Taboola.com Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Taboola.com Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Dear Shareholder:

We cordially invite you to the 2024 Annual General Meeting of Shareholders of Taboola.com Ltd. to be held on May 28, 2024 at 9:00 a.m. (Eastern time) / 4:00 p.m. (Israel time) online via live audio webcast at www.virtualshareholdermeeting.com/TBLA2024.

At the annual meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual General Meeting of Shareholders. Our Board of Directors unanimously recommends that you vote FOR each of the proposals listed in the Notice.

Only shareholders of record at the close of business on April 19, 2024 (the “Record Date”) are entitled to notice of and to vote at the annual meeting.

Whether or not you plan to attend the annual meeting, it is important that your Ordinary shares be represented and voted at the annual meeting. Accordingly, after reading the enclosed Notice of Annual General Meeting of Shareholders and the accompanying Proxy Statement, please sign, date and mail the enclosed Proxy Card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your Proxy Card.

We look forward to your participation in the annual meeting.

Sincerely,

Chairman of the Board of Directors

TABOOLA.COM LTD.

16 Madison Square West, 7th Floor

New York, NY 10010

Notice of 2024 Annual General Meeting of Shareholders

To be Held on May 28, 2024

AT THE ANNUAL MEETING, YOU WILL BE ASKED:

In addition, shareholders will be requested to consider at the annual meeting the Company’s audited consolidated financial statements for the year ended December 31, 2023.

We know of no other matters to be submitted at the annual meeting other than as specified herein. If any other business is properly come before the annual meeting or any adjournment or postponement thereof, the persons named as proxies may vote in respect thereof in accordance with their best judgment and the recommendation of the Board.

Meeting Admission

If you wish to attend the annual meeting, which is exclusively being held virtually, and you are a registered shareholder of shares held directly at our transfer agent, please enter the 16-digit control number located on the notice mailed to you beginning on April 23, 2024, on your proxy card at www.virtualshareholdermeeting.com/TBLA2024.

If your shares are held in “street name” through a broker, bank or other nominee, by following the voting instructions that accompanied your proxy materials.

A list of our registered holders as of the close of business on the Record Date will be made available to shareholders during the meeting at www.virtualshareholdermeeting.com/TBLA2024. To access the list of registered holders, which will become available on or about May 1, 2024, and throughout the meeting, shareholders should email Taboola Investor Relations at investors@taboola.com.

Voting by Proxy

Please submit a proxy card if you are a registered shareholder of shares held directly at our transfer agent or, for shares held in “street name” through a broker, bank or other nominee, a voting instruction form, as soon as possible, so your shares can be voted at the meeting. You may submit your proxy card or voting instruction form by mail. If you are a registered shareholder, you may also vote electronically by telephone or over the Internet by following the instructions included with your proxy card.

If your shares are held in “street name,” you will receive instructions for the voting of your shares from your broker, bank or other nominee, which may permit telephone or Internet voting. Follow the instructions on the voting instruction form that you receive from your broker, bank or other nominee to ensure that your shares are properly voted at the annual meeting.

By Order of the Board of Directors,

Chairman of the Board of Directors

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