Skip to main content

Taboola.com Ltd.

For the period ended Mar 31, 2026. Filed May 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 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-Q

Period ended 2025-09-30; filed 2025-11-05.

0001840502-25-000081

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001840502-26-000009

Item 2. 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 170 previous paragraphs and 155 current paragraphs.

103 unchanged; 36 reworded; 13 added; 25 removed; 6 previous and 3 current paragraphs rearranged.

Tables are not compared: 10 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 (13)

Current report

Global economic and geopolitical conditions remain volatile, driven by persistent inflation, fluctuating interest rates, and ongoing conflicts in the Middle East and Ukraine. Throughout 2025 and into the first quarter of 2026, the global trade landscape has shifted significantly due to the implementation of U.S. tariffs and subsequent retaliatory measures from foreign trade partners. These evolving trade policies are difficult to predict, and their ultimate impact will depend on the final scope, timing, and potential exclusions of specific duties. While we are closely monitoring these macroeconomic headwinds, we cannot yet

Current report

(1)The three months ended March 31, 2026 and 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 report

(1)The three months ended March 31, 2026 and 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 report

(2)The three months ended March 31, 2026 included a pre-tax income of approximately $77,000, net of legal fees and other related expenses related to a binding settlement agreement regarding a legal matter in which the Company acted as the plaintiff.

Current report

(1)The three months ended March 31, 2026 and 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 report

(2)The three months ended March 31, 2026 included a pre-tax income of approximately $77,000, net of legal fees and other related expenses related to a binding settlement agreement regarding a legal matter in which the Company acted as the plaintiff.

Current report

Total cost of revenues increased by $28.6 million, or 9.3%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Current report

Traffic acquisition cost increased by $22.6 million, or 8.1%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Current report

Other cost of revenues increased by $6.1 million, or 21.3%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, mainly as a result of $2.3 million increase in digital service tax expenses, a $2.0 million increase in content cost expenses, a $1.3 million increase in depreciation expenses and hosting.

Current report

Research and development expenses increased by $3.6 million, or 10.1%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, mainly as a result of $3.5 million increase in salaries and related expenses.

Current report

General and administrative expenses increased by $1.3 million, or 5.6%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily attributable to $1.3 million increase in salaries and related expenses.

Current report

Finance expenses, net decreased by $4.3 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, mainly attributable due to a $6.6 million loss on extinguishment of debt recognized in the prior year, which was partially offset by a decrease of $1.3 million due to revaluation of Warrants liability, and a $0.8 million decrease in foreign currency exchange rate gains.

Current report

Tax expenses increased by $12.1 million (which led to $10 million tax expense) for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This increase is attributable to income from a one time legal settlement income.
Removed paragraphs (25)

Previous report

(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 report

(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 report

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

Previous report

(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 report

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

Previous report

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 report

Total cost of revenues increased by $57.6 million, or 19.2%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Previous report

Traffic acquisition cost increased by $56.1 million, or 20.9%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Previous report

Traffic acquisition cost increased at a rate higher than revenue primarily due to 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.

Previous report

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 report

Research and development expenses increased by $1.1 million, or 3.1%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, mainly as a result of a $1.6 million increase in salaries and related expenses, and a $0.3 million increase in rent expenses, which were partially offset by a decrease of $0.8 million depreciation expenses related to our servers.

Previous report

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 report

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 report

Finance income (expenses), net decreased by$1.6 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily attributable to a $1.6 million decrease in interest expenses due to the refinancing of our long-term debt.

Previous report

Tax expenses decrease by$8.1 million for the three months ended September 30, 2025, compared to the three 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 report

Comparison of the Nine months ended September 30, 2025 and 2024

Previous report

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 report

Total cost of revenues increased by $77.2 million, or 8.4%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous report

Traffic acquisition cost increased by $79.6 million, or 9.7%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

Previous report

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 report

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 report

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 report

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 report

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 report

Net cash used in financing activities was $62.3 million for the nine months ended September 30, 2024, primarily consisting of $64.5 million repurchase of Ordinary shares and Non-voting Ordinary shares and $2.4 million payment of tax withholding for share-based compensation expenses, partially offset by $5.7 million in proceeds received from exercise of options and vested RSU.
Reworded paragraphs (36)

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 12,000 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

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.

Current wording

determine if these factors will have a material impact on our business operations or financial results during the remainder of 2026.

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. However, as a result

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 12,000, 11,000 and 12,000 digital property partners in the first quarter of 2026, 2025 and 2024, respectively.

Previous 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.

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, 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.

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 1,800 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the first quarters of 2026, 2025 and 2024, 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 $193,000, $184,000 and $191,000 during the first quarters of 2026, 2025 and 2024, respectively. A large portion of our revenue comes from Scaled Advertisers. The Revenue contribution from Scaled Advertisers represented 85%, 86% and 84% of our Revenues for the first quarters of 2026, 2025 and 2024, 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 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.

Current wording

(1)The weighted-average shares used in the computation of the diluted EPS for the three months ended March 31, 2026 and 2025 are 288,764,244 and 341,960,999, respectively. The weighted-average shares for the three months ended March 31, 2026 and 2025, included 258,724,600 and 298,323,708 Ordinary shares, and 30,039,644 and 43,637,291 Non-voting Ordinary shares, respectively.

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-

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-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.

Previous 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.

Current 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.

Previous 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.

Current 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.

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 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.

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 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.

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

Previous 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.

Current wording

The statutory corporate tax rate in Israel was 23% for the three months ended March 31, 2026 and 2025, although we are entitled to certain tax benefits under Israeli law.

Previous wording

As of September 30, 2025, we have an accumulated tax loss carry-forward of approximately $23.8 million in Israel. The tax loss can be offset indefinitely. Non-Israeli subsidiaries are taxed according to the tax laws in their respective jurisdictions.

Current wording

As of March 31, 2026, 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 $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.

Current wording

Revenues increased by $38.9 million, or 9.1%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, mainly as the result of an increase in the number of Scaled Advertisers. Revenue per Scaled Advertisers also increased year-over-year reflecting both growth in scale and quality of the advertiser base. From a publisher perspective, new digital property partners contributed approximately $47.5 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 $8.6 million.

Previous 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.

Current wording

Gross profit increased by $10.3 million, or 8.6%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Previous 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.

Current wording

Ex-TAC Gross Profit, a non-GAAP measure, increased by $16.3 million, or 10.8%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, primarily benefiting from growth in advertising spend as well as 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 were approximately 12% and 21% for the three months ended September 30, 2025 and September 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 was approximately 17% and 18% for the three months ended March 31, 2026 and March 31, 2025.

Previous 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.

Current wording

Sales and marketing expenses increased by $6.7 million, or 10.1%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025, mainly as a result of $5.9 million increase in salaries and related expenses, a $5.8 million increase in advertising and promotion expenses, which were partially offset by a decrease of $5.4 million in amortization expenses related to acquired 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 nine months ended September 30, 2025 and 2024, we generated cash from operations of $148.7 million and $122.4 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 three months ended March 31, 2026 and 2025, we generated cash from operations of $108.7 million and $48.1 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

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 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 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.

Current wording

As of March 31, 2026 and December 31, 2025, we had $150.3 million and $120.9 million of cash and cash equivalents, respectively, and $1.5 million and $1.5 million in 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.

Previous 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.

Current wording

As of March 31, 2026, we had $66.4 million of outstanding principal amount under the Revolving Facility. Borrowings under the 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 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.

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 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.

Current wording

During the three months ended March 31, 2026, we repurchased 6.9 million of our Ordinary shares at an average price of $3.41 per share (excluding broker and transaction fees of $0.2 million). As of March 31, 2026 the Company had remaining authorization from our board of directors to repurchase Ordinary shares up to an aggregate amount of $168.0 million. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Note 8 of Notes to the Unaudited Consolidated Interim Financial Statements.

Previous 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.

Current wording

During the three months ended March 31, 2026 net cash provided by operating activities was $108.7 million, an increase of $60.6 million, compared to $48.1 million for the same period in 2025. The $108.7 million was related to our net income of $59.1 million adjusted by non-cash charges of $34.3 million and positive changes in working capital of $15.3 million.

Previous 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.

Current wording

The $34.3 million of non-cash charges primarily consisted of depreciation and amortization of $16.1 million, share-based compensation expense related to vested equity awards of $14.2 million, and Commercial agreement asset amortization of $4.0 million.

Previous 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.

Current wording

The $15.3 million increase in cash resulting from changes in working capital primarily consisted of a $50.3 million decrease in trade receivables, net and a $16.3 million decrease in prepaid expenses, partially offset by $42.2 million decrease in trade payables, net, a $7.5 million decrease in accrued expenses and other current liabilities and a $1.5 million increase in deferred taxes, net.

Previous 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.

Current wording

Net cash provided by operating activities of $48.1 million for the three months ended March 31, 2025 was related to our net loss of $8.8 million adjusted by non-cash charges of $44.5 million and changes in working capital of $12.4 million.

Previous 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.

Current wording

The $44.5 million of non-cash charges consisted of depreciation and amortization of $20.7 million and 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.

Previous 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.

Current 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

Previous wording

During the nine months ended September 30, 2025, net cash used in investing activities was $28.2 million, an increase of $8.1 million, compared to $20.1 million in net cash used in the same period in 2024. Net cash used in investing activities for the nine months ended September 30, 2025, primarily consisted of $32.2 million purchase of property and equipment, including capitalized internal-use software, partially offset by $4.0 million proceeds from maturities of short-term investments.

Current wording

During the three months ended March 31, 2026 net cash used in investing activities was $18.4 million, an increase of $10.1 million, compared to $8.3 million in net cash used in the same period in 2025. Net cash used in investing activities for the three months ended March 31, 2026 consisted solely of $18.4 million in purchase of property and equipment.

Previous wording

Net cash used in investing activities was $20.1 million for the nine months ended September 30, 2024, primarily consisted of $25.1 million purchase of property and equipment, including capitalized internal-use software partially, offset by $5.8 million proceeds from maturities of short-term investments.

Current wording

Net cash used in investing activities was $8.3 million 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.

Previous wording

During the nine months ended September 30, 2025, net cash used in financing activities was $236.5 million, an increase of $174.2 million, compared to $62.3 million net cash used in the same period in 2024. Net cash used in financing activities for the nine months ended September 30, 2025 primarily consisted of $184.6 million repurchase of Ordinary shares and Non-voting Ordinary shares, $122.7 million repayment in full of the long-term loan, $52.5 repayment of revolving credit facility, $3.1 million payments of tax withholding for share-based compensation, $1.9 million payments on account of Ordinary shares repurchases, and $0.9 million issuance costs for the 2025 Revolving Credit Facility, partially offset by $124.0 million of proceeds from Revolving Credit Facility, net of issuance costs, and $5.3 million exercise of options and vested RSUs.

Current wording

Net cash used in financing activities was $51.2 million 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.

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 Interim Consolidated 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 7 of Notes to the Unaudited Consolidated Interim Financial Statements.

Previous wording

As of September 30, 2025, we have a provision related to unrecognized tax benefit liabilities totaling $11.5 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 March 31, 2026, 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.

Previous wording

In the ordinary course of our business, we enter into agreements with certain digital properties, under which, in some cases we agree to pay them a guaranteed amount, generally per thousand page views on a monthly basis. These agreements could cause a gross loss on digital property accounts in which the guarantee is higher than the actual revenue generated. These contracts generally range in duration from 2 to 5 years, though some can be shorter or longer. These contracts are not included in the table above.

Current wording

In the ordinary course of our business, we enter into agreements with certain digital properties, under which, in some cases we agree to pay them a guaranteed amount, generally per thousand page views on a monthly basis. These agreements could cause a gross loss on digital property accounts in which the guarantee is higher than the actual revenue generated. These contracts
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

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 report — wording carried from elsewhere

During the three months ended March 31, 2026 net cash used in financing activities was $60.7 million, an increase of $9.5 million, compared to $51.2 million net cash used in the same period in 2025. Net cash used in financing activities for the three months ended March 31, 2026 primarily consisted of $35.9 million repayment of revolving credit line and $23.2 million repurchase of Ordinary shares.

Current report — wording carried from elsewhere

generally range in duration from 2 to 5 years, though some can be shorter or longer. These contracts are not included in the table above.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

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.

Previous report — wording carried elsewhere

The following table provides consolidated statements of loss data for the periods indicated:

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

based on the run-rate revenue generated by the partners when they are first on-boarded) increased by approximately $23.4 million.

Previous report — wording carried elsewhere

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 report — wording carried elsewhere

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.