📝 What This Document Is 📜

This document is a Preliminary Proxy Statement (PRE 14A), which is a formal, required filing with the SEC that shareholders receive before a major annual meeting. Think of it as the instruction manual and the annual report combined. The goal is to provide all necessary information—financial, governance, and operational—so that shareholders can make informed decisions when voting on key corporate matters.

👉 The headline: Taboola is inviting shareholders to its 2026 Annual General Meeting on June 9, 2026. The Board of Directors unanimously recommends that all shareholders vote "FOR" every proposal presented.

🏢 What Taboola Does 🌐

In simple terms, Taboola is a Business-to-Business (B2B) technology company that powers advertising for websites and apps. It helps content creators (publishers) monetize their sites by showing relevant advertisements, and it helps advertisers (merchants, affiliate networks, etc.) reach targeted audiences.

Taboola’s technology places ads on thousands of digital properties (like NBCNews, Disney, Yahoo, and Apple) across the internet, often below articles. Crucially, it aims to operate outside of the major "walled gardens" like Meta, Google, and Amazon, which typically control their own user data.

• How the Money Flow Works: Advertisers pay Taboola for actions like clicks, purchases, or views. Taboola then shares the resulting revenue with the digital property partners who display the ads.
• The Unique Advantage: Taboola leverages its proprietary AI and massive data network (reaching over 600 million people a day) to predict user interest, which it claims is its competitive edge over search and social platforms.

📊 Financial Performance Highlights 💰

The proxy statement provides a key comparison of Taboola's performance from the year ended December 31, 2025, compared to 2024. The figures show a significant positive transformation year-over-year.

Metric (in millions)	2025 ($)	2024 ($)	Key Trend
Revenue	$1,912.0	$1,766.2	⬆️ Growth
Gross Profit	$569.5	$534.2	⬆️ Growth
Net Income (loss)	$42.3	$(3.8)	🚀 Major Turnaround
Non-GAAP Net Income	$168.6	$122.4	⬆️ Strong Growth
Adjusted EBITDA	$215.5	$200.9	⬆️ Stable Growth

👉 What this signals: The most important metric is the Net Income jump from a loss of $3.8 million in 2024 to a profit of $42.3 million in 2025. This demonstrates a major operational and financial turnaround for the company.

📈 New Strategic Focus: Realize 🚀

Taboola has been a market leader in "native advertising" (ads that look like content), particularly in "bottom-of-article" placements. However, the company signaled a move beyond this traditional revenue stream.

In February 2025, the company announced a new platform called Realize. This platform represents Taboola's evolution, specializing in achieving performance outcomes at scale that go beyond the limitations of traditional search and social advertising.

👉 Why it matters: Expanding into Realize shows Taboola is not resting on its legacy success. By developing new, broader platforms, the company aims to future-proof its revenue streams and maintain its edge in the rapidly changing ad-tech landscape.

🏛️ Corporate Governance and Board Oversight 🛡️

The Board of Directors is responsible for guiding the company and protecting shareholder interests. Taboola emphasizes strong governance policies, including maintaining a majority independent Board and ensuring its committees are entirely independent.

Board Structure and Leadership:

• The Board structure separates the Chair and the CEO roles. This separation is seen as a way to give independent leadership and oversight, allowing the independent Chair to focus solely on board governance.
• The Board has three key committees that oversee different aspects of the business:
  • Audit Committee: Oversees financial reporting, manages external auditors, and reviews financial statements.
  • Compensation Committee: Designs and approves the compensation package for executives, ensuring it aligns with performance goals.
  • Nominating and Governance Committee: Handles finding and evaluating director candidates and establishing company policies.

👉 What this signals: The detailed governance structure and the independent oversight mechanisms are standard signs of a maturing public company that takes its long-term regulatory and ethical responsibilities seriously.

💸 Executive Compensation Policies 💰

Taboola uses a "pay for performance" culture, meaning a significant portion of executive pay is tied directly to the company achieving measurable financial and operational goals. This alignment is designed to motivate executives to create long-term value for shareholders.

• The Structure: Compensation consists of three elements: Base Salary (fixed cash), Short-Term Incentives (annual cash bonuses based on quarterly goals), and Long-Term Incentives (equity awards that vest over several years).
• 2025 Compensation Payout: For the 2025 fiscal year, the Compensation Committee awarded a 100% payout because the company successfully met its key performance targets:
  • Adjusted EBITDA goal: Achieved at 100% of target.
  • ex-TAC Gross Profit goal: Achieved at 101% of target.
• Shareholder Endorsement: The company notes that a non-binding advisory vote ("say-on-pay") at the 2025 annual meeting received strong support, with over 85% of votes cast in favor, showing shareholder acceptance of the pay structure.

🤝 The Yahoo Relationship & Transactions 🏦

Taboola has a deep, material relationship with Yahoo (a related party). The filing outlines how Yahoo has become a significant principal shareholder and details specific financial arrangements between the two companies.

Strategic Investments and Shares:

• Yahoo became a principal shareholder on January 17, 2023, after receiving 39,525,691 Ordinary shares and 45,198,702 Non-voting Ordinary shares.
• Revenue Contribution: Yahoo contributed $201,638 in revenue in 2025, representing 10.5% of Taboola's total revenue ($1,912.0 million).
• Financial Exposure: As of December 31, 2025, Taboola had trade receivables of $39,210 associated with Yahoo (representing approximately 10.9% of total trade receivables).

Share Repurchases:

• The company has actively managed its equity through share repurchases in conjunction with Yahoo.
• A major agreement (Omnibus Agreement) was put in place to manage Yahoo's equity stake.
• The repurchasing agreement was amended from allowing up to 25% of the weekly limit to up to 1/3rd of the weekly applicable allowable limit.
• In two significant recent actions, Taboola purchased shares:
  • From Yahoo (Oct 15, 2025): 14,170,762 Non-voting Ordinary shares were purchased.
  • From Pitango Venture Capital (Nov 10, 2025): 6,387,648 Ordinary shares were purchased for an aggregate price of approximately $23,400.

👉 Why it matters: The continuous financial interaction and the active repurchase agreements highlight the ongoing, strategic, and material dependence on Yahoo, which is a central pillar of Taboola's recent business stability.

🧑‍🤝‍🧑 Human Capital and Workforce Growth 🌱

The section on Human Capital demonstrates Taboola’s commitment to its people, recognizing that employees are its "most valuable asset." The company emphasizes creating a culture of diversity, inclusion, and growth.

• Scale: As of December 31, 2025, the company employed approximately 2,000 people.
• Research Focus: Over 400 employees are dedicated to Research and Development (R&D), with an average tenure of six years, indicating a strong, stable investment in technical capability.
• Diversity Initiatives: Taboola launched a global taskforce focused on wellness and diversity. They implemented specific strategies, like the Diverse Interview Slate Campaign, which led to 53% of new hires in 2025 being women, and 26% of those women being in technical roles.
• Recognition: The company highlighted its commitment by receiving several prestigious awards in 2025, including its first-ever Great Place to Work awards in APAC and a Best Workplace award from Fortune for its U.S. offices.

🗳️ Voting and Key Dates 📅

This section gathers all the practical information necessary for shareholders to participate in the meeting.

• Meeting Details: The 2026 Annual General Meeting of Shareholders is scheduled for June 9, 2026, at 9:00 a.m. Eastern time.
• Record Date: Only shareholders of record at the close of business on April 13, 2026, are entitled to notice of and to vote at the meeting.
• Proposals to Vote On: Shareholders will vote on five proposals, including:
  1. Re-electing two Class II directors.
  2. Advisory approval on executive compensation (Say-on-Pay).
  3. Approving the annual Compensation Policy.
  4. Approving the compensation terms for the CEO.
  5. Re-appointing Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the independent registered public accounting firm.

📞 Contact and Resources 📧

For investors looking for more detail or wanting to vote, the following contacts and resources are provided:

• Website: Shareholder information can be accessed at www.virtualshareholdermeeting.com/TBLA2026.
• Investor Relations Email: [email protected]
• Correspondence: Any general correspondence to the Board should be addressed to the Chairman in care of the Corporate Secretary at 16 Madison Square West, 7th Floor, New York, NY 10010.

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🧠 The Analogy 🖼️

Imagine Taboola is a highly successful, long-running restaurant (the legacy ad-tech business). For years, they only served one signature dish—their famous "bottom-of-article" special. This proxy statement is essentially Taboola handing out a menu that says: "We loved the original dish, but we're now dedicating half the kitchen to creating a completely new, versatile cuisine (Realize) that can adapt to any trend. We're also checking all our governance tools—our chefs, our clean equipment, and our accounts—to ensure we are ready for the next decade."

🧩 Final Takeaway 💡

Taboola is executing a strategic pivot toward a broader, more versatile advertising platform (Realize) while financially improving significantly, as evidenced by the dramatic turnaround in Net Income. The company is confident in its long-term strategy and governance, backed by strong foundational relationships (like the one with Yahoo) and a focus on professionalizing its internal operations.