Form 4: Taboola.com President and COO Sells Shares Under Pre-Arranged Trading Plan for Tax Obligations

Eldad Maniv, President and COO of Taboola.com Ltd., sold a portion of his ordinary shares in July 2025 to cover tax obligations, as part of a pre-arranged Rule 10b5-1 trading plan.

Summary

• Eldad Maniv, President and Chief Operating Officer of Taboola.com Ltd. (TBLA), reported the disposition of ordinary shares.
• On July 9, 2025, 41,377 ordinary shares were sold at a weighted average price of $3.76 per share, with individual trades ranging from $3.75 to $3.77.
• On July 10, 2025, an additional 3,400 ordinary shares were sold at a weighted average price of $3.76 per share, with individual trades ranging from $3.75 to $3.78.
• These sales were executed pursuant to a Rule 10b5-1 trading plan adopted by Mr. Maniv on March 17, 2025.
• The primary reason for these sales was to satisfy tax obligations in both the United States and Israel, where tax treatments for equity compensation differ significantly.
• Following these transactions, Mr. Maniv's direct beneficial ownership of ordinary shares is 10,819,421.
• His total beneficial ownership includes 7,960,088 ordinary shares, 179,656 Restricted Stock Units (RSUs) vesting through 2026, 434,373 RSUs vesting through 2027, 898,780 RSUs vesting through 2028, and 1,346,524 RSUs vesting through 2029.
• In November 2022, 7,581,266 ordinary shares (including underlying RSUs) were irrevocably conveyed to a trust for which his spouse is the sole beneficiary; Mr. Maniv disclaims beneficial ownership for Section 16 purposes, except for any indirect pecuniary interest.

Sentiment

Score: 5

Explanation: Neutral. While it's insider selling, it's explicitly for tax purposes and under a pre-arranged 10b5-1 plan, which mitigates negative sentiment. It's a routine disclosure for equity compensation management.

Positives

• The share sales were conducted under a pre-arranged Rule 10b5-1 trading plan, adopted on March 17, 2025, indicating a planned and transparent approach to equity management rather than a reactive sale.
• The stated reason for the sales is to cover tax obligations in both the United States and Israel, which is a common and legitimate reason for insider share disposals.

Negatives

• The President and COO sold a total of 44,777 ordinary shares, which represents a reduction in his direct beneficial ownership.
• While for tax purposes, insider selling can sometimes be perceived negatively by the market, potentially signaling a lack of confidence, though this is mitigated by the 10b5-1 plan and tax explanation.

Risks

• The reporting person is subject to differing tax treatments for equity compensation in the United States and Israel, where the use of a net issuance mechanism, customary in the U.S., may have adverse tax consequences in Israel, necessitating these sales.

Future Outlook

The document indicates future vesting of Restricted Stock Units (RSUs) for the reporting person through 2026, 2027, 2028, and 2029, subject to continued service, with some tranches also having an additional time-based settlement condition. The reported transactions themselves are future-dated (July 2025).

Industry Context

This Form 4 filing is a routine disclosure of insider trading activity. It does not provide broader industry trends or competitive analysis. The sales are specific to the individual's tax planning and equity compensation structure.

Related Party Transactions

• In November 2022, 7,581,266 ordinary shares (including underlying RSUs) were irrevocably conveyed by the reporting person to a trust for which his spouse is the sole beneficiary. The reporting person disclaims beneficial ownership for Section 16 purposes, except for indirect pecuniary interest.

Stakeholder Impact

• Shareholders may observe a slight increase in the public float due to insider selling, though the volume is relatively small compared to total outstanding shares. The pre-arranged nature and tax explanation may alleviate concerns about management confidence.
• Employees are not directly impacted by this specific transaction, but the RSU vesting schedules highlight the company's equity compensation structure for executives.

Next Steps

• Continued vesting of 179,656 RSUs in equal quarterly installments through 2026, subject to the Reporting Person's provision of service.
• Continued vesting of 434,373 RSUs in equal quarterly installments through 2027, with conversion to ordinary shares after two years and one day following the date of grant.
• Continued vesting of 898,780 RSUs in equal quarterly installments through 2028, with conversion to ordinary shares after two years and one day following the date of grant.
• Continued vesting of 1,346,524 RSUs in equal quarterly installments through 2029, with conversion to ordinary shares after two years and one day following the date of grant.

Key Dates

Recommendation

Keywords

Taboola.com, TBLA, SEC Form 4, Insider Trading, Share Sale, Eldad Maniv, Rule 10b5-1, Equity Compensation, Tax Obligations, Restricted Stock Units, RSUs, Beneficial Ownership