Taboola.com Ltd.

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, 1,900 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.

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 2,100, 2,000 and 1,700 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the third 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 $208,000, $187,000 and $177,000 during the third 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 83% of our Revenues for the third 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 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.

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 continue to evolve and are 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 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.

Current wording

(1)The weighted-average shares used in the computation of the diluted EPS for the three months ended September 30, 2025 and 2024, are 305,679,079 and 342,886,216, respectively, and for the nine months ended September 30, 2025 and 2024, are 318,600,917 and 343,606,187, respectively. The weighted-average shares for the three months ended September 30, 2025 and 2024, included 274,034,553 and 298,675,810 Ordinary shares, and 31,644,526 and 44,210,406 Non-voting Ordinary shares, respectively, and for the nine months ended September 30, 2025 and 2024, includes 281,670,062 and 298,843,067 ,Ordinary shares, and 36,930,855 and 44,763,120, Non-voting Ordinary shares, respectively.

Previous 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.

Current wording

(1)The three and nine months ended September 30, 2025, included $4,126 and $12,245 amortization expense of the non-cash based Commercial agreement asset respectively, and the three and nine months ended September 30, 2024 included $1,390 amortization expense of the non-cash based Commercial agreement asset. See Note 1(b) of Notes to the Unaudited Interim Consolidated Financial Statements.

Previous wording

We calculate Adjusted EBITDA as net income (loss) before finance income (expenses), net, income tax expenses, depreciation and amortization and non-cash amortization of the Commercial agreement asset, further adjusted to exclude share-based compensation including Connexity holdback compensation expenses and other noteworthy income and expense items such as M&A costs and restructuring costs which may vary from period-to-period.

Current wording

We calculate Adjusted EBITDA as net income (loss) before finance income (expenses), net, income tax expenses, depreciation and amortization and non-cash amortization of the Commercial agreement asset, further adjusted to exclude share-

Previous 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.

Current 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.

Previous 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.

Current wording

(1)The nine months ended September 30, 2025, included a write-off of internal use software in the amount of $2,800. The three and nine months ended September 30, 2025 included amortization expenses of the non-cash based Commercial agreement asset in the amount of $4,126 and $12,245, respectively. The three and nine months ended September 30, 2024 included $1,390 amortization expense of the non-cash based Commercial agreement asset. See Note 1(b) of Notes to the Unaudited Interim Consolidated Financial Statements.

Previous 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.

Current wording

(3)The three and nine months ended September 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 in the amount of $1,548 and $4,424, respectively. The nine months ended September 30, 2024 included one-time professional service costs in the amount of $695.

Previous 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.

Current wording

(1)The nine months ended September 30, 2025, included a write-off of internal use software in the amount of $2,800. The three and nine months ended September 30, 2025 included amortization expenses of the non-cash based Commercial agreement asset in the amount of $4,126 and $12,245, respectively. The three and nine months ended September 30, 2024 included $1,390 amortization expense of the non-cash based Commercial agreement asset. See Note 1(b) of Notes to the Unaudited Interim Consolidated Financial Statements.

Previous 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.

Current wording

(3)The three and nine months ended September 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 in the amount of $1,548 and $4,424, respectively. The nine months ended September 30, 2024 included one-time professional service costs in the amount of $695.

Previous wording

(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.

Current wording

(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.

Previous 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.

Current wording

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

Previous wording

Revenues increased by $37.3 million, or 8.7%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, mainly as the result of an increase in the number of Scaled Advertisers which grew 8.5% versus the prior year. This was primarily driven by growth in core native advertisers. From a publisher perspective, new digital property partners contributed approximately $28.8 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) increased by approximately $8.6 million.

Current wording

Revenues increased by $63.8 million, or 14.7%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, mainly as the result of an increase in the Average Revenue per Scaled Advertiser by 10.9% and an increase in the number of Scaled Advertisers which grew 4.4%. The increase in Average Revenue per Scaled Advertiser was in part driven by the testing of ad formats with Yahoo and the recognition of Revenue as an offset to Traffic Acquisition Cost in the three months ended September 30, 2024. From a publisher perspective, new digital property partners contributed approximately $36.7 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) increased by approximately $27.1 million.

Previous 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.

Current wording

Gross profit increased by $6.1 million, or 4.6%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Previous wording

Ex-TAC Gross Profit, a non-GAAP measure, increased by $35.4 million, or 12.3%, for the six months ended June 30, 2025 compared to the six months ended June 30, 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 $10.4 million, or 6.3%%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily benefiting from growth in advertising spend. This was partially offset by a a margin decrease on certain digital property partners including the impact of the testing of ad formats with Yahoo in the three months ended September 30, 2024.

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

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 12% and 21% for the three months ended September 30, 2025 and September 30, 2024, respectively.

Previous 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.

Current wording

Other cost of revenues increased by $1.5 million, or 4.8%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, mainly as a result of a $2.5 million increase in data and hosting expense, and a $0.6 million increase in salaries and related expenses, which were partially offset by a decrease of $1.5 million in depreciation expenses related to our servers due to useful life reassessment.

Previous 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.

Current wording

Sales and marketing expenses increased by $2.3 million, or 3.4%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, mainly as a result of a $2.3 million increase in advertising and promotion expenses related to the launch of Realize.

Previous wording

General and administrative expenses increased by $2.6 million, or 10.5%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, mainly as a result of a $1.7 million increase due to the write-off of internal use software, a $1.1 million increase in salaries and related expenses and a $1.0 million increase in professional fees, rent expenses and Communication and IT services, which were partially offset by a decrease of $1.4 million in share-based compensation.

Current wording

General and administrative expenses increased by$0.8 million, or 3.2%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, mainly as a result of a $0.6 million increase in professional fees and a $0.2 million increase in rent expenses.

Previous 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.

Current wording

Revenues increased by $114.6 million, or 9.0%, for the nine months ended September 30, 2025, compared to the nine months ended September 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 $91.2 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

Previous wording

Gross profit increased by $31.2 million, or 13.9%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.

Current wording

Gross profit increased by $37.3 million, or 10.5%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous 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.

Current wording

Ex-TAC Gross Profit, a non-GAAP measure, increased by $45.8 million, or 10.1% , for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily benefiting from growth in advertising spend as well as a margin increase.

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 were approximately 17% and 18% for the six months ended June 30, 2025 and June 30, 2024, respectively.

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 15% and 19% for the nine months ended September 30, 2025 and September 30, 2024, respectively.

Previous wording

Other cost of revenues decreased by $3.9 million, or 6.0%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily as a result of a $4.8 million decrease in digital service tax expenses and a $3.2 million decrease in depreciation expenses related to our servers due to useful life reassessment, which were partially offset by an increase of $3.6 million in hosting and IT related expenses, and a $0.6 million increase in salaries and related expenses.

Current wording

Other cost of revenues decreased by $2.3 million, or 2.4%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, primarily as a result of a $4.8 million decrease in digital service tax expenses and a $4.7 million decrease in depreciation expenses related to our servers due to useful life reassessment, which were partially offset by an increase of $6.1 million in data, hosting and and IT related expenses, and a $1.1 million increase in salaries and related expenses.

Previous wording

Research and development expenses increased by $4.2 million, or 12.6%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, mainly as a result of a $3.9 million increase in salaries and related expenses and a $1.0 million increase in IT services, which were partially offset by a decrease of $0.7 million depreciation expenses related to our servers.

Current wording

Research and development expenses increased by $5.0 million, or 4.7%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, mainly as a result of a $5.8 million increase in salaries and related expenses, and a $0.8 million increase in IT services, and a $0.6 million increase in rent expenses, which were partially offset by a decrease of $1.9 million depreciation expenses related to our servers, and a $0.5 decrease in share-based compensation expenses.

Previous 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.

Current wording

Sales and marketing expenses increased by $7.0 million, or 3.5%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, mainly as a result of a $7.0 million increase in salaries and related expenses, a $5.2 million increase in advertising and promotion expenses related to the launch of Realize, and a $1.7 million increase in sales kick off event expenses, which were partially offset by a decrease of $6.8 million in amortization expenses related to acquired intangible assets.

Previous wording

General and administrative expenses increased by $2.9 million, or 6.2%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, mainly as a result of a $1.9 million increase in professional fees, a $1.7 million increase due to the write-off of internal use software, and a $1.3 million increase in salaries and related expenses, which were offset by a decrease of $2.1 million in share-based compensation expenses.

Current wording

General and administrative expenses increased by $3.7 million, or 5.2%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, mainly as a result of a $2.5 million increase in professional fees, and a $1.1 million increase in salaries and related expenses.

Previous 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.

Current wording

Finance expenses, net increased by$2.8 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024, mainly attributable to a $7.5 million increase resulting from the establishment of the Revolving Credit Facility, which was partially offset by a decrease of $5.0 million in interest expenses mainly due to the refinancing of our long-term debt.

Previous wording

Tax expenses decreased by $2.1 million (which led to $0.1 million tax benefit) for the six months ended June 30, 2025, compared to thesix months ended June 30, 2024. In 2025, we introduced a full-year effective tax rate (ETR) methodology to better align our tax reporting with long-term operational performance. This approach provides a more consistent view of our underlying profitability, but it can also create some variability in quarterly tax results particularly in years with dynamic growth, evolving geographic mix, or discrete tax events. Quarterly fluctuations in our tax expense and ETR are not necessarily reflective of changes in our core business. This year decrease is also attributable to the company seasonality results, the decrease in the company intangibles.

Current wording

Tax expenses decreased by $10.2 million for the nine months ended September 30, 2025, compared to thenine months ended September 30, 2024. In 2025, we introduced a full-year effective tax rate (ETR) methodology to better align our tax reporting with long-term operational performance. This approach provides a more consistent view of our underlying profitability, but it can also create some variability in quarterly tax results particularly in years with dynamic growth, evolving geographic mix, or discrete tax events. Quarterly fluctuations in our tax expense and ETR are not necessarily reflective of changes in our core business. This decrease is also attributable to the Company’s seasonality trends and the decrease in the Company’s intangible assets.

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 six months ended June 30, 2025 and 2024, we generated cash from operations of $95.5 million and $72.6 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 nine months ended September 30, 2025 and 2024, we generated cash from operations of $148.7 million and $122.4 million, respectively.

Previous 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.

Current wording

As of September 30, 2025 and December 31, 2024, we had $115.5 million and $226.6 million of cash and cash equivalents, 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 and $3.8 million of short-term investments as of December 31, 2024. As of September 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 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.

Current wording

As of September 30, 2025, we had $74.0 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. 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.

Current wording

Our board of directors authorized a share buyback program for the repurchase of our outstanding Ordinary shares 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. 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 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.

Current wording

During the nine months ended September 30, 2025, we repurchased 58.3 million of our shares consisting of 44.5 million Ordinary shares and 13.8 million Non-voting Ordinary shares at an average price of $3.15 per share (excluding broker and transaction fees of $1.1 million). As of September 30, 2025, the Company had remaining authorization from our board of directors to repurchase Ordinary shares and Non-Voting Ordinary shares up to an aggregate amount of $261.9 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 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.

Current wording

During the nine months ended September 30, 2025, net cash provided by operating activities was $148.7 million, an increase of $26.3 million, compared to $122.4 million for the same period in 2024. The $148.7 million was related to our net loss of $7.9 million adjusted by non-cash charges of $125.0 million and positive changes in working capital of $31.6 million.

Previous 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.

Current wording

The $125.0 million of non-cash charges primarily consisted of depreciation and amortization of $64.8 million, share-based compensation expense related to vested equity awards of $47.8 million, Commercial agreement asset amortization expenses of $12.2 million and loss on extinguishment of debt of $6.6 million, partially offset by a $4.9 million of net gains from financing expenses and a decrease of $2.5 million due to revaluation of Warrants liability.

Previous 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.

Current wording

The $31.6 million increase in cash resulting from changes in working capital primarily consisted of a $61.2 million decrease in trade receivables, net and a $0.9 million decrease in prepaid expenses partially offset by $21.1 million decrease in accrued expenses and other current liabilities, a $7.6 million decrease in trade payables, net and a $5.5 million decrease in deferred taxes, net.

Previous 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.

Current wording

Net cash provided by operating activities of $122.4 million for the nine months ended September 30, 2024, was related to our net loss of $36.9 million adjusted by non-cash charges of $124.8 million and changes in working capital of $34.5 million.

Previous 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.

Current wording

The $124.8 million of non-cash charges consisted of depreciation and amortization of $76.0 million, share-based compensation expense related to vested equity awards of $51.9 million and Commercial agreement asset amortization of $1.4 million, partially offset by decrease of $4.6 million due to revaluation of Warrants liability.

Previous 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.

Current wording

The $34.5 million increase in cash resulting from changes in working capital primarily consisted of a $23.8 million decrease in prepaid expenses and other assets, $23.0 million increase in accrued expenses and other liabilities and $13.0 million decrease in trade receivables, net, partially offset by a $12.9 million decrease in trade payables and $11.0 million decrease in deferred taxes, net.