Taboola.com Ltd.
For the period ended Mar 31, 2026. Filed May 6, 2026.
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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
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Item 5. Other Information
Adoption of Executive Severance Plan
On March 19, 2026 (the “Effective Date”), the Compensation Committee adopted and approved the Taboola.com Ltd. Executive Severance Plan (the “Plan”). The Plan is designed to provide executive officers and certain senior employees of the Company with payments and benefits upon specified qualifying terminations of employment.
The Plan will apply to certain other executive officers, including our Named Executive Officers, and senior employees of the Company designated for participation by the Compensation Committee (the “Participants”), or in the case of the Company’s CEO, the Board. While the Plan is effective, participation requires a signed Participation Notice. As a condition of eligibility for benefits under the Plan, each Participant must execute a release of claims in a form reasonably satisfactory to the Company.
The Plan provides that, upon a qualifying termination of employment not in connection with a change in control of the Company (“CIC”), the CEO and Participants are entitled to a severance amount equal to one times base salary, a pro-rated annual cash bonus based on their target, continued health and welfare benefits for 12 months and accelerated vesting of equity awards equivalent to 12 months of additional vesting.
Upon a qualifying termination during the CIC protection period, the CEO is entitled to severance equal to 1.5 times the sum of annual base salary plus target bonus and the Participants, other than the CEO, are entitled to severance equal to one times the sum of annual base salary plus target bonus, in each case with a pro-rated annual cash bonus based on their target bonus opportunity, continued health and welfare benefits for 18 months for the CEO and 12 months for the other Participants, and 100% vesting of outstanding equity awards upon such qualifying termination.
The Plan also provides for: (i) the CEO and Participants to be subject to 12-month non-competition and non-solicitation covenants; (ii) qualifying terminations of employment to be defined as a termination by the Company without “cause”, a termination by the CEO or other Participant for “good reason” or due to the CEO or other Participant’s death or disability; and (iii) a CIC protection period beginning three months prior to and ending 12 months immediately following a CIC.
For the CEO or any Participant, in each case who has less than 18 months of service with the Company at the time of the qualifying termination, severance payments will be 50% of the amounts described above, unvested equity will be forfeited upon a qualifying termination of employment that occurs outside of the CIC protection period and such shorter term employees will be subject to 6-month non-competition and non-solicitation covenants (rather than 12-month restrictive covenants).
| Exhibit No. | Exhibit Description |
| 10.1#† | Amendments to the Digital Property and Services Agreement dated as of November 28, 2022 by and between Taboola, Inc. and Yahoo, Inc. and its affiliates |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
| 32 | Section 1350 Certifications |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.
† Certain schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on this 6th day of May 2026.
By: /s/ Stephen C. Walker
Name: Stephen C. Walker
Title: Chief Financial Officer
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