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Taboola.com Ltd.

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

TBLA$2.00-7.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-26.

0001840502-25-000019

Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-25.

0001840502-26-000004

Item 7. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 198 previous paragraphs and 178 current paragraphs.

133 unchanged; 29 reworded; 16 added; 35 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

The Company expects to recognize a pre-tax gain of approximately $77.6 millions, net of legal fees and other related expenses, in its consolidated statement of operations for the fiscal quarter ending March 31, 2026. This gain results from a binding settlement agreement signed on February 5, 2026 resulting from a legal matter in which the Company acted as the plaintiff.

Current report

(1)The years ended December 31, 2025 and 2024, included $16,372 and $2,832 amortization expense of the non-cash based Commercial agreement asset, respectively. See Note 1b of Notes to the Consolidated Financial Statements.

Current report

(1)Represents total finance expenses including $6,597 loss on extinguishment of debt.

Current report

(1)The years ended December 31, 2025 and December 31, 2024, included $16,372 and $2,832 amortization expense of the non-cash based Commercial agreement asset, respectively. See Note 1b of Notes to the Consolidated Financial Statements.

Current report

Ex-TAC Gross Profit, a non-GAAP measure, increased by$46.0 million, or 6.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily benefiting from growth in advertising spend. 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 last six months of the year ended December 31, 2024.

Current report

Other cost of revenues decreased by$2.8 million, or 2.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily as a result of a$6.5 million decrease in depreciation expenses related to our servers due to useful life reassessment, a$5.8 million decrease in digital service tax expenses, and a$1.3 million decrease in consultancy fees, which were partially offset by an increase of$8.9 million in data, hosting and and IT related expenses, and a$1.7 million increase in salaries and related expenses.

Current report

Research and development expenses increased by$5.6 million, or 3.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, mainly as a result of a$4.4 million increase in salaries and related expenses, a$1.5 million increase in IT services, and a$1.2 million increase in rent expenses, which were partially offset by a decrease of$1.7 million depreciation expenses related to our servers due to useful life reassessment.

Current report

Sales and marketing expenses increased by$6.7 million, or 2.5%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, mainly as a result of a$7.8 million increase in salaries and related expenses, a$7.6 million increase in advertising and promotion expenses mainly related to the launch of Realize, which were partially offset by a decrease of$9.4 million in amortization expenses related to acquired intangible assets.

Current report

General and administrative expenses increased by $4.9 million, or 5.0%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, mainly as a result of a $6.9 million increase in professional and legal expenses primarily related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations, which were partially offset by a decrease of $2.3 million in share-based compensation expenses mainly due to the completion of Connexity holdback compensation obligations.

Current report

In connection with the establishment of the Revolving Credit Facility and the full repayment of the loan under the 2021 Credit Agreement, the Company recognized a loss on extinguishment of debt of $4.7 at the Closing Date. See Note 11 of Notes to the Consolidated Financial Statements.

Current report

Tax expense decreased by $27.2 million, or 153.8%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. This decrease was primarily driven by the Company’s expected transition to sustained profitability and generating sufficient future taxable income to utilize its deferred tax assets.

Current report

As of December 31, 2025, we had $102.3 million of outstanding principal amount under the Revolving Facility. Borrowings under the Revolving 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 report

In connection with the establishment of the Revolving Facility and the repayment in full of the loan under the 2021 Credit Agreement, previously capitalized debt issuance costs totaling $6,597, consisting of $6,004 and $593, related to the 2021 Credit Agreement and the 2022 Revolving Credit Agreement, respectively, were recognized as loss on extinguishment of debt at the Closing Date. See Note 11 of Notes to the Consolidated Financial Statements.

Current report

During the year ended December 31, 2025, Net cash used in financing activities was $277.3 million, primarily consisting of $255.4 million repurchase of Shares, $122.7 million repayment in full of the long-term loan, $6.0 million payments of tax withholding for share-based compensation, $0.9 million payments on account of Ordinary shares repurchases, and $0.9 million issuance costs for the 2025 Revolving Facility, partially offset by $99.8 million, net proceeds from Revolving Facility and $8.9 million exercise of options.
Removed paragraphs (35)

Previous report

On February 26, 2025, Taboola announced a new focus beyond native advertising, a powerful new technology platform called Realize and opened Realize for all advertisers.

Previous report

Taboola has been a market leader in native advertising for more than a decade, driving success for advertisers, primarily in “bottom-of-article” placements. Taboola is now extending beyond this legacy with the introduction of Realize, a platform that specializes in performance outcomes at scale beyond search and social.

Previous report

Realize leverages our unique data, performance AI and an increasingly diverse range of inventory and creative formats to achieve performance objectives

Previous report

(2)Costs associated with the Company’s cost restructuring program implemented in September 2022.

Previous report

(1)The year ended December 31, 2024, includes one-time write-off of internal use software in the amount of $3,038. See Note 9 of Notes to the Consolidated Financial Statements. The year ended December 31, 2024 included $2,832 amortization expense of the non-cash based Commercial agreement asset. See Note 1b of Notes to the Unaudited Consolidated Interim Financial Statements.

Previous report

(2)Costs associated with the Company’s cost restructuring program implemented in September 2022.

Previous report

Ex-TAC Gross Profit, a non-GAAP measure, increased by$131.7 million, or 24.6%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily due to revenue from advertisers transferred from Yahoo, as well as growth in spend from existing Taboola advertisers.

Previous report

Other cost of revenues increased by$20.2 million, or 18.3%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, mainly due to a$13.9 million increase in data, content, communication and IT related expenses,$3.1 million increase in depreciation expenses related to new product innovation and$2.7 million increase in digital service tax expenses.

Previous report

Research and development expenses increased by$6.2 million, or 4.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily attributable to an increase of$4.4 million in employee and subcontractor headcount and related costs, including share-based compensation expenses, reflecting our continued effort to enhance our product offerings and a$1.7 million increase in depreciation expenses.

Previous report

Sales and marketing expenses increased by$22.2 million, or 9.0%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily attributed to$24.3 million increase in employee and subcontractor headcount and related costs, including share-based compensation expenses, supporting our growth partially offset by a decrease in amortization expenses of$3.2 million .

Previous report

General and administrative expenses decreased by$9.4 million, or 8.8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023, primarily attributed to a decrease of$2.3 million in insurance expenses in connection with the Yahoo partnership, a decrease of$2.4 million in credit losses expenses and a decrease of$6.1 million in employee and subcontractors related costs, including share-based compensation expenses, and, partially offset by an increase of $1.0 million in depreciation expenses.

Previous report

Tax expense increased by $12.2 million, or 221.8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. This increase was primarily driven by higher taxable income overall as well as adjustments in deferred tax expenses related to the U.S. entity.

Previous report

In the years ended December 31, 2024 and 2023 we voluntarily prepaid the principal amount of debt outstanding under our long-term loan of $30.0 million and $79.3 million, respectively. We will consider the repurchase and retirement of additional debt based on, among other factors, our working capital and capital expenditures needs, liquidity position and possible alternative uses of cash.

Previous report

As of December 31, 2024, the outstanding principal amount related to our long-term loan, following the voluntary prepayments, was $122.7 million.

Previous report

During the year ended December 31, 2023, Net cash used in financing activities was $134.6 million, primarily consisting of $82.3 million in repayments of our long-term loan and $55.5 million in repurchases of Ordinary shares, partially offset by $7.0 million received from exercised options.

Previous report

We recognize the cost of share-based awards granted to employees and directors based on the estimated grant-date fair value of the awards. We elected to recognize share-based compensation costs on a straight-line method for awards subject to graded vesting based only on a service condition and the accelerated method for awards that are subject to a performance condition. The compensation expense associated with performance based RSUs is adjusted based on the probability of achieving performance targets. Forfeitures are accounted for as they occur.

Previous report

For additional information regarding share-based compensation and the assumptions used for determining the fair value of Share options awards, refer to Note 2 and Note 14 of Notes to the Consolidated Financial Statements in this Annual Report.
Reworded paragraphs (29)

Previous wording

Taboola is a technology company that helps businesses grow by placing ads on publisher sites, mobile apps, and devices, which we collectively refer to as digital properties. We operate outside of the major search and social media walled gardens such as Meta, Google, and Amazon. Thousands of Advertisers trust us to drive growth, while approximately 11,000 digital property partners, including NBCNews, Disney, Yahoo, and Apple, rely on us for monetization and audience growth. Our scale is meaningful - we reach approximately 600 million people a day, gaining real-time insight into what people read and buy. This gives us unique “pulse of the internet” data - which alongside our artificial intelligence (AI) - is our competitive advantage and helps our advertiser clients achieve exceptional returns on their advertising spend.

Current wording

Taboola is a technology company that helps businesses grow by placing ads on publisher sites, mobile apps, and devices, which we collectively refer to as digital properties. We operate outside of the major search and social media walled gardens such as Meta, Google, and Amazon. Thousands of Advertisers trust us to drive growth, while approximately 14,000 digital property partners, including NBCNews, Disney, Yahoo, and Apple, rely on us for monetization and audience growth. Our scale is meaningful - we reach over 600 million people a day, gaining real-time insight into what people read and buy. This gives us unique “pulse of the internet” data - which alongside our artificial intelligence (AI) - is our competitive advantage and helps our advertiser clients achieve exceptional returns on their advertising spend.

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. Due to our multi-year exclusive contracts and high retention rates, our supply is relatively consistent and predictable. We had approximately 14,000, 11,000 and 12,000 digital property partners in the fourth quarter of 2025, 2024 and 2023, respectively.

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

As a result of the launch of our Realize performance platform in February 2025, we expect a growing portion of our business to be tied to inventory where we bid for ad placements, primarily on sites where we have a first party data advantage.

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 2,100, 1,800 and 1,800 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the fourth quarters of 2024, 2023 and 2022, respectively. In an effort to also measure how we are growing our advertising spend with each Scaled Advertiser, we have introduced an Average Revenue per Scaled Advertiser performance measure. Average Revenue per Scaled Advertiser is calculated as the aggregate cumulative gross spend of all Scaled Advertisers for a given period divided by the number of Scaled Advertisers for that period. The Average Revenue per Scaled Advertiser was approximately $199,000, $198,000 and $175,000 during the fourth quarters of 2024, 2023 and 2022, respectively. A large portion of our revenue comes from Scaled Advertisers. The Revenue contribution from Scaled Advertisers represented 85%, 83% and 82% of our Revenues for the fourth quarters of 2024, 2023 and 2022, respectively. These performance Advertisers use our service when they obtain a sufficient return on ad spend to justify their ad spend. 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 2,200, 2,100 and 1,800 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the fourth quarters of 2025, 2024 and 2023, respectively. In an effort to also measure how we are growing our advertising spend with each Scaled Advertiser, we have introduced an Average Revenue per Scaled Advertiser performance measure. Average Revenue per Scaled Advertiser is calculated as the aggregate cumulative gross spend of all Scaled Advertisers for a given period divided by the number of Scaled Advertisers for that period. The Average Revenue per Scaled Advertiser was approximately $204,000, $200,000 and $198,000 during the fourth quarters of 2025, 2024 and 2023, respectively. A large portion of our revenue comes from Scaled Advertisers. The Revenue contribution from Scaled Advertisers represented 84%, 85% and 83% of our Revenues for the fourth quarters of 2025, 2024 and 2023, respectively. These performance Advertisers use our service when they obtain a sufficient return on ad spend to justify their ad spend. 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

(1)The year ended December 31, 2024, includes one-time write-off of internal use software in the amount of $3,038. See Note 9 of Notes to the Consolidated Financial Statements. The year ended December 31, 2024 included $2,832 amortization expense of the non-cash based Commercial agreement asset. See Note 1b of Notes to the Consolidated Financial Statements.

Current wording

(2)The years ended December 31, 2025 and December 31, 2024, included write-off of internal use software in the amount of $2,800 and $3,038, respectively. See Note 7 of Notes to the Consolidated Financial Statements. The years ended December 31, 2025 and December 31, 2024, included $16,372 and $2,832 amortization expense of the non-cash based Commercial agreement asset, respectively. See Note 1b of Notes to the Consolidated Financial Statements.

Previous wording

(4)The year ended December 31, 2024, includes $1,830 related to excess termination expenses from a headcount reduction due to the launch of Realize, $1,664 in professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations and certain one-time professional service costs. The year ended December 31, 2023, includes one-time costs related to the Commercial agreement.

Current wording

(4)The year ended December 31, 2025 and December 31, 2024, includes professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations in the amount of $6,907 and $1,664. See Note 19 of Notes to the Consolidated Financial Statements. The year ended December 31, 2024, also includes $1,830 related to excess termination expenses from a headcount reduction due to the launch of Realize and one-time professional services costs. The year ended December 31, 2023, includes one-time costs related to the Commercial agreement.

Previous wording

(3)Represents share-based compensation due to holdback of Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.

Current wording

(2)Represents share-based compensation due to holdback of Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.

Previous wording

(4)The year ended December 31, 2024, includes $1,830 related to excess termination expenses from a headcount reduction due to the launch of Realize, $1,664 in professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations and certain one-time professional service costs. The year ended December 31, 2023, includes one-time costs related to the Commercial agreement.

Current wording

(3)The year ended December 31, 2025 and December 31, 2024, includes professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations in the amount of $6,907 and $1,664. See Note 19 of Notes to the Consolidated Financial Statements. The year ended December 31, 2024, also includes $1,830 related to excess termination expenses from a headcount reduction due to the launch of Realize and one-time professional services costs. The year ended December 31, 2023, includes one-time costs related to the Commercial agreement.

Previous wording

(5)Represents foreign currency exchange rate gains or losses related to the remeasurement of monetary assets and liabilities to the Company’s functional currency using exchange rates in effect at the end of the reporting period.

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

(1)The year ended December 31, 2024 included $2,832 amortization expense of the non-cash based Commercial agreement asset. See Note 1b of Notes to the Consolidated Financial Statements.

Current wording

(5) See Note 11 of Notes to the Consolidated Financial Statements.

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 increase selling and marketing expenses 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 spend to support the overall growth in our business.

Previous wording

As of December 31, 2024, we have an accumulated tax loss carry-forward of approximately $23.8 million in Israel and $1.4 million federal tax in the U.S. Those tax losses can be offset indefinitely. Non-Israeli subsidiaries are taxed according to the tax laws in their respective jurisdictions.

Current wording

As of December 31, 2025, we have an accumulated tax loss carry-forward of approximately $1.2 million federal tax in the U.S. Those tax losses can be offset indefinitely. Non-Israeli subsidiaries are taxed according to the tax laws in their respective jurisdictions.

Previous wording

Revenues increased by $326.5 million, or 22.7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. New digital property partners contributed approximately $291.7 million of new Revenues on a 12-month run rate basis calculated based on their first full month on the network, a majority of which is related to Yahoo supply. Existing digital property partners, including the growth of new digital property partners (beyond the revenue contribution determined based on the run-rate revenue generated by the partners when they are first on-boarded) increased by approximately $34.8 million. This increase was primarily driven by continued growth on Yahoo supply partially mitigated by lower advertiser rates on existing digital property partners due to spend being served on new Yahoo supply added to the network.

Current wording

Revenues increased by $145.8 million, or 8.3%, for the year ended December 31, 2025 compared to the year ended December 31, 2024, mainly as the result of an increase in the number of Scaled Advertisers which grew 6.2% and the Average Revenue per Scaled Advertiser by 2.4%. 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 last six months of the year ended December 31, 2024. From a publisher perspective, new digital property partners contributed approximately $134.9 million of new Revenues on a 12-month run rate basis calculated based on their first full month on the network. Existing digital property partners, including the growth of new digital property partners (beyond the revenue contribution determined based on the run-rate revenue generated by the partners when they are first on-boarded) increased by approximately $10.9 million.

Previous wording

Cost of revenues increased by $217.9 million, or 21.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. Most of the increase in Cost of revenues was driven by Traffic acquisition cost, which increased by $197.7 million, or 21.9%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The cost of guarantees (total payments due under guarantee arrangements in excess of amounts the Company would otherwise be required to pay under revenue sharing arrangements) as a percentage of traffic acquisition costs were approximately 18% and 19% for the years ended December 31, 2024 and December 31, 2023, respectively.

Current wording

Cost of revenues increased by $110.5 million, or 9.0%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. Most of the increase in Cost of revenues was driven by traffic acquisition cost, which increased by $113.3 million, or 10.3%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The cost of guarantees (total payments due under guarantee arrangements in excess of amounts the Company would otherwise be required to pay under revenue sharing arrangements) as a percentage of traffic acquisition costs were approximately 15% and 18% for the years ended December 31, 2025 and December 31, 2024, respectively.

Previous wording

Gross profit increased by$108.7 million, or 25.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Current wording

Gross profit increased by$35.3 million, or 6.6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Previous wording

Finance expenses, net decreased by$0.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023, mainly attributable to $2.1 million Warrants liability revaluation and $5.3 million decrease in interest expense due to the voluntary repayments of a portion of the long-term loan in 2024 and lower average interest rates, partially offset by an increase of $6.6 million in Foreign currency exchange rate gains, net.

Current wording

Finance expenses, net decreased by $7.3 million for the year ended December 31, 2025 compared to the year ended December 31, 2024, attributable to $4.2 million decrease in Foreign currency exchange rate loss, net, and a $3.6 million decrease in interest expenses due to the refinancing of our long-term debt.

Previous wording

Income (loss) before income taxes increased by$90.5 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023, as a result of the factors described above.

Current wording

Income before income taxes increased by$18.8 million, for the year ended December 31, 2025 compared to the year ended December 31, 2024, as a result of the factors described above.

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 development, payment of interest and required principal payments on our long-term 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. We generated cash from operations for the years ended December 31, 2024, 2023, and 2022 of $184.3 million, $84.4 million, and $53.5 million, respectively.

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 development, payment of interest and required principal payments on our long-term 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. We generated cash from operations for the years ended December 31, 2025, 2024, and 2023 of $208.4 million, $184.3 million, and $84.4 million, respectively.

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 may 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.

Previous wording

As of December 31, 2024 and 2023, we had $230.4 million and $181.8 million of cash, cash equivalents and short-term investments, respectively, and $1.7 million and $5.7 million in short and long-term restricted deposits, respectively, used, mainly, as security for our lease commitments. Cash and cash equivalents consist of cash in banks and highly liquid marketable securities investments and money market account and funds, with an original maturity of three months or less at the date of purchase and are readily convertible to known amounts of cash. Short-term investments generally consist of U.S. government treasuries, commercial paper, corporate debt securities, and U.S. agency bonds.

Current wording

As of December 31, 2025 and 2024, we had $120.9 million and $230.4 million of cash, cash equivalents and short-term investments, respectively, and $1.5 million and $1.7 million in short and long-term restricted deposits, respectively, used, mainly, as security for our lease commitments. Cash and cash equivalents consist of cash in banks and highly liquid marketable securities investments and money market account and funds, with an original maturity of three months or less at the date of purchase and are readily convertible to known amounts of cash. Short-term investments generally consist of U.S. government treasuries, commercial paper, corporate debt securities, and U.S. agency bonds.

Previous wording

On August 9, 2022 we entered into an incremental revolving credit facility amendment to our existing senior secured credit agreement (the “Amended Credit Agreement”). The Amended Credit Agreement provides for borrowings in an aggregate principal amount of up to $90 million (the “Revolving Facility”). The proceeds of the Revolving Facility can be used to finance working capital needs and general corporate purposes. Borrowings under the Revolving Facility are subject to customary borrowing conditions and will bear interest at a variable annual rate based on Term SOFR or Base Rate plus a fixed margin. The Amended Credit Agreement also contains customary representations, covenants and events of default as well as a financial covenant, which places a limit on our allowable net leverage ratio. As of December 31, 2024, we had no outstanding borrowings under the Revolving Facility.

Current wording

On March 18, 2025, we entered into a revolving credit facility (the “2025 Revolving Credit Agreement”), which provides for borrowings in an aggregate principal amount of up to $270.0 million (the “Revolving Facility”). The proceeds of the Revolving Facility can be used to finance working capital needs and general corporate purposes. Borrowings under the Revolving Facility are subject to customary borrowing conditions and will bear interest at a variable annual rate based on Term SOFR or Base Rate plus a fixed margin. The 2025 Revolving Credit Agreement also contains customary representations, covenants and events of default as well as a financial covenant, which places a limit on our allowable net leverage ratio. As of December 31, 2025, the Company was in compliance with the Revolving Facility covenants.

Previous wording

In May 2023, our Board authorized a share buyback program for the repurchase of up to $40.0 million of the Company’s outstanding Shares, with no expiration date (the “Buyback Program”). In November 2023, our Board authorized up to an additional $40.0 million of buybacks under the Buyback Program and in February 2024, the Board authorized up to $100.0 million for use under the Buyback Program, including any remaining authority from the November 2023 Board authorization. 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 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 year ended December 31, 2024, we repurchased 18.3 million Shares, consisting of 17.3 million Ordinary shares, and 1.0 million Non-voting Ordinary shares (see Note 18) at an average price of $4.06 per share (excluding broker and transaction fees of $0.4 million). As of December 31, 2024 the Company had remaining authorization to repurchase shares up to an aggregate amount of $45.6 million.

Current wording

During the year ended December 31, 2025, we repurchased 76.9 million Shares, consisting of 62.7 million Ordinary shares, and 14.2 million Non-voting Ordinary shares (see Note 16) at an average price of $3.3 per share (excluding broker and transaction fees of $1.4 million). As of December 31, 2025 the Company had remaining authorization to repurchase shares up to an aggregate amount of $191.4 million.

Previous wording

During the year ended December 31, 2023 Net cash provided by operating activities of $84.4 million was related to our net loss of $82.0 million adjusted by positive adjustments of non-cash charges of $161.7 million and net cash outflows of $4.7 million provided by changes in working capital.

Current wording

During the year ended December 31, 2025, Net cash provided by operating activities of $208.4 million was related to our net income of $42.3 million adjusted by positive adjustments of non-cash charges of $164.8 million and net cash inflows of $1.3 million provided by changes in working capital.

Previous wording

The $161.7 million of non-cash charges primarily consisted of depreciation and amortization of $96.5 million and share-based compensation expense related to vested equity awards of $64.3 million.

Current wording

The $164.7 million of non-cash charges primarily consisted of depreciation and amortization of $83.5 million, share-based compensation expense related to vested equity awards of $63.9 million, and amortization expense relate to the non-cash based Commercial agreement asset of $16.4, partially offset by $2.9 million of Warrants liability devaluation.

Previous wording

The $4.7 million increase in cash resulting from changes in working capital primarily consisted of a $36.6 million increase in trade payables, $25.2 million increase in accrued expenses and other current liabilities and other long-term liabilities and $5.9 million decrease in prepaid expenses and other current assets and long-term prepaid expenses, partially offset by a $49.6 million increase in trade receivables, net and $15.5 million decrease in deferred taxes, net.

Current wording

The $1.3 million increase in cash resulting from changes in working capital primarily consisted of a $9.9 million decrease in trade receivables, partially offset by a $8.6 million increase in prepaid expenses and other current assets and long-term prepaid expenses.

Previous wording

During the year ended December 31, 2024, Net cash provided by operating activities of $184.3 million was related to our net loss of $(3.8) million adjusted by positive adjustments of non-cash charges of $173.6 million and net cash inflows of $14.5 million provided by changes in working capital.

Current wording

During the year ended December 31, 2024 Net cash provided by operating activities of $184.3 million was related to our net loss of $3.8 million adjusted by positive adjustments of non-cash charges of $173.6 million and net cash inflows of $14.5 million provided by changes in working capital.

Previous wording

During the year ended December 31, 2023, Net cash provided by investing activities was $59.6 million, primarily consisting of $114.5 million proceeds from maturities of short-term investments, partially offset by $32.1 million purchase of property and equipment, including capitalized internal-use software and $22.0 million purchase of short-term investments..

Current wording

During the year ended December 31, 2025, Net cash used by investing activities was $40.9 million, primarily consisting of $44.9 million purchase of property and equipment, including capitalized internal-use software , partially offset by $4.0 million proceeds from maturities of short-term investments.

Previous wording

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty. The table above does not reflect any reduction for prepaid obligations as of December 31, 2024. As of December 31, 2024, we have a provision related to unrecognized tax benefit liabilities totaling $10.2 million and other provisions related to severance pay and contribution plans, which have been excluded from the table above as we do not believe it is practicable to make reliable estimates of the periods in which payments for these obligations will be made.

Current wording

The commitment amounts in the table above are associated with contracts that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. The table does not include obligations under agreements that we can cancel without a significant penalty. The table above does not reflect any reduction for prepaid obligations as of December 31, 2025. As of December 31, 2025, we have other provisions related to severance pay and contribution plans, which have been excluded from the table above as we do not believe it is practicable to make reliable estimates of the periods in which payments for these obligations will be made.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

In February 26, 2025, our Board authorized up to an additional $200.0 million for use under the Buyback Program, subject to satisfying required conditions under the Israeli Companies Law and the Companies Regulations.