Form 4: Taboola COO Acquires 1.5M Shares via RSU Grant

Taboola.com Ltd.'s President and COO, Eldad Maniv, reported the acquisition of 1,540,250 restricted share units (RSUs) at a price of $3.44 per share.

Summary

• Eldad Maniv, President and COO of Taboola.com Ltd. (TBLA), acquired 1,540,250 ordinary shares in the form of Restricted Share Units (RSUs).
• The transaction occurred on February 27, 2026, with a reported price of $3.44 per share.
• These new RSUs are granted under the Issuer's 2021 Share Incentive Plan and will vest in equal quarterly installments through 2030.
• Vesting is subject to Mr. Maniv's continued provision of service to Taboola.
• The RSUs will convert to ordinary shares only after an additional time-based settlement condition, occurring on or after two years and one day following the grant date, which is not conditioned on service at settlement.
• Following this transaction, Mr. Maniv's total beneficial ownership stands at 11,932,710 securities, comprising ordinary shares and various tranches of RSUs.
• This total includes 8,348,333 ordinary shares and several tranches of RSUs vesting through 2027 (248,213 units), 2028 (449,390 units), and 2029 (1,346,524 units).
• A significant portion, 7,654,305 ordinary shares (including underlying RSUs), was irrevocably conveyed to a trust for his spouse in November 2022, for which he disclaims Section 16 beneficial ownership except for indirect pecuniary interest.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive signal, as a significant RSU grant to a key executive aligns management's long-term interests with shareholders, although the trust transfer slightly reduces direct reported ownership.

Positives

• The acquisition of 1,540,250 RSUs by a key executive, Eldad Maniv, demonstrates continued alignment of management's interests with long-term shareholder value.
• The vesting schedule through 2030 incentivizes long-term retention and performance of the President and COO.

Negatives

• A substantial portion of shares (7,654,305) was transferred to a trust for the spouse in November 2022, which, while a personal financial planning move, reduces the direct beneficial ownership reported for Section 16 purposes by the executive.

Risks

• The vesting of RSUs is subject to the reporting person's continued provision of service to the Issuer, meaning a departure could result in forfeiture of unvested units.
• The conversion of RSUs to ordinary shares is subject to an additional time-based settlement condition, occurring on or after two years and one day following the grant date, introducing a delay in liquidity for the executive.

Future Outlook

The filing indicates a long-term incentive structure for a key executive, with RSUs vesting through 2030, suggesting an expectation of continued service and contribution to the company's future performance over this period. The settlement condition for RSUs, occurring two years and one day after grant, implies a strategic delay in share conversion.

Management Comments

• "The RSUs shall vest in equal quarterly installments through 2030, subject to the Reporting Person's provision of service to the Issuer on each vesting date."
• "The RSUs will not convert to ordinary shares until the satisfaction of an additional time-based settlement condition to occur on or after two years and one day following the date of grant."
• "The Reporting Person disclaims beneficial ownership in such shares for the purpose of Section 16 of the Securities Exchange Act of 1934 ('Section 16'), except to the extent of his indirect pecuniary interest, if any, and his dispositive power, if any, therein."

Industry Context

StockSavvy.ai notes that RSU grants are a common form of executive compensation in the technology and media sectors, aligning executive incentives with long-term company performance. The multi-year vesting schedule is typical for retaining key talent in competitive industries like digital advertising, where Taboola operates.

Comparison to Industry Standards

• The RSU grant structure, with vesting contingent on continued service and a delayed settlement, is a standard practice in the tech industry, comparable to compensation packages at companies like Google (Alphabet) or Meta Platforms, which use similar long-term equity incentives to retain top executives.
• The total beneficial ownership of 11,932,710 shares for a President and COO at a company like Taboola (market cap around $1 billion) is substantial, indicating significant personal stake, which is generally viewed positively by investors as it aligns executive wealth with shareholder returns.

Stakeholder Impact

• Shareholders: The RSU grant aligns the President and COO's long-term interests with shareholder value, potentially fostering sustained performance.
• Employees: The executive's long-term commitment, as evidenced by the RSU vesting schedule, can signal stability and confidence in the company's future.

Next Steps

• Continued vesting of 1,540,250 RSUs in equal quarterly installments through 2030, subject to service.
• Settlement of the newly granted RSUs into ordinary shares on or after two years and one day following the grant date (February 27, 2026).
• Continued vesting of existing RSUs through 2027, 2028, and 2029, subject to service and subsequent settlement conditions.

Key Dates

Recommendation

The filing reports a routine, albeit significant, RSU grant to a key executive, which is a positive for long-term alignment. However, it does not contain new operational or financial performance data that would warrant a change in investment thesis. The transfer of a large block of shares to a trust for the spouse, while a personal decision, slightly dilutes the direct reported beneficial ownership for Section 16 purposes. Therefore, a 'hold' recommendation is appropriate, maintaining current positions while awaiting further operational updates.

Keywords

Taboola.com Ltd., TBLA, SEC Form 4, Insider Trading, Restricted Share Units, RSU Grant, Eldad Maniv, Beneficial Ownership, Executive Compensation, Corporate Governance