Form 8-K

8-K — Taboola.com Ltd.

Accession: 0001140361-26-031336

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0001840502

SIC: 7370 (SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC.)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20078191_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20078191_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20078191_8k.htm · Sequence: 1

false000184050200-000000000018405022026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

August 5, 2026

TABOOLA.COM LTD.

(Exact name of registrant as specified in its charter)

Israel

001-40566

Not applicable

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification Number)

16 Madison Square West

7th Floor

New York, NY 10010

(Address of principal executive offices, including zip code)

212-206-7633

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

(see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Ordinary shares, no par value

TBLA

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of

the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition.

On August 5, 2026, Taboola.com Ltd. (the “Company” or “Taboola”) issued a press release announcing its financial results for the second quarter of 2026. That press release is furnished herewith as Exhibit 99.1 and is incorporated herein

by reference.

Item 7.01.

Regulation FD Disclosure.

On August 5, 2026, the Company made available an investor presentation and prepared remarks which provide highlights of the Company’s second quarter of 2026 financial

results and related information, which is being made available in connection with the August 5, 2026 earnings conference call.

The investor presentation and prepared remarks can be found on Taboola’s website at https://investors.taboola.com.

We have included our web address in this Current Report on Form 8-K solely for informational purposes and the information on our website is not incorporated by reference into this

Current Report on Form 8-K.

The information furnished with this Form 8-K, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as

expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statement and Exhibits.

(d)

Exhibits

TABLE OF CONTENTS

Exhibit No.

Description

99.1

Press Release dated August 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.

TABOOLA.COM LTD.

By:

/s/ Stephen Walker

Name:

Stephen Walker

Title:

Chief Financial Officer

Date: August 5, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20078191_ex99-1.htm · Sequence: 2

Exhibit 99.1

Taboola Reports Strong Q2 2026 Financial Results,

& Raises Full-Year ex-TAC Gross Profit and Adjusted EBITDA Guidance

NEW YORK, Aug. 5, 2026 (GLOBE NEWSWIRE) -- Taboola (Nasdaq: TBLA), a global leader in delivering performance at scale for advertisers, today

announced its results for the second quarter ended June 30, 2026.

“We delivered another quarter beating our ex-TAC Gross Profit and Adjusted EBITDA guidance and are raising our full-year guidance for both metrics,” said Adam Singolda,

CEO of Taboola. “With the momentum we’re seeing with Realize, the addition of Fox News and other strategic wins, we are further strengthening our position as a leader in performance advertising and executing on our vision to build the leading

platform for the Open Web.”

Second Quarter 2026 Financial Results

(All comparisons are to the second quarter of 2025 unless otherwise noted.)

•

Revenues of $476.8 million, an increase of 2.4%.

•

Gross Profit of

$139.5 million, an increase of 2.9%. Ex-TAC Gross Profit was $192.4 million, an increase of 11.8%.

•

Net Income was

$4.3 million improved from a Net Loss of $(4.3) million. Adjusted EBITDA was $55.5 million, up 22.8%.

Adjusted EBITDA margins expanded to 28.8% from 26.2%.

•

Cash Flow

provided by operating activities of $31.3 million, compared to $47.4 million. Free Cash Flow was $17.3 million, compared to $34.2 million.

Third Quarter and Full Year 2026 Guidance

For the Third Quarter and Full Year 2026, the Company currently expects (dollars in millions):

Q3 2026

Guidance

FY 2026

Guidance

Unaudited

(dollars in millions)

Revenues

460 - $473

1,930 - $1,956

Gross profit

148 - $152

605 - $615

ex-TAC Gross Profit*

184 - $190

772 - $783

Adjusted EBITDA*

51.5 - $56.5

228 - $240

Non-GAAP Net Income (Loss)*

38 - $42

168 - $176

Although we provide guidance for Adjusted EBITDA and Non-GAAP Net Income (Loss), we are not able to provide guidance for projected net income (loss), the most directly

comparable GAAP measure. Certain elements of net income (loss), including share-based compensation expenses are not predictable due to the high variability and difficulty of making accurate forecasts. As a result, it is impractical for us to provide

guidance on net income (loss) or to reconcile our Adjusted EBITDA and Non-GAAP Net Income (Loss) guidance without unreasonable efforts. Consequently, no disclosure of projected net income (loss) is included. For the same reasons, we are unable to

address the probable significance of the unavailable information.

Webcast & Conference Call

Taboola’s senior management team will discuss the Company’s earnings on a call that can be accessed via webcast at https://investors.taboola.com.

To access the call by phone, please go to this link: https://register-conf.media-server.com/register/BI9e7de4b306b347a4848f5087865fc7c2 to register at and you will

be provided with dial in details. The webcast will be available for replay for one year, through the close of business on August 5, 2027.

*About Non-GAAP Financial Information

This press release includes ex-TAC Gross Profit, Adjusted EBITDA, Ratio of Adjusted EBITDA to

ex-TAC Gross Profit, Free Cash Flow, Non-GAAP Net Income (Loss), which are non-GAAP financial measures. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in

understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to revenues, gross profit, net income (loss), cash flows from operations or other measures of

profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. The Company believes non-GAAP financial measures

provide useful supplemental information to management and investors regarding future financial and business trends relating to the Company. The Company believes that the use of these measures provides an additional tool for investors to use in

evaluating operating results and trends and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent

limitations because they reflect the exercise of judgments by management about which items are excluded or included in calculating them, which may vary from period to period. Please refer to the appendix at the end of this press release for

reconciliations to the most directly comparable measures in accordance with GAAP.

Definitions

•

Ex-TAC Gross Profit: Gross profit adjusted to add back other cost of revenues and non-cash amortization of the Commercial agreement asset. We

add back (i) the non-cash amortization of the Commercial agreement asset because it is unique primarily due to the issuance of equity rather than cash and (ii) Publisher’s prepayments write-off that are one time non cash, such that ex-TAC

Gross Profit includes solely direct cash contribution components.

•

Adjusted EBITDA: Net income (loss) before finance income

(expenses), net, income tax expenses, depreciation and amortization and non-cash amortization of the Commercial agreement asset, further adjusted to exclude share-based compensation including Connexity holdback compensation expenses and

other noteworthy income and expense items such as M&A costs and restructuring costs which may vary from period-to-period.

•

Adjusted EBITDA margins: The ratio of Adjusted EBITDA to

ex-TAC Gross Profit as Adjusted EBITDA divided by ex-TAC Gross Profit.

Note Regarding Forward-Looking Statements

Certain statements in this press release are forward-looking statements. Forward-looking statements generally relate to future events including future financial or

operating performance of Taboola.com Ltd. (the “Company”). In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “guidance”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,

“target”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ

materially from those expressed or implied by such forward looking statements.

These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain.

Uncertainties and risk factors that could affect the Company’s future performance and cause results to differ from the forward-looking statements in this press release include, but are not limited to: the Company’s ability to grow and manage growth

profitably, maintain relationships with customers and retain its management and key employees; changes in applicable laws or regulations; the degree to which, or whether, Realize can achieve its intended performance objectives and attract, retain and

grow advertisers and advertising spending; the Company’s estimates of expenses and profitability and underlying assumptions with respect to accounting presentations and purchase price and other adjustments; the extent to which we will buyback any of

our shares pursuant to authority granted by the Company’s Board of Directors, which may depend upon market and economic conditions, other business opportunities and priorities, satisfying required conditions under the Israeli Companies Law and the

Companies Regulations or other factors; the ability to attract new digital properties and advertisers; ability to meet minimum guarantee requirements in contracts with digital properties; intense competition in the digital advertising space,

including with competitors who have significantly more resources; ability to grow and scale the Company’s ad and content platform through new relationships with advertisers and digital properties;

ability to secure high quality content from digital properties; ability to maintain relationships with current advertiser and digital property partners; ability to prioritize investments to improve profitability and free cash flow; ability to make

continued investments in the Company’s AI powered technology platform; the need to attract, train and retain highly-skilled technical workforce; changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on

digital advertising; continued engagement by users who interact with the Company’s platform on various digital properties; reliance on a limited number of partners for a significant portion of the Company’s revenue; changes in laws and regulations

related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; ability to enforce, protect and maintain intellectual property rights; the potential or expected impact of tariffs on advertising

spend, consumer and business sentiment, and the general economic environment; risks related to the fact that we are incorporated in Israel and governed by Israeli law; the potential impacts of the war in Israel to the Company’s operations; and other

risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 under Part 1, Item 1A “Risk Factors” and in the Company’s subsequent filings with the Securities and Exchange Commission. Nothing in

this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not

place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no duty to update these forward-looking statements except as may be required by law.

Nothing in this press release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of

the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no duty to update these

forward-looking statements except as may be required by law.

About Taboola

Taboola empowers businesses to grow through performance advertising technology that goes beyond search and social and delivers measurable outcomes at scale.

Taboola works with thousands of businesses who advertise directly on Realize, Taboola’s powerful ad platform, reaching over 600 million daily active users across some of

the best publishers in the world. Publishers like NBC News, Yahoo, and OEMs such as Samsung, Xiaomi and others use Taboola’s technology to grow audience and revenue, enabling Realize to offer unique data, specialized algorithms, and unmatched scale.

Investor Contact:

Aadam Anwar

investors@taboola.com

Press Contact:

Dave Struzzi

press@taboola.com

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands, except share and per share data

June 30,

December 31,

2026

2025

Unaudited

ASSETS

CURRENT ASSETS

Cash and cash equivalents

133,052

120,865

Trade receivables (net of allowance for credit losses of $15,227 and $13,889 as of June 30, 2026 and December 31, 2025, respectively) (1)

316,740

360,166

Prepaid expenses and other current assets

69,151

77,000

Total current assets

518,943

558,031

NON-CURRENT ASSETS

Long-term prepaid expenses

10,205

15,116

Commercial agreement asset

262,129

270,248

Restricted deposits

1,463

1,462

Deferred tax assets, net

20,422

20,624

Operating lease right of use assets

71,920

79,167

Property and equipment, net

104,758

95,335

Intangible assets, net

2,578

13,925

Goodwill

555,931

Total non-current assets

1,029,406

1,051,808

Total assets

1,548,349

1,609,839

(1) Includes related party trade receivables of $49,760 and $39,210, as of June 30, 2026 and December 31, 2025,

respectively.

CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands, except share and per share data

June 30,

December 31,

2026

2025

Unaudited

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Trade payables (2)

275,949

330,684

Short-term operating lease liabilities

33,787

30,408

Accrued expenses and other current liabilities

159,204

159,874

Total current liabilities

468,940

520,966

LONG-TERM LIABILITIES

Revolving credit facility

72,000

102,300

Long-term operating lease liabilities

51,615

61,382

Warrants liability

—

501

Deferred tax liabilities, net

561

628

Other long-term liabilities

17,240

16,867

Total long-term liabilities

141,416

181,678

COMMITMENTS AND CONTINGENCIES (Note 10)

SHAREHOLDERS’ EQUITY

Ordinary shares with no par value- Authorized: 700,000,000 as of June 30, 2026 and December 31, 2025; 363,374,228 and 341,610,237 shares issued, and 251,850,218 and 246,330,707 shares outstanding as of June 30, 2026 and December 31, 2025, respectively

—

Non-voting Ordinary shares with no par value - Authorized: 46,000,000 as of June 30, 2026 and December 31, 2025; 33,198,702 and 45,198,702 shares issued, and 18,039,644 and

30,039,644 shares outstanding as of June 30, 2026 and December 31, 2025, respectively

—

Treasury Ordinary shares, at cost - 126,683,068 (111,524,010 Ordinary shares and 15,159,058 Non-voting Ordinary shares) and 110,438,588 (95,279,530 Ordinary shares and 15,159,058

Non-voting Ordinary shares) as of June 30, 2026 and December 31, 2025, respectively

(450,826

)

(385,651

)

Additional paid-in capital

1,435,861

1,404,248

Accumulated other comprehensive income

1,511

534

Accumulated deficit

(48,553

)

(111,936

)

Total shareholders’ equity

937,993

907,195

Total liabilities and shareholders’ equity

1,548,349

1,609,839

(2) Includes related party trade payables of $72,723 and $70,950, as of June 30, 2026 and December 31, 2025,

respectively.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

U.S. dollars in thousands, except share and per share data

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

Unaudited

Revenues (1)

476,826

465,474

943,221

892,967

Cost of revenues:

Traffic acquisition cost (2)

300,705

297,423

603,084

577,220

Other cost of revenues

36,642

32,440

71,081

60,829

Total cost of revenues

337,347

329,863

674,165

638,049

Gross profit

139,479

135,611

269,056

254,918

Operating expenses:

Research and development, net

38,435

37,482

78,015

73,438

Sales and marketing

67,156

71,248

139,721

137,138

General and administrative

26,629

26,837

51,677

50,560

Other income, net (3)

—

(77,000

)

—

Total operating expenses

132,220

135,567

192,413

261,136

Operating profit (loss)

7,259

76,643

(6,218

)

Finance income (expenses), net (4)

(2,491

)

(212

)

(6,991

)

Income (loss) before income taxes

7,292

(2,447

)

76,431

(13,209

)

Income tax benefit (expenses)

(2,975

)

(1,898

)

(13,048

)

114

Net income (loss)

4,317

(4,345

)

63,383

(13,095

)

Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, basic

0.02

(0.01

)

0.23

(0.04

)

Net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted

0.01

(0.01

)

0.22

(0.04

)

Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, basic

278,160,082

313,572,282

280,185,111

327,578,134

Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted

291,392,907

313,572,282

290,505,359

327,578,134

(1) Includes revenues from related party of $79,267 and $46,455, for the three months ended June 30, 2026 and 2025,

respectively, and $148,947 and $94,780 for the six months ended June 30, 2026 and 2025, respectively.

(2) Includes traffic acquisition cost to related party of $104,270 and $84,154 for the three months ended June 30, 2026 and 2025, respectively, and $201,060 and $159,556 for the six months ended June 30, 2026 and 2025, respectively.

(3) See Note 10 Commitments and Contingencies.

(4) Includes loss on extinguishment of debt of $6,597 for the six months ended June 30, 2025.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

U.S. dollars in thousands

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

Unaudited

Net income (loss)

4,317

(4,345

)

63,383

(13,095

)

Other comprehensive income:

Unrealized gains on derivative instruments, net

1,845

3,541

977

2,350

Other comprehensive income

1,845

3,541

977

2,350

Other Comprehensive income (loss)

6,162

(804

)

64,360

(10,745

)

SHARE-BASED COMPENSATION BREAK-DOWN BY EXPENSE LINE

U.S. dollars in thousands

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

Unaudited

Cost of revenues

710

956

1,449

1,823

Research and development

4,524

6,734

9,360

13,128

Sales and marketing

4,481

4,602

8,741

8,823

General and administrative

4,412

4,280

8,772

8,315

Total share-based compensation expenses

14,127

16,572

28,322

32,089

DEPRECIATION AND AMORTIZATION BREAK-DOWN BY EXPENSE LINE

U.S. dollars in thousands

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

Unaudited

Cost of revenues

9,469

8,744

18,946

17,443

Research and development

733

524

1,215

1,055

Sales and marketing

422

11,190

6,333

22,453

General and administrative

144

318

346

495

Total depreciation and amortization expense

10,768

20,776

26,840

41,446

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

Unaudited

Cash flows from operating activities

Net income (loss)

4,317

(4,345

)

63,383

(13,095

)

Adjustments to reconcile net loss to net cash flows provided by operating activities:

Depreciation, amortization and write-off

10,768

23,705

26,840

44,387

Share-based compensation expenses

14,127

16,572

28,322

32,089

Net gain from financing expenses

(649

)

(3,637

)

(440

)

(4,675

)

Revaluation of the Warrants liability

(105

)

903

(501

)

(823

)

Amortization of loan and credit facility issuance costs

167

184

351

597

Loss on extinguishment of debt

—

6,597

Commercial agreement asset amortization

4,082

8,119

Loss from disposal of property and equipment

181

—

181

—

Change in operating assets and liabilities:

Decrease in trade receivables, net (1)

(6,831

)

9,136

43,426

74,332

Decrease in prepaid expenses and other current assets and long-term prepaid expenses

(226

)

(1,717

)

16,031

2,717

Decrease in trade payables (2)

(4,272

)

12,037

(46,501

)

(19,721

)

Increase in accrued expenses and other current liabilities and other long-term liabilities

7,226

(11,586

)

(297

)

(33,782

)

Decrease (Increase) in deferred taxes, net

1,642

(1,689

)

135

(4,809

)

Change in operating lease right of use assets

7,762

6,443

14,802

12,654

Change in operating lease liabilities

(6,936

)

(2,691

)

(13,943

)

(9,079

)

Net cash provided by operating activities

31,253

47,397

139,908

95,508

Cash flows from investing activities

Purchase of property and equipment

(13,937

)

(13,236

)

(32,311

)

(25,277

)

Proceeds from maturities of short-term investments

—

3,780

Net cash used in investing activities

(13,937

)

(13,236

)

(32,311

)

(21,497

)

Cash flows from financing activities

Issuance costs

—

(275

)

—

(938

)

Exercise of options

8,141

2,501

9,138

3,206

Payment of tax withholding for share-based compensation expenses

(4,327

)

(1,135

)

(6,902

)

(1,977

)

Repurchase of Ordinary shares and non-voting Ordinary shares

(41,542

)

(100,666

)

(64,233

)

(150,008

)

Payments on account of repurchase of Ordinary shares

(3,059

)

(705

)

(3,552

)

(3,060

)

Repayment of long-term loan

—

(122,736

)

Proceeds from revolving credit line, net of issuance costs

—

123,985

Additional proceeds from revolving credit line

133,100

76,000

242,100

76,000

Repayment of revolving credit line

(127,500

)

(114,500

)

(272,400

)

(114,500

)

Net cash used in financing activities

(35,187

)

(138,780

)

(95,849

)

(190,028

)

Exchange rate differences on balances of cash and cash equivalents

648

3,637

439

4,675

Increase (decrease) in cash and cash equivalents

(17,223

)

(100,982

)

12,187

(111,342

)

Cash and cash equivalents - at the beginning of the period

150,275

216,223

120,865

226,583

Cash and cash equivalents - at end of the period

133,052

115,241

133,052

115,241

(1) Includes a decrease (increase) in related party trade receivables of $14,032 and $1,553, for the three months ended June 30, 2026 and 2025, respectively, and a decrease (increase) of $(10,550) and $42,125 for

the six months ended June 30, 2026 and 2025, respectively.

(2) Includes an increase (decrease) in related party trade payables of $3,083 and $1,494, for the three months ended June 30, 2026 and 2025, respectively,and a (decrease) increase in related party trade payables of $1,773 and $(7,640), for the six months ended June 30, 2026 and 2025, respectively.

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

Unaudited

Supplemental disclosures of cash flow information:

Cash paid during the year for:

Income taxes

6,997

10,443

9,592

14,207

Interest

1,333

1,766

2,824

3,955

Non-cash investing and financing activities:

Purchase of property and equipment

2,074

2,691

1,898

Share-based compensation included in capitalized internal-use software

552

448

1,020

727

Exercise of options

(450

)

—

APPENDIX: Non-GAAP Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR THE

THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)

The following table provides a reconciliation of revenues to ex-TAC Gross Profit.

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

(dollars in thousands)

Revenues

476,826

465,474

943,221

892,967

Traffic acquisition cost (1)

300,705

297,423

603,084

577,220

Other cost of revenues

36,642

32,440

71,081

60,829

Gross profit

139,479

135,611

269,056

254,918

Add back: Other cost of revenues (1)

52,893

36,522

91,369

68,948

ex-TAC Gross Profit

192,372

172,133

360,425

323,866

(1) The three and six months ended June 30, 2026, included $4,082 and $8,119 amortization expense of the non-cash based Commercial agreement asset

respectively, and $12,169 write-off of Publisher’s prepayments. See Note 1(b) and 2 respectively of Notes to the Unaudited Interim Consolidated Financial Statements.

The following table provides a reconciliation of net income (loss) to Adjusted EBITDA.

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

(dollars in thousands)

Net income (loss)

4,317

(4,345

)

63,383

(13,095

)

Adjusted to exclude the following:

Finance expenses (income), net

(33

)

2,491

212

6,991

Income tax expenses (benefit)

2,975

1,898

13,048

(114

)

Depreciation and amortization (1)

27,019

27,659

47,128

52,366

Share-based compensation expenses

14,127

16,571

28,322

32,089

Reduction in workforce expenses (2)

5,970

—

5,970

—

Other costs (3)

1,116

904

(75,884

)

2,876

Adjusted EBITDA

55,491

45,178

82,179

81,113

(1)

The three and six months ended June 30, 2026, included $4,082 and $8,119 amortization expense of the non-cash based Commercial agreement asset respectively, and $12,169 write-off

of Publisher’s prepayments. See Note 1(b) and 2 respectively of Notes to the Unaudited Interim Consolidated Financial Statements.

(2)

Costs associated with the Company’s reduction of its workforce implemented in April 2026.

(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 it the amount of $904 and $2,876, respectively.

The following table provides a reconciliation of net income (loss) to Non-GAAP Net Income (loss).

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

(dollars in thousands)

Net income (loss)

4,317

(4,345

)

63,383

(13,095

)

Amortization of intangible assets (1)

19,210

17,828

31,635

35,611

Share-based compensation expenses

14,127

16,572

28,322

32,089

Other costs (2)

1,116

904

(75,884

)

2,876

Reduction in workforce expenses (3)

5,970

—

5,970

—

Revaluation of Warrants

(105

)

903

(501

)

(823

)

Foreign currency exchange rate gains (losses) (4)

(546

)

265

(1,227

)

(1,259

)

Income tax effects

(2,809

)

(1,918

)

6,777

(6,788

)

Loss on extinguishment of debt (5)

—

6,597

Non-GAAP Net Income

41,280

30,209

58,475

55,208

(1)

The three and six months ended June 30, 2026, included $4,082 and $8,119 amortization expense of the non-cash based Commercial agreement asset respectively, and $12,169 write-off

of Publisher’s prepayment. See Note 1(b) and 2 respectively of Notes to the Unaudited Interim Consolidated Financial Statements.

(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

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.

(3)

Costs associated with the Company’s reduction of its workforce implemented in April 2026.

(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.

(5)

See Note 7 of Notes to the Unaudited Consolidated Interim Financial Statements.

The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow.

Three months ended

June 30,

Six months ended

June 30,

2026

2025

2026

2025

(dollars in thousands)

Net cash provided by operating activities

31,253

47,397

139,908

95,508

Purchases of property and equipment, including capitalized internal-use software

(13,937

)

(13,236

)

(32,311

)

(25,277

)

Free Cash Flow

17,316

34,161

107,597

70,231

APPENDIX: Non-GAAP Guidance Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q3 2026 AND FULL YEAR 2026 GUIDANCE

(Unaudited)

The following table provides a reconciliation of projected Gross profit to ex-TAC Gross Profit.

Q3 2026

Guidance

FY 2026

Guidance

Unaudited

(dollars in millions)

Revenues

460 - $473

1,930 - $1,956

Traffic acquisition cost

(280)-($287)

(1,187)-($1,202)

Other cost of revenues

(32)-($34)

(138)-($139)

Gross profit

148 - $152

605 - $615

Add back: Other cost of revenues (1)

(36)-($38)

(167)-($168)

ex-TAC Gross Profit

184 - $190

772 - $783

(1)

Third-Quarter and Full-Year 2026 guidance includes $4,126 and $16,372 amortization expense of the non-cash based Commercial agreement asset, respectively. Full-Year 2026

includes $12,169 write-off of Publisher’s prepayments. See Note 1(b) and 2 respectively of Notes to the Unaudited Interim Consolidated Financial Statements.

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