Taboola.com Ltd.

Previous wording

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. These agreements typically require that our code be integrated on the digital property web page because of the nature of providing both editorial and paid recommendations. In the portion of our business that is tied to these native advertising supply partnerships. which currently accounts for the vast majority of our business, we do not bid for ad placements, as traditionally happens in the advertising technology space, but rather see all users that visit the pages on which we appear. 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.

Current wording

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. These agreements typically require that our code be integrated on the digital property web page because of the nature of providing both editorial and paid recommendations. In the portion of our business that is tied to these native advertising supply partnerships. which currently accounts for the vast majority of our business, we do not bid for ad placements, as traditionally happens in the advertising technology space, but rather see all users that visit the pages on which we appear. However, as a result

Previous wording

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.

Current wording

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. 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.

Previous wording

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. As we look at growing our advertiser client base, we want to grow the number of advertisers that spend with us at scale. We define a Scaled Advertiser as an Advertiser that has more than $100,000 of cumulative gross spend on the network on a trailing four quarter basis. We had approximately 2,000, 1,800 and 1,700 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the first 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. 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 $184,000, $190,000 and $157,000 during the first quarters of 2025, 2024 and 2023, respectively. A large portion of our revenue comes from Scaled Advertisers. The Revenue contribution from Scaled Advertisers represented 86%, 84% and 82% of our Revenues for the first 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. We grow the revenue from performance Advertisers in three ways. First, we improve the performance of our network by developing new product features, improving our algorithms and optimizing our supply. Second, we secure increased budgets from existing Advertisers by offering new ad formats and helping them achieve additional goals. Third, we grow our overall Advertiser base by bringing on new Advertisers that we have not worked with previously.

Current wording

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. As we look at growing our advertiser client base, we want to grow the number of advertisers that spend with us at scale. We define a Scaled Advertiser as an Advertiser that has more than $100,000 of cumulative gross spend on the network on a trailing four quarter basis. We had approximately 2,000, 1,900 and 1,700 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the second 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. 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 $196,000, $192,000 and $161,000 during the second quarters of 2025, 2024 and 2023, respectively. A large portion of our revenue comes from Scaled Advertisers. The Revenue contribution from Scaled Advertisers represented 86%, 85% and 80% of our Revenues for the second 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. We grow the revenue from performance Advertisers in three ways. First, we improve the performance of our network by developing new product features, improving our algorithms and optimizing our supply. Second, we secure increased budgets from existing Advertisers by offering new ad formats and helping them achieve additional goals. Third, we grow our overall Advertiser base by bringing on new Advertisers that we have not worked with previously.

Previous wording

Global economic and geopolitical conditions have been increasingly volatile due to factors such as inflation, rising interest rates, supply chain disruptions and the wars in Israel and Ukraine. Further, in 2025 the global tariff landscape began to quickly change with the U.S. implementing new and/or increased tariffs on various foreign countries, either generally or with respect to certain products. These shifts in trade policies in the U.S. and other countries are rapidly evolving and difficult to predict. The ultimate impact of any announced or future tariffs will depend on various factors, including what tariffs are ultimately implemented, the timing of implementation and the amount, scope and nature of such tariffs and potential exclusions from the application of those tariffs. While we continue to monitor macroeconomic conditions closely, at this time we are unable to predict if these factors will have a material impact on our business during 2025.

Current wording

Global economic and geopolitical conditions have been increasingly volatile due to factors such as inflation, rising interest rates, supply chain disruptions and the wars in Ukraine and the Middle East, including Israel. Further, in 2025 the global tariff landscape began to quickly change with the U.S. implementing new and/or increased tariffs on various foreign countries, either generally or with respect to certain products. These shifts in trade policies in the U.S. and other countries are rapidly evolving and difficult to predict. The ultimate impact of any announced or future tariffs will depend on various factors, including what tariffs are ultimately implemented, the timing of implementation and the amount, scope and nature of such tariffs and potential exclusions from the application of those tariffs. While we continue to monitor macroeconomic conditions closely, at this time we are unable to predict if these factors will have a material impact on our business during 2025.

Previous wording

(1)The weighted-average shares used in the computation of the diluted EPS for the three months ended March 31, 2025 and 2024 are 341,960,999 and 345,502,643, respectively. The weighted-average shares for the three months ended March 31, 2025 and 2024, included 298,323,708 and 300,303,941 Ordinary shares, and 43,637,291 and 45,198,702 Non-voting Ordinary shares, respectively.

Current wording

(1)The weighted-average shares used in the computation of the diluted EPS for the three months ended June 30, 2025 and 2024, are 313,572,282 and 342,566,112, respectively, and for the six months ended June 30, 2025 and 2024, are 327,578,134 and 344,003,462, respectively. The weighted-average shares for the three months ended June 30, 2025 and 2024, included 277,929,745 and 297,660,641 Ordinary shares, and 35,642,537 and 44,905,471 Non-voting Ordinary shares, respectively, and for the six months ended June 30, 2025 and 2024, includes 287,985,819 and 298,953,005 ,Ordinary shares, and 39,592,315 and 45,050,457, Non-voting Ordinary shares, respectively.

Previous wording

(1)The three months ended March 31, 2025 included $4,037 amortization expense of the non-cash based Commercial agreement asset. See Note 1b and Note 2 of Notes to the Unaudited Consolidated Interim Financial Statements.

Current wording

(1)The three and six months ended June 30, 2025, included $4,082 and $8,119 amortization expense of the non-cash based Commercial agreement asset respectively. See Note 1(b) of Notes to the Unaudited Interim Consolidated Financial Statements.

Previous wording

We believe that Adjusted EBITDA is useful because it allows us and others to measure our performance without regard to items such as share-based compensation expense, depreciation and amortization, non-cash amortization of the Commercial agreement asset, and interest expense and other items that can vary substantially depending on our financing and capital structure, and the method by which assets are acquired. We use Adjusted EBITDA and GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors. We may also use Adjusted EBITDA as a metric for determining payment of cash or other incentive compensation.

Current wording

agreement asset, and interest expense and other items that can vary substantially depending on our financing and capital structure, and the method by which assets are acquired. We use Adjusted EBITDA and GAAP financial measures for planning purposes, including the preparation of our annual operating budget, as a measure of performance and the effectiveness of our business strategies, and in communications with our board of directors. We may also use Adjusted EBITDA as a metric for determining payment of cash or other incentive compensation.

Previous wording

(1)The three months ended March 31, 2025 included $4,037 amortization expenses of the non-cash based Commercial agreement asset. See Note 1b and Note 2 of the Notes to the Unaudited Consolidated Interim Financial Statements.

Current wording

(1)The three and six months ended June 30, 2025, included a write-off of internal use software in the amount of $2,800 and amortization expenses of the non-cash based Commercial agreement asset in the amount of $4,082 and $8,119, respectively. See Note 1(b) of Notes to the Unaudited Interim Consolidated Financial Statements.

Previous wording

(3) The three months ended March 31, 2025 included $1,972 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. See Note 1b of Notes to the Unaudited Consolidated Interim Financial Statements.

Current wording

(3)The three and six months ended June 30, 2025, 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 it the amount of $904 and $2,876, respectively.

Previous wording

(3)The three months ended March 31, 2025 included $1,972 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.

Current wording

(3) The three and six months ended June 30, 2025, included 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 it the amount of $904 and $2,876, respectively.

Previous wording

Traffic acquisition cost, or TAC, consists primarily of cost related to digital property compensation for placing our platform on their digital property and cost for advertising impressions purchased from real-time advertising exchanges and other third parties. Traffic acquisition cost also includes up-front payments, incentive payments, or bonuses paid to the digital property partners and the amortization of the non-cash based Commercial agreement asset (see Note 1b of Notes to the Unaudited Consolidated Interim Financial Statements) which are amortized over the shorter of respective contractual terms and the economic benefit period of the digital property arrangement. For the majority of our digital properties partners, we have two primary compensation models for digital properties. The most common model is a revenue share model. In this model, we agree to pay a percentage of our revenue generated from advertisements placed on the digital properties. The second model includes guarantees. Under this model, we pay the greater of a percentage of the revenue generated or a committed guaranteed amount per thousand page views (“Minimum guarantee model”). Actual compensation is settled on a monthly basis. Expenses under both the revenue share model as well as the Minimum guarantee model are recorded as incurred, based on actual revenues generated by us at the respective month.

Current wording

Traffic acquisition cost, or TAC, consists primarily of cost related to digital property compensation for placing our platform on their digital property and cost for advertising impressions purchased from real-time advertising exchanges and other third parties. Traffic acquisition cost also includes up-front payments, incentive payments, or bonuses paid to the digital property partners and the amortization of the non-cash based Commercial agreement asset (see Note 1(b) of Notes to the Unaudited Interim Consolidated Financial Statements) which are amortized over the shorter of respective contractual terms and the economic benefit period of the digital property arrangement. For the majority of our digital properties partners, we have two primary compensation models for digital properties. The most common model is a revenue share model. In this model, we agree to pay a percentage of our revenue generated from advertisements placed on the digital properties. The second model includes guarantees. Under this model, we pay the greater of a percentage of the revenue generated or a committed guaranteed amount per thousand page views (“Minimum guarantee model”). Actual compensation is settled on a monthly basis. Expenses under both the revenue share model as well as the Minimum guarantee model are recorded as incurred, based on actual revenues generated by us at the respective month.

Previous wording

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 continue to invest in sales and marketing to support the overall growth in our business.

Current wording

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 expenses to support the overall growth in our business.

Previous wording

The statutory corporate tax rate in Israel was 23% for the three months ended March 31, 2025 and 2024, although we are entitled to certain tax benefits under Israeli law.

Current wording

The statutory corporate tax rate in Israel was 23% for the six months ended June 30, 2025 and 2024, although we are entitled to certain tax benefits under Israeli law.

Previous wording

Gross profit increased by $10.4 million, or 9.5%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024

Current wording

Gross profit increased by $20.8 million, or 18.2%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.

Previous wording

Ex-TAC Gross Profit, a non-GAAP measure, increased by $12.8 million, or 9.2%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily benefiting from growth in advertising spend as well as a margin increase on certain digital property partners.

Current wording

Ex-TAC Gross Profit, a non-GAAP measure, increased by $22.6 million, or 15.1%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily benefiting from growth in advertising spend as well as a margin increase on certain digital property partners.

Previous wording

Total cost of revenues increased by $3.1 million, or 1.0%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Current wording

Total cost of revenues increased by $16.5 million, or 5.3%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.

Previous wording

Traffic acquisition cost increased at a rate lower than revenue primarily due to a margin increase on certain digital property partners and an increased effective margin on our Yahoo partnership as a result of applying the mediation accruals as TAC offset rather than recognizing them as revenue, which ended in January.

Current wording

Traffic acquisition cost increased at a rate lower than revenue primarily due to a mix shift to higher margin digital properties and a margin increase on certain digital property partners.

Previous wording

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 was approximately 18% and 17% for the three months ended March 31, 2025 and March 31, 2024.

Current wording

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 16% and 18% for the three months ended June 30, 2025 and June 30, 2024, respectively.

Previous wording

Other cost of revenues decreased by $1.5 million, or 5.2%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, mainly as a result of a $2.9 million decrease in digital service tax expenses and a $2.0 million decrease in depreciation expenses related to our servers, which were partially offset by an increase of $3.5 million in data, content, communication and IT related expenses.

Current wording

Other cost of revenues decreased by $2.3 million, or 6.7%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, mainly as a result of a $2.2 million decrease in digital service tax expenses and professional fees, and a $1.2 million decrease in depreciation expenses related to our servers due to useful life reassessment, which were partially offset by an increase of $1.2 million in hosting expenses.

Previous wording

Sales and marketing expenses decreased by $1.7 million, or 2.5%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, mainly as a result of a $2.3 million decrease in amortization expenses related to acquired intangible assets, which were partially offset by an increase of $0.4 million in salaries and related expenses.

Current wording

Sales and marketing expenses increased by $6.4 million, or 9.9%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, mainly as a result of a $4.8 million increase in salaries and related expenses, and a $3.7 million increase in advertising and promotion expenses related to the launch of Realize, which were partially offset by a decrease of $2.2 million in amortization expenses related to acquired intangible assets.

Previous wording

Revenues increased by $13.5 million, or 3.3%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, mainly as the result of an increase in the number of Scaled Advertisers. This was concentrated in our core native and programmatic advertisers. Revenue per Scaled Advertisers declined year-over-year as the increase in the number of Scaled Advertisers was driven by newer advertisers which generally take longer to scale to the overall group average. From a publisher perspective, new digital property partners contributed approximately $25.7 million of new Revenues on a 12-month run rate basis calculated based on their first full month on the network. 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) decreased by approximately $12.2 million.

Current wording

Revenues increased by $50.8 million, or 6.0%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, mainly as the result of an increase in the number of Scaled Advertisers. This was concentrated in our core native and programmatic advertisers. From a publisher perspective, new digital property partners contributed approximately $54.5 million of new Revenues on a 12-month run rate basis calculated based on their first full month on the network. 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) decreased by approximately $3.7 million.

Previous wording

Traffic acquisition cost increased by $4.7 million, or 1.7%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Current wording

Sales and marketing expenses increased by $4.7 million, or 3.5%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, mainly as a result of a $4.7 million increase in salaries and related expenses, a $2.8 million increase in advertising and promotion expenses related to the launch of Realize, and a $1.7 million increase in sales kick off event, which were partially offset by a decrease of $4.0 million in amortization expenses related to acquired intangible assets.

Previous wording

Finance expenses, net increased by $0.9 million for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, mainly attributable to a $6.6 million increase due to loss on extinguishment of debt which was partially offset by an increase of $2.6 million in foreign currency exchange rate gains, and a decrease of $1.4 million in interest expense, net and a $1.8 million decrease in Warrants liability.

Current wording

Finance expenses, net increased by $4.3 million for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, mainly attributable to a $7.2 million increase due to the establishment of the Revolving Credit Facilityand a $3.1 million decrease in income from Warrants liability revaluation, which was partially offset by a decrease of $3.4 million in interest expenses mainly due to the refinancing of our long-term debt, and a $2.6 million decrease of foreign currency exchange rate.

Previous wording

Our primary cash needs are for working capital, personnel costs, contractual obligations, including payments to digital property partners, office leases and software and information technology costs, capital expenditures for servers and capitalized software develop ment, funding our share buyback program, payment of interest on our revolving loan and other commitments. 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. For the three months ended March 31, 2025 and 2024, we generated cash from operations of $48.1 million and $32.4 million, respectively.

Current wording

Our primary cash needs are for working capital, personnel costs, contractual obligations, including payments to digital property partners, office leases and software and information technology costs, capital expenditures for servers and capitalized software develop ment, funding our share buyback program, payment of interest on our revolving loan and other commitments. 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. For the six months ended June 30, 2025 and 2024, we generated cash from operations of $95.5 million and $72.6 million, respectively.

Previous wording

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. To fund our growth, depending on the magnitude and timing of our growth investments and the size and structure of any possible future acquisition, we may supplement our available cash from operations with issuances of equity or debt securities and/or make other borrowings, which could be material.

Current wording

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. To fund our growth, depending on the magnitude and timing of our growth

Previous wording

As of March 31, 2025 and December 31, 2024, we had $216.2 million and $226.6 million of cash and cash equivalents, respectively, and $1.7 million and $1.7 million in short and long-term restricted deposits, respectively, used, mainly, as security for our lease commitments and $3.8 million of short-term investments as of December 31, 2024. As of March 31, 2025 we did not hold short-term investments. Cash and cash equivalents consist of cash in banks and money market funds. Short-term investments generally consist of bank deposits.

Current wording

As of June 30, 2025 and December 31, 2024, we had $115.2 million and $226.6 million of cash and cash equivalents, respectively, and $1.7 million and $1.7 million in short and long-term restricted deposits, respectively, used, mainly, as security for our lease commitments and $3.8 million of short-term investments as of December 31, 2024. As of June 30, 2025 we did not hold short-term investments. Cash and cash equivalents consist of cash in banks and money market funds. Short-term investments generally consist of bank deposits.

Previous wording

As of March 31, 2025, we had $126.5 million of outstanding principal amount under the Revolving Facility, including $123.3 million used to pay in full the remaining outstanding principal and accrued interest under our prior long-term loan and $3.2 million to pay issuance costs for the 2025 Revolving Credit Agreement. Borrowings under the 2025 Revolving Credit Facility are voluntarily prepayable from time to time without premium or penalty except in certain cases. Borrowings prepaid may be reborrowed prior to maturity of the 2025 Revolving Credit Agreement pursuant to customary conditions and restrictions. All borrowings under the 2025 Revolving Credit Agreement are due at maturity on March 18, 2030.

Current wording

As of June 30, 2025, we had $88.0 million of outstanding principal amount under the Revolving Facility. Borrowings under the 2025 Revolving Credit Facility are voluntarily prepayable from time to time without premium or penalty except in certain cases. Borrowings prepaid may be re-borrowed prior to maturity of the 2025 Revolving Credit Agreement pursuant to customary conditions and restrictions. All borrowings under the 2025 Revolving Credit Agreement are due at maturity on March 18, 2030.

Previous wording

Our board of directors authorized a share buyback program for the repurchase of our outstanding 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. 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 permitted by the Buyback Program, share repurchases may be made from time to time, in privately negotiated transactions or in the open market, including through trading plans intended to comply with Rule 10b5-1, at the discretion of our management and as permitted by securities laws and other legal requirements, including Rule 10b-18 of the Exchange Act. 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.

Current wording

Our board of directors authorized a share buyback program for the repurchase of our outstanding 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. 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. In July 2025, our board of directors authorized up to an additional $200.0 million for use under the Buyback Program. As permitted by the Buyback Program, share repurchases may be made from time to time, in privately negotiated transactions or in the open market, including through trading plans intended to comply with Rule 10b5-1, at the discretion of our management and as permitted by securities laws and other legal requirements, including Rule 10b-18 of the Exchange Act. 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.

Previous wording

During the three months ended March 31, 2025, we repurchased 16.2 million of our shares consisting of 12.1 million Ordinary shares and 4.1 million Non-voting Ordinary shares at an average price of $3.03 per share (excluding broker and transaction fees of $0.3 million). As of March 31, 2025 the Company had remaining authorization from our board of directors to repurchase Ordinary shares up to an aggregate amount of $196.4 million. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, Note 9 and Note 12 of Notes to the Unaudited Consolidated Interim Financial Statements.

Current wording

During the six months ended June 30, 2025, we repurchased 48.2 million of our shares consisting of 36.7 million Ordinary shares and 11.5 million Non-voting Ordinary shares at an average price of $3.09 per share (excluding broker and transaction fees of $0.9 million). As of June 30, 2025, the Company had remaining authorization from our board of directors to repurchase Ordinary shares up to an aggregate amount of $96.3 million. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, Note 9 and Note 12 of Notes to the Unaudited Interim Consolidated Financial Statements.

Previous wording

During the three months ended March 31, 2025 net cash provided by operating activities was $48.1 million, an increase of $15.7 million, compared to $32.4 million for the same period in 2024. The $48.1 million was related to our net loss of $8.8 million adjusted by non-cash charges of $44.5 million and positive changes in working capital of $12.4 million.

Current wording

During the six months ended June 30, 2025, net cash provided by operating activities was $95.5 million, an increase of $22.9 million, compared to $72.6 million for the same period in 2024. The $95.5 million was related to our net loss of $13.1 million adjusted by non-cash charges of $86.3 million and positive changes in working capital of $22.3 million.

Previous wording

The $44.5 million of non-cash charges primarily consisted of depreciation and amortization of $20.7 million, share-based compensation expense related to vested equity awards of $15.5 million, loss on extinguishment of debt of $6.6 million and Commercial agreement asset amortization of $4.0 million, partially offset by decrease of $1.7 million due to revaluation of Warrants liability.

Current wording

The $86.3 million of non-cash charges primarily consisted of depreciation and amortization of $44.4 million, share-based compensation expense related to vested equity awards of $32.1 million, non-cash based Commercial agreement asset amortization expenses of $8.1 million and loss on extinguishment of debt of $6.6 million, partially offset by a $4.7 million of net gains from financing expenses and a decrease of $0.8 million due to revaluation of Warrants liability.

Previous wording

The $12.4 million increase in cash resulting from changes in working capital primarily consisted of a $65.2 million decrease in trade receivables, net and a $4.4 million decrease in prepaid expenses partially offset by $31.8 million decrease in trade payables, net, a $22.2 million decrease in accrued expenses and other current liabilities and a $3.1 million decrease in deferred taxes, net.

Current wording

The $22.3 million increase in cash resulting from changes in working capital primarily consisted of a $74.3 million decrease in trade receivables, net and a $2.7 million decrease in prepaid expenses partially offset by $33.8 million decrease in accrued expenses and other current liabilities, a $19.7 million decrease in trade payables, net and a $4.8 million decrease in deferred taxes, net.

Previous wording

Net cash provided by operating activities of $32.4 million for the three months ended March 31, 2024 was related to our net loss of $26.8 million adjusted by non-cash charges of $41.8 million and changes in working capital of $17.4 million.

Current wording

Net cash provided by operating activities of $72.6 million for the six months ended June 30, 2024, was related to our net loss of $30.4 million adjusted by non-cash charges of $83.6 million and changes in working capital of $19.5 million.

Previous wording

The $41.8 million of non-cash charges consisted of depreciation and amortization of $25.3 million and share-based compensation expense related to vested equity awards of $16.4 million.

Current wording

The $83.6 million of non-cash charges consisted of depreciation and amortization of $51.2 million and share-based compensation expense related to vested equity awards of $34.7 million, partially offset by a decrease of $3.9 million due to revaluation of Warrants liability.

Previous wording

The $17.4 million increase in cash resulting from changes in working capital primarily consisted of a $22.8 million decrease in trade receivables, net and a $9.2 million decrease in prepaid expenses and other assets, partially offset by a $8.3 million decrease in trade payables, a $3.7 million decrease in deferred taxes, net and a $1.5 million decrease in accrued expenses and other liabilities.

Current wording

The $19.5 million increase in cash resulting from changes in working capital primarily consisted of a $24.6 million decrease in trade receivables, net and a $15.0 million decrease in prepaid expenses and other assets, partially offset by a $11.9 million decrease in trade payables, a $7.9 million decrease in deferred taxes, net.

Previous wording

During the three months ended March 31, 2025 net cash used in investing activities was $8.3 million, an increase of $6.7 million, compared to $1.6 million in net cash used in the same period in 2024. Net cash used in investing activities for the three months ended March 31, 2025 primarily consisted of $12.0 million purchase of property and equipment, including capitalized internal-use software, partially offset by $3.8 million proceeds from maturities of short-term investments.

Current wording

During the six months ended June 30, 2025, net cash used in investing activities was $21.5 million, an increase of $8.3 million, compared to $13.2 million in net cash used in the same period in 2024. Net cash used in investing activities for the six months ended June 30, 2025, primarily consisted of $25.3 million purchase of property and equipment, including capitalized internal-use software, partially offset by $3.8 million proceeds from maturities of short-term investments.

Previous wording

Net cash used in investing activities was $1.6 million for the three months ended March 31, 2024, primarily consisted of $5.6 million purchase of property and equipment, including capitalized internal-use software partially, offset by $3.3 million proceeds from maturities of short-term investments.

Current wording

Net cash used in investing activities was $13.2 million for the six months ended June 30, 2024, primarily consisted of $18.2 million purchase of property and equipment, including capitalized internal-use software partially, offset by $5.8 million proceeds from maturities of short-term investments.

Previous wording

During the three months ended March 31, 2025 net cash used in financing activities was $51.2 million, an increase of $22.4 million, compared to $28.8 million net cash used in the same period in 2024. Net cash used in financing activities for the three months ended March 31, 2025 primarily consisted of $122.7 million repayment in full of the long-term loan, $49.3 million repurchase of Ordinary shares, $2.4 million payments on account of repurchase of Ordinary shares and $0.7 million issuance costs for the revolving credit facility, partially offset by $124.0 million proceeds from revolving credit line, net of issuance costs.

Current wording

During the six months ended June 30, 2025, net cash used in financing activities was $190.0 million, an increase of $137.5 million, compared to $52.6 million net cash used in the same period in 2024. Net cash used in financing activities for the six months ended June 30, 2025 primarily consisted of $150.0 million repurchase of ordinary shares and non-voting ordinary shares, $122.7 million repayment in full of the long-term loan, $114.5 million repayment to revolving credit lines, $3.1 million payments on account of repurchase of Ordinary shares, $2.0 million payments of tax withholding for share-based compensation and $0.9 million issuance costs for the revolving credit facility, partially offset by $124.0 million proceeds from revolving credit line, net of issuance costs, $76.0 million borrowing from revolving credit line and $3.2 million exercise of options and vested RSUs.

Previous wording

(1)Borrowings under the 2025 Revolving Credit Facility are voluntarily prepayable from time to time without premium or penalty except in certain cases. All borrowings under the 2025 Revolving Credit Agreement are due at maturity on March 18, 2030. See Note 8 of Notes to the Unaudited Consolidated Interim Financial Statements.

Current wording

(1)Borrowings under the 2025 Revolving Credit Facility are voluntarily prepayable from time to time without premium or penalty except in certain cases. All borrowings under the 2025 Revolving Credit Agreement are due at maturity on March 18, 2030. See Note 8 of Notes to the Unaudited Interim Consolidated Financial Statements.

Previous wording

As of March 31, 2025, we have a provision related to unrecognized tax benefit liabilities totaling $11.1 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.

Current wording

As of June 30, 2025, we have a provision related to unrecognized tax benefit liabilities totaling $11.6 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.