Taboola.com Ltd.

Previous wording

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 second 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

Current wording

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 the first nine months 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 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. Due to our multi-year exclusive contracts and high retention rates, our supply is relatively consistent and predictable. We had approximately 12,000, 12,000 and 11,000 digital property partners in the second quarters of 2026, 2025 and 2024, 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 12,000, 12,000 and 11,000 digital property partners in the third quarters of 2026, 2025 and 2024, respectively.

Previous wording

We have a large network of Advertisers that wish to achieve specific performance goals, such as obtaining subscribers for email newsletters or acquiring leads for product offerings, across multiple verticals. As we look at growing our advertiser client base, we want to grow the number of advertisers that spend with us at scale. We define a Scaled Advertiser as an Advertiser that has more than $100,000 of cumulative gross spend on the network on a trailing four quarter basis. We had approximately 2,100, 2,000 and 1,900 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the second 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 $197,000, $196,000 and $194,000 during the second quarters of 2026, 2025 and 2024, respectively. A large portion of our revenue comes from Scaled Advertisers. The Revenue contribution from Scaled Advertisers represented 86%, 86% and 85% of our Revenues for the second 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.

Current wording

We have a large network of Advertisers that wish to achieve specific performance goals, such as obtaining subscribers for email newsletters or acquiring leads for product offerings, across multiple verticals. As we look at growing our advertiser client base, we want to grow the number of advertisers that spend with us at scale. We define a Scaled Advertiser as an Advertiser that has more than $100,000 of cumulative gross spend on the network on a trailing four quarter basis. We had approximately 2,000, 2,100 and 2,000 of Scaled Advertiser clients working with us directly, or through advertising agencies, worldwide during the third 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 $198,000, $208,000 and $187,000 during the third 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 85% of our Revenues for the third 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 June 30, 2026 and 2025, are 291,392,907 and 313,572,282, respectively, and for the six months ended June 30, 2026 and 2025, are 290,505,359 and 327,578,134, respectively. The weighted-average shares for the three months ended June 30, 2026 and 2025, included 273,353,263 and 277,929,745 Ordinary shares, and 18,039,644 and 35,642,537 Non-voting Ordinary shares, respectively, and for the six months ended June 30, 2026 and 2025, included 272,465,715 and 287,985,819 ,Ordinary shares, and 18,039,644 and 39,592,315, Non-voting Ordinary shares, respectively.

Current wording

(1)The weighted-average shares used in the computation of the diluted EPS for the three months ended September 30, 2026 and 2025, are 285,802,613 and 305,679,079, respectively, and for the nine months ended September 30, 2026 and 2025, are 290,216,810 and 318,600,917, respectively. The weighted-average shares for the three months ended

Previous wording

(3)The three and six months ended June 30, 2026, includes 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 $1,116 and the six months ended June 30, 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. The three and six months ended June 30, 2025, includes professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations in the amount of $904 and $2,876, respectively.

Current wording

fees of $459. In addition, The nine months ended September 30, 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.

Previous wording

(2) The three and six months ended June 30, 2026, include 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 $1,116 and the six months ended June 30, 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. The three and six months ended June 30, 2025, include professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations it the amount of $904 and $2,876, respectively.

Current wording

The nine months ended September 30, 2026 included 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 $2,236 and acquisition-related legal fees of $459. In addition, The nine months ended September 30, 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.

Previous wording

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

Current wording

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

Previous wording

The statutory corporate tax rate in Israel was 23% for the six months ended June 30, 2026 and 2025, although we are entitled to certain tax benefits under Israeli law.

Current wording

The statutory corporate tax rate in Israel was 23% for the nine months ended September 30, 2026 and 2025, although we are entitled to certain tax benefits under Israeli law.

Previous wording

Revenues increased by $11.4 million, or 2.4%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, mainly as the result of an increase in the number of Scaled Advertisers which grew 1.9% versus the prior year. From a publisher perspective, new digital property partners contributed approximately $43.7 million of new Revenues on a 12-month run rate basis calculated based on their first full month on the network. Existing digital property partners, including the growth of new digital property partners (beyond the revenue contribution determined based on the run-rate revenue generated by the partners when they are first on-boarded) decreased by approximately $32.4 million.

Current wording

Revenues decreased by $34.5 million, or 6.9%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a 4.9% decrease in the Revenue per Scaled Advertiser and a 3.8% decline in the number of Scaled Advertisers. From a publisher perspective, 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 $72.7 million. This decrease was largely driven by the deprecation of ExploreMore following a Google policy change in the second quarter of 2026, lower impressions on existing digital property partners and network cleanup from prior quarters of digital property partners that did not meet advertiser success standards. New digital property partners contributed approximately $38.2 million of new Revenues on a 12-month run rate basis calculated based on their first full month on the network.

Previous wording

Gross profit increased by $3.9 million, or 2.9%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

Current wording

Gross profit increased by $13.3 million, or 9.6%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025.

Previous wording

Ex-TAC Gross Profit, a non-GAAP measure, increased by $20.2 million, or 11.8%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily benefiting from a margin increase on certain digital property partners as well as growth in advertising spend.

Current wording

Ex-TAC Gross Profit, a non-GAAP measure, increased by $11.9 million, or 6.8%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily benefiting from 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 13% and 16% for the three months ended June 30, 2026 and June 30, 2025, respectively.

Current wording

The cost of guarantees (total payments due under guarantee arrangements in excess of amounts the Company would otherwise be required to pay under revenue sharing arrangements) as a percentage of traffic acquisition costs were approximately 14% and 12% for the three months ended September 30, 2026 and September 30, 2025, respectively.

Previous wording

Other cost of revenues increased by $4.2 million, or 13.0%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, mainly as a result of a $1.3 million increase in content cost expenses, a $1.9 million increase in hosting and depreciation expenses and a $0.9 million increase in salaries and related expenses.

Current wording

Other cost of revenues decreased by $1.4 million, or 4.1%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, mainly as a result of a $1.6 million decrease in hosting and depreciation expenses, which were offset by a $0.2 million increase in content cost expenses.

Previous wording

Sales and marketing expenses decreased by $4.1 million, or 5.7%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, mainly as a result of a $10.8 million decrease in amortization expenses related to acquired intangible assets which were offset by a $5.6 million increase in salaries and related expenses mainly due to the reduction in workforce and a $0.7 million increase in advertising and promotion expenses.

Current wording

Sales and marketing expenses decreased by $5.4 million, or 7.8%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, mainly as a result of a $9.8 million decrease in amortization expenses related to acquired intangible assets and a $2.9 million decrease in salaries and related expenses which were primarily offset by a $7.5 million increase in advertising and promotion expenses.

Previous wording

Tax expenses increased by $1.1 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. This increase is primarily driven by higher profitability.

Current wording

Tax expenses increased by $4.0 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. This increase is primarily driven by higher profitability.

Previous wording

Revenues increased by $50.3 million, or 5.6%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, as the result of an increase in the number of Scaled Advertisers as well as an increase in the Revenue per Scaled Advertiser. 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 based on the run-rate revenue generated by the partners when they are first on-boarded) decreased by approximately $40.9 million.

Current wording

Revenues increased by $15.8 million, or 1.1%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, as the result of an increase in the number of Scaled Advertisers as well as an increase in the revenue from Non-Scaled Advertisers. From a publisher perspective, new digital property partners contributed approximately $131.1 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 $115.4 million.

Previous wording

Gross profit increased by $14.1 million, or 5.5%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Current wording

Gross profit increased by $27.5 million, or 7.0%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

Previous wording

Ex-TAC Gross Profit, a non-GAAP measure, increased by $36.6 million, or 11.3%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, benefiting from growth in advertising spend and a margin increase on certain digital property partners.

Current wording

Ex-TAC Gross Profit, a non-GAAP measure, increased by $48.5 million, or 9.7%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, driven by a margin increase on certain digital property partners.

Previous wording

Total cost of revenues increased by $7.5 million, or 2.3%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025.

Current wording

Traffic acquisition cost decreased by $20.6 million, or 2.3%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025.

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 15% and 17% for the six months ended June 30, 2026 and June 30, 2025, respectively.

Current wording

The cost of guarantees (total payments due under guarantee arrangements in excess of amounts the Company would otherwise be required to pay under revenue sharing arrangements) as a percentage of traffic acquisition costs were approximately 15% for the nine months ended September 30, 2026 and September 30, 2025.

Previous wording

Other cost of revenues increased by $10.3 million, or 16.9%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily as a result of a $3.4 million increase in content cost expenses, a $3.2 million increase in depreciation expenses and hosting, a $2.2 million increase in digital service tax expenses and a $1.5 million increase in salaries and related expenses.

Current wording

Other cost of revenues increased by $8.9 million, or 9.4%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily as a result of a $3.6 million increase in content cost expenses, a $2.0 million increase in hosting expenses, a $1.4 million increase in salaries and related expenses, a $1.0 million increase in digital service tax expenses and a $0.7 million increase in IT related expenses.

Previous wording

Research and development expenses increased by $4.6 million, or 6.2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, mainly as a result of a $3.5 million increase in salaries and related expenses, and a $1.1 million increase in IT services.

Current wording

Research and development expenses increased by $3.4 million, or 3.1%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, mainly as a result of a $2.5 million increase in IT services and a $0.9 million increase in depreciation expense.

Previous wording

Sales and marketing expenses increased by $2.6 million, or 1.9%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, mainly as a result of a $11.8 million increase in salaries and related expenses, a $5.4 million increase in advertising and promotion expenses, and a $1.5 million increase in sales kick off event expenses, which were partially offset by a decrease of $16.1 million in amortization expenses related to acquired intangible assets.

Current wording

Sales and marketing expenses decreased by $2.9 million, or 1.4%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, mainly as a result of a decrease of $25.9 million in amortization expenses related to acquired intangible assets, which were partially offset by a $12.9 million increase in advertising and promotion expenses, a $8.8 million increase in salaries and related expenses, and a $1.5 million increase in sales kick off event expenses.

Previous wording

General and administrative expenses increased by $1.1 million, or 2.2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, mainly as a result of a $3.0 million increase in salaries and related expenses which were primarily offset by a decrease of $2.0 million in professional fees.

Current wording

General and administrative expenses increased by $0.6 million, or 0.9%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, mainly as a result of a $4.8 million increase in salaries and related expenses which were primarily offset by a decrease of $3.0 million in professional fees, a decrease of $0.7 million in rent expenses and a decrease of $0.3 million in travel expenses.

Previous wording

Finance expenses, net decreased by $2.5 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, mainly attributable due to a decrease of $1.0 million due to revaluation of Warrants liability, and a $0.8 million decrease in foreign currency exchange rate gains.

Current wording

Finance expenses, net decreased by $3.5 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, mainly attributable to a $6.9 million decrease due to the establishment of the Revolving Credit Facility in 2025, which were offset by a $2.2 million increase in foreign currency exchange rate losses and a $2.0 million lower gain from the revaluation of the Warrants liability recognized in the nine months ended September 30, 2025, as all outstanding Warrants expired in June 2026.

Previous wording

Tax expenses increased by $13.2 million for the six months ended June 30, 2026, compared to thesix months ended June 30, 2025. This increase is primarily attributable to income from a one time legal settlement and higher profitability.

Current wording

Tax expenses increased by $17.2 million for the nine months ended September 30, 2026, compared to thenine months ended September 30, 2025. This increase is primarily attributable to income from a one time legal settlement and higher profitability.

Previous wording

Our primary cash needs are for working capital, personnel costs, contractual obligations, including payments to digital property partners, office leases and software and information technology costs, capital expenditures for servers and capitalized software develop ment, funding our share buyback program, payment of interest on our revolving loan and other commitments. We fund these cash needs primarily from cash generated from operations, as well as from cash and cash equivalents on our balance sheet when required. For the six months ended June 30, 2026 and 2025, we generated cash from operations of $139.9 million and $95.5 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 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, 2026 and 2025, we generated cash from operations of $175.5 million and $148.7 million, respectively.

Previous wording

As of June 30, 2026 and December 31, 2025, we had $133.1 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. As of June 30, 2026 we did not hold short-term investments. Cash and cash equivalents consist of cash in banks and time deposits.

Current wording

As of September 30, 2026 and December 31, 2025, we had $128.7 million and $120.9 million of cash and cash equivalents, respectively, and $1.5 million and $1.5 million in short and long term restricted deposits, respectively, used, mainly, as security for our lease commitments. As of September 30, 2026 we did not hold short-term investments. Cash and cash equivalents consist of cash in banks and time deposits.

Previous wording

cases. Borrowings prepaid may be re-borrowed prior to maturity of the 2025 Revolving Credit Agreement pursuant to customary conditions and restrictions. All borrowings under the 2025 Revolving Credit Agreement are due at maturity on March 18, 2030.

Current wording

As of September 30, 2026, we had $78.5 million of outstanding principal amount under the Revolving Facility. Borrowings under the 2025 Revolving Credit Facility are voluntarily prepayable from time to time without premium or penalty except in certain cases. Borrowings prepaid may be re-borrowed prior to maturity of the 2025 Revolving Credit Agreement pursuant to customary conditions and restrictions. All borrowings under the 2025 Revolving Credit Agreement are due at maturity on March 18, 2030.

Previous wording

Our board of directors authorized a share buyback program for the repurchase of our outstanding Ordinary shares, which commenced in June 2023 and does not have an expiration date (the “Buyback Program”). In 2023, our board of directors authorized up to $80.0 million of buybacks under the Buyback Program. In February 2024, our board of directors authorized up to $100.0 million for use under the Buyback Program, including any remaining authority from the 2023 board of directors authorization and in February 2025, our board of directors authorized up to an additional $200.0 million for use under the Buyback Program. In July 2025, our board of directors authorized up to an additional $200.0 million for use under the Buyback Program. As permitted by the Buyback Program, share repurchases may be made from time to time, in privately negotiated transactions or in the open market, including through trading plans intended to comply with Rule 10b5-1, at the discretion of our management and as permitted by securities laws and other legal requirements, including Rule 10b-18 of the Exchange Act. The Buyback Program does not obligate the Company to repurchase any specific number of shares and the number of shares repurchased may depend upon market and economic conditions and other factors. The Buyback Program may be discontinued, modified or suspended at any time.

Current wording

Our board of directors authorized a share buyback program for the repurchase of our outstanding Ordinary shares, 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. On November 3, 2026, our Board authorized up to an additional $200 million for use under the Buyback Program, subject to satisfying required conditions under the Israeli Companies Law and the Companies Regulations. As permitted by the Buyback Program, share repurchases may be made from time to time, in privately negotiated transactions or in the open market, including through trading plans intended to comply with Rule 10b5-1, at the discretion of our management and as permitted by securities laws and other legal requirements, including Rule 10b-18 of the Exchange Act. The Buyback Program does not obligate the Company to repurchase any specific number of shares and the number of shares repurchased may depend upon market and economic conditions and other factors. The Buyback Program may be discontinued, modified or suspended at any time.

Previous wording

During the six months ended June 30, 2026, we repurchased 16.2 million of our Ordinary shares at an average price of $3.99 per share (excluding broker and transaction fees of $0.4 million). As of June 30, 2026, the Company had remaining authorization from our board of directors to repurchase Ordinary shares up to an aggregate amount of $126.6 million, not including net issuances costs of $15.3 million as of June 30, 2026. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, Note 8 and Note 11 of Notes to the Unaudited Interim Consolidated Financial Statements.

Current wording

During the nine months ended September 30, 2026, the Company repurchased 23,164,192 of its shares at an average price of $4.10 per share (excluding broker and transaction fees of $492). As of September 30, 2026, the Company had remaining authorization under the Buyback Program to repurchase Ordinary shares and Non-voting Ordinary shares up to an aggregate amount of $96,339, not including Net Issuance (as defined below) costs of $18,812 as of September 30, 2026. See Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds, Note 8 and Note 11 of Notes to the Unaudited Interim Consolidated Financial Statements.

Previous wording

During the six months ended June 30, 2026, net cash provided by operating activities was $139.9 million, an increase of $44.4 million, compared to $95.5 million for the same period in 2025. The $139.9 million was related to our net gain of $63.4 million adjusted by non-cash charges of $62.9 million and positive changes in working capital of $13.7 million.

Current wording

During the nine months ended September 30, 2026, net cash provided by operating activities was $175.5 million, an increase of $26.8 million, compared to $148.7 million for the same period in 2025. The $175.5 million was related to our net gain of $81.7 million adjusted by non-cash charges of $90.8 million and positive changes in working capital of $2.9 million.

Previous wording

The $62.9 million of non-cash charges primarily consisted of share-based compensation expense related to vesting of equity awards of $28.3 million, depreciation and amortization of $26.8 million and non-cash based Commercial agreement asset amortization expenses of $8.1 million.

Current wording

The $90.8 million of non-cash charges primarily consisted of share-based compensation expense related to vesting of equity awards of $42.0 million, depreciation and amortization of $36.5 million and non-cash based Commercial agreement asset amortization expenses of $12.2 million.

Previous wording

The $13.6 million increase in cash resulting from changes in working capital primarily consisted of a $43.4 million decrease in trade receivables, net and a $16.0 million decrease in prepaid expenses partially offset by a $46.5 million decrease in trade payables, net.

Current wording

The $2.9 million increase in cash resulting from changes in working capital primarily consisted of a $58.4 million decrease in trade receivables, net and a $3.2 million decrease in prepaid expenses partially offset by a $60.3 million decrease in trade payables, net.

Previous wording

Net cash provided by operating activities of $95.5 million for the six months ended June 30, 2025, was related to our net loss of $13.1 million adjusted by non-cash charges of $86.3 million and changes in working capital of $22.3 million.

Current wording

Net cash provided by operating activities of $148.7 million for the nine months ended September 30, 2025, was related to our net loss of $7.9 million adjusted by non-cash charges of $125.0 million and positive changes in working capital of $31.6 million.

Previous wording

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

Current wording

The $125.0 million of non-cash charges primarily consisted of depreciation and amortization of $64.8 million, share-based compensation expenses 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 $4.9 million of net gains from financing expenses and a decrease of $2.5 million due to revaluation of Warrants liability.

Previous wording

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

Current wording

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

Previous wording

During the six months ended June 30, 2026, net cash used in investing activities was $32.3 million, an increase of $10.8 million, compared to $21.5 million in net cash used in the same period in 2025. Net cash used in investing activities for the six months ended June 30, 2026, consisted of $32.3 million purchase of property and equipment, including capitalized internal-use software.

Current wording

During the nine months ended September 30, 2026, net cash used in investing activities was $48.0 million, an increase of $19.7 million, compared to $28.2 million in net cash used in the same period in 2025. Net cash used in investing activities for the nine months ended September 30, 2026, consisted primarily of $47.5 million purchase of property and equipment, including capitalized internal-use software.

Previous wording

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

Current wording

Net cash used in investing activities was $28.2 million 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.

Previous wording

During the six months ended June 30, 2026, net cash used in financing activities was $95.8 million, a decrease of $94.2 million, compared to $190.0 million net cash used in the same period in 2025. Net cash used in financing activities for the six months ended June 30, 2026 primarily consisted of $30.3 million repayment to revolving credit line, net, $64.2 million repurchase of ordinary shares and non-voting ordinary shares, $6.9 million payments of tax withholding for share-based compensation, $3.6 million payments on account of repurchase of Ordinary shares partially offset by a $9.1 million exercise of options.

Current wording

During the nine months ended September 30, 2026, net cash used in financing activities was $119.9 million, compared to $236.5 million during the same period in 2025, representing a decrease of $116.6 million. Net cash used in financing activities for the nine months ended September 30, 2026, primarily consisted of $23.8 million of repayments under the revolving credit facility, $94.6 million of repurchases of Ordinary shares and Non-voting Ordinary shares, $10.4 million of payments for tax withholding for share-based compensation and $1.2 million of payments on account of repurchases of Ordinary shares, partially offset by $10.1 million of proceeds from the exercise of options.