Form 4: Taboola COO Sells Shares Under 10b5-1 Plan

Taboola.com Ltd.'s President and COO, Eldad Maniv, sold over 424,000 ordinary shares in early November 2025, primarily to cover tax obligations under a pre-arranged trading plan.

Summary

• Eldad Maniv, President and COO of Taboola.com Ltd. (TBLA), reported sales of 424,861 ordinary shares.
• Transactions occurred on November 5, 2025, and November 6, 2025.
• Shares were sold at prices of $3.75 and a weighted average of $3.78 per share.
• The sales were executed under a Rule 10b5-1 trading plan adopted on March 17, 2025.
• The primary reason for the sales was to cover tax obligations in the United States and Israel, which have differing equity compensation tax treatments.
• Following these transactions, Eldad Maniv beneficially owns 10,392,460 ordinary shares.
• Beneficial ownership includes 7,685,008 ordinary shares and various tranches of Restricted Stock Units (RSUs) vesting through 2026, 2027, 2028, and 2029, subject to service provision.
• A significant portion, 7,154,305 ordinary shares (including underlying RSUs), was irrevocably conveyed to a trust for the reporting person's spouse in November 2022, with beneficial ownership disclaimed for Section 16 purposes except for indirect pecuniary interest.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While insider sales can sometimes be viewed negatively, these sales were pre-planned under a 10b5-1 plan and explicitly stated to be for tax obligations, which are routine and expected reasons for such transactions. The executive retains significant equity holdings, including substantial RSUs.

Positives

• Sales were pre-planned under a Rule 10b5-1 trading plan, indicating a structured approach rather than an immediate reaction to market conditions.
• The stated reason for the sales is tax obligations, which is a common and often neutral reason for insider sales.
• Significant RSU holdings indicate continued long-term incentive and alignment with company performance, with vesting extending through 2029.

Negatives

• Insider sales, even if pre-planned, can sometimes be perceived negatively by the market, potentially signaling a lack of confidence, though the tax explanation mitigates this.
• The total number of shares sold (424,861) represents a notable disposition by a key executive.

Risks

• Potential adverse tax consequences in Israel due to differences in how equity compensation is taxed compared to the United States.
• RSU vesting is subject to the reporting person's continued provision of service to the Issuer, posing a risk if service is terminated prematurely for certain tranches.
• The market's interpretation of insider sales, even for tax purposes, could lead to short-term price volatility.

Future Outlook

The reporting person holds significant Restricted Stock Units (RSUs) that are scheduled to vest in equal quarterly installments through 2026, 2027, 2028, and 2029, contingent on continued service to the Issuer for certain tranches. Some RSUs have an additional time-based settlement condition occurring two years and one day after the grant date, not conditioned on service at settlement.

Management Comments

• The Reporting Person is subject to taxation in the United States and in Israel, which differ significantly in how they tax equity compensation. Among other differences, the use of a net issuance mechanism, while customary in the United States, may have adverse tax consequences in Israel. Due to these differences, the sales reported in this Form 4 were made in connection with the Reporting Person's tax obligations.
• The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 17, 2025.
• The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
• The Reporting Person disclaims beneficial ownership in such shares [conveyed to spouse's trust] 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. This report shall not be deemed an admission that such shares are beneficially owned by him for Section 16 or any other purpose.

Industry Context

This Form 4 filing details an insider stock sale, a routine disclosure for publicly traded companies. Such transactions, especially when executed under a Rule 10b5-1 plan for tax purposes, are common across industries and typically do not reflect specific industry trends or competitive positioning. The company, Taboola.com Ltd., operates in the digital advertising and content recommendation space, where equity compensation is a standard practice for executive incentives.

Corporate Governance

Related Party Transactions

• In November 2022, 7,154,305 ordinary shares, including the ordinary shares underlying RSUs, were irrevocably conveyed to a trust for which the Reporting Person's spouse is the sole beneficiary. The Reporting Person disclaims beneficial ownership for Section 16 purposes, except for indirect pecuniary interest, if any, and dispositive power, if any.

Stakeholder Impact

• Shareholders: Minor dilution from the sale of shares, but the pre-planned nature and tax-related reason mitigate concerns about management confidence. The continued RSU holdings suggest ongoing alignment of interests.

Next Steps

• Continued vesting of various tranches of Restricted Stock Units (RSUs) through 2029, subject to service provision and time-based settlement conditions.
• Potential future disclosures regarding additional insider transactions as per the 10b5-1 plan or other equity events.

Key Dates

Recommendation

The Form 4 details routine insider sales executed under a pre-arranged 10b5-1 plan for tax purposes. This type of transaction is generally not indicative of a change in the company's fundamental outlook or the executive's confidence. The executive retains substantial equity and RSU holdings, suggesting continued alignment with long-term company performance. Therefore, based solely on this filing, there is no new information to warrant a change from a 'hold' position.

Keywords

Taboola, TBLA, Form 4, Insider Trading, Stock Sale, 10b5-1 Plan, Eldad Maniv, Equity Compensation, Tax Obligations, Restricted Stock Units