear interest at a variable annual rate based on Term SOFR or Base Rate plus a fixed margin.
Borrowings under the Revolving Facility are subject to customary borrowing conditions and will bear interest at a variable annual rate based on Term SOFR or Base Rate plus a fixed margin.
During the year ended December 31, 2024, we repurchased 18.3 million Shares, consisting of 17.3 million Ordinary shares, and 1.0 million Non-voting Ordinary shares (see Note 18) at an average price of $4.06 per share (excluding broker and transaction fees of $0.4 million).
During the year ended December 31, 2025, we repurchased 76.9 million Shares, consisting of 62.7 million Ordinary shares, and 14.2 million Non-voting Ordinary shares (see Note 16) at an average price of $3.3 per share (excluding broker and transaction fees of $1.4 million).
We believe that the Ratio of Adjusted EBITDA to ex-TAC Gross Profit is useful because TAC is what we must pay digital properties to obtain the right to place advertising on their websites, and we believe focusing on ex-TAC Gross Profit better reflects the profitability of our business. 25 Table of Contents The following table provides a reconciliation of ratio of net income (loss) to gross profit and Ratio of Adjusted EBITDA to ex-TAC Gross Profit: Year ended December 31, 2024 2023 2022 (dollars in thousands) Gross profit $ 534,218 $ 425,558 $ 464,253 Net loss $ (3,760) $ (82,040) $ (11,975) Ratio of net loss to gross profit (0.7) % (19.3) % (2.6) % ex-TAC Gross Profit $ 667,496 $ 535,819 $ 569,642 Adjusted EBITDA $ 200,926 $ 98,677 $ 156,676 Ratio of Adjusted EBITDA margin to ex-TAC Gross Profit 30.1 % 18.4 % 27.5 % Non-GAAP Net Income (Loss) We calculate Non-GAAP Net Income (Loss) as net income (loss) adjusted to exclude revaluation of our Warrants liability, share-based compensation expense including Connexity holdback compensation expenses, M&A costs and amortization of acquired intangible assets and the non-cash based Commercial agreement asset, foreign currency exchange rate gains (losses), net, and other noteworthy items that change from period to period and related tax effects.
The following table provides a reconciliation of ratio of net income (loss) to gross profit and Ratio of Adjusted EBITDA to ex-TAC Gross Profit: Year ended December 31, 2025 2024 2023 (dollars in thousands) Gross profit $ 569,510 $ 534,218 $ 425,558 Net income (loss) $ 42,284 $ (3,760) $ (82,040) Ratio of net income (loss) to gross profit 7.4 % (0.7) % (19.3) % ex-TAC Gross Profit $ 713,511 $ 667,496 $ 535,819 Adjusted EBITDA $ 215,485 $ 200,926 $ 98,677 Ratio of Adjusted EBITDA margin to ex-TAC Gross Profit 30.2 % 30.1 % 18.4 % Non-GAAP Net Income (Loss) We calculate Non-GAAP Net Income (Loss) as net income (loss) adjusted to exclude revaluation of our Warrants liability, share-based compensation expense including Connexity holdback compensation expenses, M&A costs and amortization of acquired intangible assets and the non-cash based Commercial agreement asset, foreign currency exchange rate gains (losses), net, and other noteworthy items that change from period to period and related tax effects.
During the year ended December 31, 2023, Net cash provided by investing activities was $59.6 million, primarily consisting of $114.5 million proceeds from maturities of short-term investments, partially offset by $32.1 million purchase of property and equipment, including capitalized internal-use software and $22.0 million purchase of short-term investments..
Investing Activities During the year ended December 31, 2025, Net cash used by investing activities was $40.9 million, primarily consisting of $44.9 million purchase of property and equipment, including capitalized internal-use software , partially offset by $4.0 million proceeds from maturities of short-term investments.
(3) Represents share-based compensation due to holdback of Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.
See Note 1b of Notes to the Consolidated Financial Statements. (3) Represents share-based compensation due to holdback of Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.
The Amended Credit Agreement also contains customary representations, covenants and events of default as well as a financial covenant, which places a limit on our allowable net leverage ratio. As of December 31, 2024, we had no outstanding borrowings under the Revolving Facility.
The 2025 Revolving Credit Agreement also contains customary representations, covenants and events of default as well as a financial covenant, which places a limit on our allowable net leverage ratio. As of December 31, 2025, the Company was in compliance with the Revolving Facility covenants.
We generate revenues primarily when people (consumers) click on, purchase from or, in some cases, view the ads that appear within our partners’ digital experiences via our performance AI engine.
We empower Advertisers to leverage our proprietary AI-powered performance advertising platform to reach targeted audiences utilizing effective ad formats across digital properties. We generate revenues primarily when people (consumers) click on, purchase from or, in some cases, view the ads that appear within our partners’ digital experiences via our performance AI engine.
During the year ended December 31, 2023 Net cash provided by operating activities of $84.4 million was related to our net loss of $82.0 million adjusted by positive adjustments of non-cash charges of $161.7 million and net cash outflows of $4.7 million provided by changes in working capital.
During the year ended December 31, 2024 Net cash provided by operating activities of $184.3 million was related to our net loss of $3.8 million adjusted by positive adjustments of non-cash charges of $173.6 million and net cash inflows of $14.5 million provided by changes in working capital.
(3) Represents share-based compensation due to holdback of Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.
See Note 1b of Notes to the Consolidated Financial Statements. (2) Represents share-based compensation due to holdback of Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.
New digital property partners contributed approximately $291.7 million of new Revenues on a 12-month run rate basis calculated based on their first full month on the network, a majority of which is related to Yahoo supply.
From a publisher perspective, new digital property partners contributed approximately $134.9 million of new Revenues on a 12-month run rate basis calculated based on their first full month on the network.
The year ended December 31, 2023, includes one-time costs related to the Commercial agreement. (5) Represents foreign currency exchange rate gains or losses related to the remeasurement of monetary assets and liabilities to the Company’s functional currency using exchange rates in effect at the end of the reporting period.
(4) Represents foreign currency exchange rate gains or losses related to the remeasurement of monetary assets and liabilities to the Company’s functional currency using exchange rates in effect at the end of the reporting period. (5) See Note 11 of Notes to the Consolidated Financial Statements.
Existing digital property partners, including the growth of new digital property partners (beyond the revenue contribution determined based on the run-rate revenue generated by the partners when they are first on-boarded) increased by approximately $34.8 million.
Existing digital property partners, including the growth of new digital property partners (beyond the revenue contribution determined based on the run-rate revenue generated by the partners when they are first on-boarded) increased by approximately $10.9 million. Cost of revenues increased by $110.5 million, or 9.0%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Limitations on the use of Adjusted EBITDA include the following: • Although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • Adjusted EBITDA excludes share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; • Adjusted EBITDA does not reflect, to the extent applicable for a period presented: (1) changes in, or cash requirements for, our working capital needs; (2) interest expense, or the cash requirements necessary to service interest or if applicable principal payments on debt, which reduces cash available to us; or (3) tax payments that may represent a reduction in cash available to us; and • The expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results. 24 Table of Contents The following table provides a reconciliation of net income (loss) to Adjusted EBITDA: Year ended December 31, 2024 2023 2022 (dollars in thousands) Net loss $ (3,760) $ (82,040) $ (11,975) Adjusted to exclude the following: Finance (income) expenses, net 11,980 12,804 (9,213) Income tax expenses 17,697 5,499 7,523 Depreciation and amortization (1) 103,722 96,512 91,221 Share-based compensation expenses 60,044 53,749 63,830 Restructuring expenses (2) — — 3,383 Holdback compensation expenses (3) 7,054 10,582 11,091 M&A and other costs (4) 4,189 1,571 816 Adjusted EBITDA $ 200,926 $ 98,677 $ 156,676 (1) The year ended December 31, 2024, includes one-time write-off of internal use software in the amount of $3,038.
Limitations on the use of Adjusted EBITDA include the following: • Although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; • Adjusted EBITDA excludes share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; • Adjusted EBITDA does not reflect, to the extent applicable for a period presented: (1) changes in, or cash requirements for, our working capital needs; (2) interest expense, or the cash requirements necessary to service interest or if applicable principal payments on debt, which reduces cash available to us; or (3) tax payments that may represent a reduction in cash available to us; and • The expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results.
Ex-TAC Gross Profit, a non-GAAP measure, increased by $131.7 million, or 24.6% , for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to revenue from advertisers transferred from Yahoo, as well as growth in spend from existing Taboola advertisers.
Gross profit increased by $35.3 million, or 6.6% , for the year ended December 31, 2025 compared to the year ended December 31, 2024. Ex-TAC Gross Profit, a non-GAAP measure, increased by $46.0 million, or 6.9% , for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily benefiting from growth in advertising spend.
Limitations on the use of ex-TAC Gross Profit include the following: • Traffic acquisition cost is a significant component of our cost of revenues but is not the only component; and • ex-TAC Gross Profit is not comparable to our gross profit and by definition ex-TAC Gross Profit presented for any period will be higher than our gross profit for that period. 23 Table of Contents The following table provides a reconciliation of revenues and gross profit to ex-TAC Gross Profit: Year ended December 31, 2024 2023 2022 (dollars in thousands) Revenues $ 1,766,220 $ 1,439,685 $ 1,401,150 Traffic acquisition cost (1) 1,101,556 903,866 831,508 Other cost of revenues 130,446 110,261 105,389 Gross profit $ 534,218 $ 425,558 $ 464,253 Add back: Other cost of revenues (1) 133,278 110,261 105,389 ex-TAC Gross Profit $ 667,496 $ 535,819 $ 569,642 (1) The year ended December 31, 2024 included $2,832 amortization expense of the non-cash based Commercial agreement asset.
The following table provides a reconciliation of revenues and gross profit to ex-TAC Gross Profit: Year ended December 31, 2025 2024 2023 (dollars in thousands) Revenues $ 1,912,040 $ 1,766,220 $ 1,439,685 Traffic acquisition cost 1,214,901 1,101,556 903,866 Other cost of revenues 127,629 130,446 110,261 Gross profit $ 569,510 $ 534,218 $ 425,558 Add back: Other cost of revenues (1) 144,001 133,278 110,261 ex-TAC Gross Profit $ 713,511 $ 667,496 $ 535,819 (1) The years ended December 31, 2025 and 2024, included $16,372 and $2,832 amortization expense of the non-cash based Commercial agreement asset, respectively.
Finance expenses, net decreased by $0.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, mainly attributable to $2.1 million Warrants liability revaluation and $5.3 million decrease in interest expense due to the voluntary repayments of a portion of the long-term loan in 2024 and lower average interest rates, partially offset by an increase of $6.6 million in Foreign currency exchange rate gains, net.
Finance expenses, net decreased by $7.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, attributable to $4.2 million decrease in Foreign currency exchange rate loss, net, and a $3.6 million decrease in interest expenses due to the refinancing of our long-term debt.
These expenses may vary from period to period as a percentage of revenue, depending primarily upon when we choose to make more significant investments. 28 Table of Contents Sales and marketing Sales and marketing expenses consist of payroll and other personnel related costs, including salaries, share-based compensation, employee benefits, and travel for our sales and marketing departments, advertising and promotion, rent and depreciation and amortization expenses, particularly related to the acquired intangibles.
Sales and marketing Sales and marketing expenses consist of payroll and other personnel related costs, including salaries, share-based compensation, employee benefits, and travel for our sales and marketing departments, advertising and promotion, rent and depreciation and amortization expenses, particularly related to the acquired intangibles. We expect to increase selling and marketing spend to support the overall growth in our business.
For additional information regarding share-based compensation and the assumptions used for determining the fair value of Share options awards, refer to Note 2 and Note 14 of Notes to the Consolidated Financial Statements in this Annual Report. 34 Table of Contents Business Combinations Accounting for business combinations requires us to make significant estimates and assumptions in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets.
Business Combinations Accounting for business combinations requires us to make significant estimates and assumptions in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets.
The year ended December 31, 2023, includes one-time costs related to the Commercial agreement. We calculate Ratio of Adjusted EBITDA to ex-TAC Gross Profit as Adjusted EBITDA divided by ex-TAC Gross Profit.
We calculate Ratio of Adjusted EBITDA to ex-TAC Gross Profit as Adjusted EBITDA divided by ex-TAC Gross Profit.
(4) The year ended December 31, 20 24, includes $1,830 related to excess termination expenses from a headcount reduction due to the launch of Realize, $1,664 in professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations and certain one-time professional service costs.
The year ended December 31, 2024 , also includes $1,830 related to excess termination expenses from a headcount reduction due to the launch of Realize and one-time professional services costs. The year ended December 31, 2023 , includes one-time costs related to the Commercial agreement.
(4) The year ended December 31, 20 24, includes $1,830 related to excess termination expenses from a headcount reduction due to the launch of Realize, $1,664 in professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations and certain one-time professional service costs.
The year ended December 31, 2024 , also includes $1,830 related to excess termination expenses from a headcount reduction due to the launch of Realize and one-time professional services costs. The year ended December 31, 2023 , includes one-time costs related to the Commercial agreement.
For example, cash is still required to satisfy other working capital needs, including short-term investment policy, restricted cash, repayment of loan. • Free Cash Flow has limitations as an analytical tool, and it should not be considered in isolation or as a substitute for analysis of other GAAP financial measures, such as net cash provided by operating activities; and • This metric does not reflect our future contractual commitments. 27 Table of Contents The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow: Year ended December 31, 2024 2023 2022 (dollars in thousands) Net cash provided by operating activities $ 184,331 $ 84,373 $ 53,484 Purchase of property and equipment, including capitalized internal-use software (35,155) (32,133) (34,914) Free Cash Flow $ 149,176 $ 52,240 $ 18,570 Components of Our Results of Operations Revenues All of our Revenues are generated from Advertisers with whom we enter into commercial arrangements, defining the terms of our service and the basis for our charges.
The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow: Year ended December 31, 2025 2024 2023 (dollars in thousands) Net cash provided by operating activities $ 208,364 $ 184,331 $ 84,373 Purchase of property and equipment, including intangible assets (44,918) (35,155) (32,133) Free Cash Flow $ 163,446 $ 149,176 $ 52,240 Components of Our Results of Operations Revenues All of our Revenues are generated from Advertisers with whom we enter into commercial arrangements, defining the terms of our service and the basis for our charges.
Other cost of revenues increased by $20.2 million, or 18.3% , for the year ended December 31, 2024 compared to the year ended December 31, 2023, mainly due to a $13.9 million increase in data, content, communication and IT related expenses, $3.1 million increase in depreciation expenses related to new product innovation and $2.7 million increase in digital service tax expenses.
Other cost of revenues decreased by $2.8 million, or 2.2% , for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily as a result of a $6.5 million decrease in depreciation expenses related to our servers due to useful life reassessment, a $5.8 million decrease in digital service tax expenses , and a $1.3 million decrease in consultancy fees, which were partially offset by an increase of $8.9 million in data, hosting and and IT related expenses, and a $1.7 million increase in salaries and related expenses.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Note 15 of Notes to the Consolidated Financial Statements in this Annual Report.
As of December 31, 2025 the Company had remaining authorization to repurchase shares up to an aggregate amount of $ 191.4 million. See Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Note 12 of Notes to the Consolidated Financial Statements in this Annual Report.
During the year ended December 31, 2023, Net cash used in financing activities was $134.6 million, primarily consisting of $82.3 million in repayments of our long-term loan and $55.5 million in repurchases of Ordinary shares, partially offset by $7.0 million received from exercised options.
Financing Activities During the year ended December 31, 2025, Net cash used in financing activities was $277.3 million, primarily consisting of $255.4 million repurchase of Shares, $122.7 million repayment in full of the long-term loan, $6.0 million payments of tax withholding for share-based compensation, $0.9 million payments on account of Ordinary shares repurchases, and $0.9 million issuance costs for the 2025 Revolving Facility, partially offset by $99.8 million, net proceeds from Revolving Facility and $8.9 million exercise of options.
The $161.7 million of non-cash charges primarily consisted of depreciation and amortization of $96.5 million and share-based compensation expense related to vested equity awards of $64.3 million. 32 Table of Contents The $4.7 million increase in cash resulting from changes in working capital primarily consisted of a $36.6 million increase in trade payables, $25.2 million increase in accrued expenses and other current liabilities and other long-term liabilities and $5.9 million decrease in prepaid expenses and other current assets and long-term prepaid expenses, partially offset by a $49.6 million increase in trade receivables, net and $15.5 million decrease in deferred taxes, net.
The $1.3 million increase in cash resulting from changes in working capital primarily consisted of a $9.9 million decrease in trade receivables, partially offset by a $8.6 million increase in prepaid expenses and other current assets and long-term prepaid expenses.
Limitations on the use of Non-GAAP Net Income (Loss) include the following: • Non-GAAP Net Income (Loss) excludes share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; • Non-GAAP Net Income (Loss) will generally be more favorable than our net income (loss) for the same period due to the nature of the items being excluded from its calculation; and • Non-GAAP Net Income (Loss) is a performance measure and should not be used as a measure of liquidity. 26 Table of Contents The following table provides a reconciliation of net income (loss) to Non-GAAP Net Income (Loss) for the periods shown*: Year ended December 31, 2024 2023 2022 (dollars in thousands) Net loss $ (3,760) $ (82,040) $ (11,975) Amortization of acquired intangibles (1) 65,135 63,888 63,557 Share-based compensation expenses 60,044 53,749 63,830 Restructuring expenses (2) — — 3,383 Holdback compensation expenses (3) 7,054 10,582 11,091 M&A and other costs (4) 4,189 1,571 816 Revaluation of Warrants (2,761) (627) (24,471) Foreign currency exchange rate losses (gains) (5) 5,625 (946) (1,377) Income tax effects (13,149) (13,597) (13,472) Non-GAAP Net Income $ 122,377 $ 32,580 $ 91,382 (1) The year ended December 31, 2024, includes one-time write-off of internal use software in the amount of $3,038.
The following table provides a reconciliation of net income (loss) to Non-GAAP Net Income (Loss) for the periods shown: Year ended December 31, 2025 2024 2023 (dollars in thousands) Net income (loss) $ 42,284 $ (3,760) $ (82,040) Amortization of acquired intangibles (1) 67,813 65,135 63,888 Share-based compensation expenses 63,936 60,044 53,749 Holdback compensation expenses (2) — 7,054 10,582 M&A and other costs (3) 7,637 4,189 1,571 Revaluation of Warrants (2,867) (2,761) (627) Foreign currency exchange rate losses (gains) (4) 1,752 5,625 (946) Income tax effects (18,558) (13,149) (13,597) Loss on extinguishment of debt (5) 6,597 — — Non-GAAP Net Income $ 168,594 $ 122,377 $ 32,580 (1) The years ended December 31, 2025 and December 31, 2024, included $16,372 and $2,832 amortization expense of the non-cash based Commercial agreement asset, respectively.
See Note 9 of Notes to the Consolidated Financial Statements. The year ended December 31, 2024 included $2,832 amortization expense of the non-cash based Commercial agreement asset. See Note 1b of Notes to the Consolidated Financial Statements. (2) Costs associated with the Company’s cost restructuring program implemented in September 2022.
(2) The years ended December 31, 2025 and December 31, 2024, included write-off of internal use software in the amount of $2,800 and $3,038, respectively. See Note 7 of Notes to the Consolidated Financial Statements. The years ended December 31, 2025 and December 31, 2024, included $16,372 and $2,832 amortization expense of the non-cash based Commercial agreement asset, respectively.
Research and development expenses increased by $6.2 million, or 4.5% , for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily attributable to an increase of $4.4 million in employee and subcontractor headcount and related costs, including share-based compensation expenses, reflecting our continued effort to enhance our product offerings and a $1.7 million increase in depreciation expenses.
Research and development expenses increased by $5.6 million, or 3.9% , for the year ended December 31, 2025 compared to the year ended December 31, 2024, mainly as a result of a $4.4 million increase in salaries and related expenses, a $1.5 million increase in IT services, and a $1.2 million increase in rent expenses, which were partially offset by a decrease of $1.7 million depreciation expenses related to our servers due to useful life reassessment.
For more information about ex-TAC Gross Profit, Adjusted EBITDA and Non-GAAP Net Income, see “Operating and Financial Review and Prospects —Non-GAAP Financial Measures.” For more information about ex-TAC Gross Profit, Adjusted EBITDA and Non-GAAP Net Income, see “Management’s Business Discussion and Analysis of Financial Condition and Results of Operations- Non-GAAP Financial Measures.” Subsequent Developments On February 26, 2025, Taboola announced a new focus beyond native advertising, a powerful new technology platform called Realize and opened Realize for all advertisers.
For more information about ex-TAC Gross Profit, Adjusted EBITDA and Non-GAAP Net Income, see “Operating and Financial Review and Prospects —Non-GAAP Financial Measures.” For more information about ex-TAC Gross Profit, Adjusted EBITDA and Non-GAAP Net Income, see “Management’s Business Discussion and Analysis of Financial Condition and Results of Operations- Non-GAAP Financial Measures.” Subsequent Developments The Company expects to recognize a pre-tax gain of approximately $77.6 millions, net of legal fees and other related expenses, in its consolidated statement of operations for the fiscal quarter ending March 31, 2026.
On August 9, 2022 we entered into an incremental revolving credit facility amendment to our existing senior secured credit agreement (the “Amended Credit Agreement”). The Amended Credit Agreement provides for borrowings in an aggregate principal amount of up to $90 million (the “Revolving Facility”).
On March 18, 2025, we entered into a revolving credit facility (the “2025 Revolving Credit Agreement”), which provides for borrowings in an aggregate principal amount of up to $270.0 million (the “Revolving Facility”). The proceeds of the Revolving Facility can be used to finance working capital needs and general corporate purposes.
Sales and marketing expenses increased by $22.2 million, or 9.0% , for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily attributed to $24.3 million increase in employee and subcontractor headcount and related costs, including share-based compensation expenses, supporting our growth partially offset by a decrease in amortization expenses of $3.2 million . 30 Table of Contents General and administrative expenses decreased by $9.4 million, or 8.8% , for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily attributed to a decrease of $2.3 million in insurance expenses in connection with the Yahoo partnership, a decrease of $2.4 million in credit losses expenses and a decrease of $6.1 million in employee and subcontractors related costs, including share-based compensation expenses, and, partially offset by an increase of $1.0 million in depreciation expenses.
General and administrative expenses increased by $4.9 million, or 5.0%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, mainly as a result of a $6.9 million increase in professional and legal expenses primarily related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations, which were partially offset by a decrease of $2.3 million in share-based compensation expenses mainly due to the completion of Connexity holdback compensation obligations.
Contractual Obligations by Period 2025 2026 2027 2028 Thereafter (dollars in thousands) Debt Obligations $ — $ — $ — $ 122,735 $ — Operating Leases (1) 24,159 19,669 12,614 6,679 8,993 Non-cancellable purchase obligations (2) 35,542 7,845 4,064 21 — Total Contractual Obligations $ 59,701 $ 27,514 $ 16,678 $ 129,435 $ 8,993 (1) Represents future minimum lease commitments under non-cancellable operating lease agreements.
Contractual Obligations by Period 2026 2027 2028 2029 Thereafter (dollars in thousands) Debt Obligations $— $— $— $— $102,300 Operating Leases (1) 33,569 28,070 15,922 8,972 15,461 Non-cancellable purchase obligations (2) 29,913 5,507 247 — — Total Contractual Obligations $63,482 $33,577 $16,169 $8,972 $117,761 (1) Represents future minimum lease commitments under non-cancellable operating lease agreements.
As of December 31, 2024 the Company had remaining authorization to repurchase shares up to an aggregate amount of $ 45.6 million. In February 26, 2025, our Board authorized up to an additional $200.0 million for use under the Buyback Program, subject to satisfying required conditions under the Israeli Companies Law and the Companies Regulations. See Part II, Item 5.
In July 2025, our board of directors authorized up to an additional $200.0 million for use under the Buyback Program.
Removed
When our partners win, we win, and we grow together. 20 Table of Contents We empower Advertisers to leverage our proprietary AI-powered performance advertising platform to reach targeted audiences utilizing effective ad formats across digital properties.
Added
This gain results from a binding settlement agreement signed on February 5, 2026 resulting from a legal matter in which the Company acted as the plaintiff.
Removed
Taboola has been a market leader in native advertising for more than a decade, driving success for advertisers, primarily in “bottom-of-article” placements. Taboola is now extending beyond this legacy with the introduction of Realize, a platform that specializes in performance outcomes at scale beyond search and social.
Added
Limitations on the use of ex-TAC Gross Profit include the following: • Traffic acquisition cost is a significant component of our cost of revenues but is not the only component; and • ex-TAC Gross Profit is not comparable to our gross profit and by definition ex-TAC Gross Profit presented for any period will be higher than our gross profit for that period.
Removed
See Note 9 of Notes to the Consolidated Financial Statements. The year ended December 31, 2024 included $2,832 amortization expense of the non-cash based Commercial agreement asset. See Note 1b of Notes to the Unaudited Consolidated Interim Financial Statements. (2) Costs associated with the Company’s cost restructuring program implemented in September 2022.
Added
The following table provides a reconciliation of net income (loss) to Adjusted EBITDA: Year ended December 31, 2025 2024 2023 (dollars in thousands) Net income (loss) $ 42,284 $ (3,760) $ (82,040) Adjusted to exclude the following: Finance expenses, net (1) 11,292 11,980 12,804 Income tax (benefit) expenses (9,519) 17,697 5,499 Depreciation and amortization (2) 99,855 103,722 96,512 Share-based compensation expenses 63,936 60,044 53,749 Holdback compensation expenses (3) — 7,054 10,582 M&A and other costs (4) 7,637 4,189 1,571 Adjusted EBITDA $ 215,485 $ 200,926 $ 98,677 (1) Represents total finance expenses including $6,597 loss on extinguishment of debt.
Removed
This increase was primarily driven by continued growth on Yahoo supply partially mitigated by lower advertiser rates on existing digital property partners due to spend being served on new Yahoo supply added to the network. Cost of revenues increased by $217.9 million, or 21.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Added
(4) The year ended December 31, 2025 and December 31, 2024, includes professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations in the amount of $6,907 and $1,664. See Note 19 of Notes to the Consolidated Financial Statements.
Removed
Gross profit increased by $108.7 million, or 25.5% , for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Added
We believe that the Ratio of Adjusted EBITDA to ex-TAC Gross Profit is useful because TAC is what we must pay digital properties to obtain the right to place advertising on their websites, and we believe focusing on ex-TAC Gross Profit better reflects the profitability of our business.
Removed
This increase was primarily driven by higher taxable income overall as well as adjustments in deferred tax expenses related to the U.S. entity.
Added
Limitations on the use of Non-GAAP Net Income (Loss) include the following: • Non-GAAP Net Income (Loss) excludes share-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy; • Non-GAAP Net Income (Loss) will generally be more favorable than our net income (loss) for the same period due to the nature of the items being excluded from its calculation; and • Non-GAAP Net Income (Loss) is a performance measure and should not be used as a measure of liquidity.
Removed
In the years ended December 31, 2024 and 2023 we voluntarily prepaid the principal amount of debt outstanding under our long-term loan of $30.0 million and $79.3 million, respectively. We will consider the repurchase and retirement of additional debt based on, among other factors, our working capital and capital expenditures needs, liquidity position and possible alternative uses of cash.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeOur derivatives expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. We seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading the risk across a number of major financial institutions.
Biggest changeWe seek to mitigate such risk by limiting our counterparties to major financial institutions and by spreading the risk across a number of major financial institutions. However, failure of one or more of these financial institutions is possible and could result in losses.
Credit Risk Credit risk with respect to accounts receivable is generally not significant, as we routinely assess the creditworthiness of our partners and Advertisers. Historically, we generally have not experienced any material losses related to receivables from Advertisers during the years ended December 31, 2024, 2023 and 2022. We do not require collateral.
Credit Risk Credit risk with respect to accounts receivable is generally not significant, as we routinely assess the creditworthiness of our partners and Advertisers. Historically, we generally have not experienced any material losses related to receivables from Advertisers during the years ended December 31, 2025, 2024 and 2023. We do not require collateral.
As of December 31, 2024 we maintained cash balances with U.S. and United Kingdom banks that significantly exceed FDIC and FSCS insurance limits and expect we will continue to do so. As of December 31, 2024, we have not experienced credit losses related to these balances.
As of December 31, 2025 we maintained cash balances with U.S. and United Kingdom banks that significantly exceed FDIC and FSCS insurance limits and expect we will continue to do so. As of December 31, 2025, we have not experienced credit losses related to these balances.
Other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our financial condition, results of operations and cash flows to those of other companies. 36 Table of Contents
Other companies in similar businesses may use different estimation policies and methodologies, which may impact the comparability of our financial condition, results of operations and cash flows to those of other companies. 7 Table of Contents
Foreign Currency Exchange Risk A 10% increase or decrease of the NIS, Euro, British pound sterling, or the Japanese yen against the U.S. dollar would have impacted the consolidated statements of loss as follows: Operating income (loss) impact Year ended December 31, 2024 2023 2022 (dollars in thousands) +10% -10% +10% -10% +10% -10% NIS/USD $ (2,157) $ 2,157 $ 1,054 $ (1,054) $ (5,168) $ 5,168 EUR/USD $ 4,703 $ (4,703) $ 923 $ (923) $ 4,177 $ (4,177) GBP/USD $ (3,319) $ 3,319 $ (663) $ 663 $ (4,143) $ 4,143 JPY/USD $ 989 $ (989) $ 997 $ (997) $ 1,881 $ (1,881) To reduce the impact of foreign exchange risks associated with forecasted future cash flows related to payroll expenses and other personnel related costs denominated in NIS and their volatility, we have established a hedging program and use derivative financial instruments, specifically foreign currency forward contracts, call and put options, to manage exposure to foreign currency risks.
Foreign Currency Exchange Risk A 10% increase or decrease of the NIS, Euro, British pound sterling, or the Japanese yen against the U.S. dollar would have impacted the consolidated statements of loss as follows: Operating income (loss) impact Year ended December 31, 2025 2024 2023 (dollars in thousands) +10% -10% +10% -10% +10% -10% NIS/USD $ (2,342) $ 2,342 $ (2,157) $ 2,157 $ 1,054 $ (1,054) EUR/USD $ 5,525 $ (5,525) $ 4,703 $ (4,703) $ 923 $ (923) GBP/USD $ (4,011) $ 4,011 $ (3,319) $ 3,319 $ (663) $ 663 JPY/USD $ 1,048 $ (1,048) $ 989 $ (989) $ 997 $ (997) To reduce the impact of foreign exchange risks associated with forecasted future cash flows related to payroll expenses and other personnel related costs denominated in NIS and their volatility, we have established a hedging program and use derivative financial instruments, specifically foreign currency forward contracts, call and put options, to manage exposure to foreign currency risks.
As of December 31, 2024, we had $122.7 million of outstanding borrowings under our long-term loan with a variable interest rate. See Liquidity and Capital Resources for information regarding our incremental revolving credit facility amendment. Fluctuations in interest rates may impact the level of interest expense recorded on future borrowings.
As of December 31, 2025, we had $102.3 million of outstanding borrowings under our Revolving Facility with a variable interest rate. See Liquidity and Capital Resources for information regarding our Revolving Facility. Fluctuations in interest rates may impact the level of interest expense recorded on future borrowings.
However, failure of one or more of these financial institutions is possible and could result in losses. We have provided a summary of our significant accounting policies, estimates and judgments in Note 2 of Notes to the Consolidated Financial Statements in this Annual Report.
We have provided a summary of our significant accounting policies, estimates and judgments in Note 2 of Notes to the Consolidated Financial Statements in this Annual Report.
We regularly monitor bank financial strength and other factors in determining where to maintain cash deposits but may not be able to fully mitigate the risk of possible bank failures. Our short-term investments, which were $3.8 million as of December 31, 2024, are deposited in a major Israeli bank and are not insured or guaranteed.
We regularly monitor bank financial strength and other factors in determining where to maintain cash deposits but may not be able to fully mitigate the risk of possible bank failures. Our derivatives expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement.

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