Form 8-K

8-K — Taboola.com Ltd.

Accession: 0001140361-26-019164

Filed: 2026-05-06

Period: 2026-05-06

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 — ef20071189_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20071189_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: ef20071189_8k.htm · Sequence: 1

false000184050200-000000000018405022026-05-062026-05-060001840502tbla:WarrantsToPurchaseOrdinarySharesMember2026-05-062026-05-060001840502tbla:OrdinarySharesNoParValueMember2026-05-062026-05-06

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):

May 6, 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

Warrants to purchase ordinary shares

TBLAW

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 May 6, 2026, Taboola.com Ltd. (the “Company” or “Taboola”) issued a press release announcing its financial results for the first 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 May 6, 2026, the Company made available an investor presentation and prepared remarks which provide highlights of the Company’s first quarter of 2026 financial results

and related information, which is being made available in connection with the May 6, 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 May 6, 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: May 6, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20071189_ex99-1.htm · Sequence: 2

Exhibit 99.1

Taboola Reports Strong First Quarter 2026 Results Exceeding High-End of Guidance,

Raises Full-Year Outlook Reflecting Accelerating Growth

NEW YORK, May 6, 2026 (GLOBE NEWSWIRE) -- Taboola (Nasdaq: TBLA), a global leader in delivering performance at scale for advertisers, today announced

its results for the first quarter ended March 31, 2026.

“We’re starting the year strong, exceeding the high end of our guidance across all metrics and raising our full-year outlook, reflecting accelerated growth,” said Adam

Singolda, CEO of Taboola. “We’re seeing steady progress toward consistent double-digit growth, driven by advertiser success on Realize. Our unique data, AI, and distribution continue to deliver real performance outcomes. We remain focused on growing

the budgets we manage, returning capital through an aggressive share repurchase program, and strengthening our position as a leader in performance advertising beyond search and social.”

First Quarter 2026 Financial Results

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

•

Revenues of $466.4 million, an increase of 9.1%.

•

Gross Profit of $129.6 million, an increase of 8.6%. ex-TAC Gross Profit was $168.1 million, an increase of 10.8%.

•

Net Income was $59.1 million, improved from a Net loss of $8.8 million. Adjusted EBITDA was $26.7 million, down (25.7)%. Adjusted EBITDA margins in the quarter was 15.9%.

•

Cash Flow generated by operating activities was $108.7 million, compared to $48.1 million. Free Cash Flow was $90.3 million, compared to $36.1 million.

Second Quarter and Full Year 2026 Guidance

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

Q2 2026 Guidance

FY 2026 Guidance

Unaudited

(dollars in millions)

Revenues

$492 - $505

$2,006 - $2,062

Gross profit

$147 - $152

$610 - $630

ex-TAC Gross Profit*

$189 - $194

$760 - $781

Adjusted EBITDA*

$49 - $55

$222 - $240

Non-GAAP Net Income*

$36 - $43

$167 - $191

Although we provide guidance for Adjusted EBITDA and Non-GAAP Net Income, 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 and warrant valuations, 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 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 to register at https://register-conf.media-server.com/register/BI6665292d621340d8914cb2f724e2fcc5

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 May 7, 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, 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 the non-cash amortization of the Commercial agreement asset because it is unique primarily due to the issuance of equity rather than 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.

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

March 31,

December 31,

2026

2025

Unaudited

ASSETS

CURRENT ASSETS

Cash and cash equivalents

150,275

120,865

Trade receivables (net of allowance for credit losses of $15,273 and $13,889 as of March 31, 2026 and

December 31, 2025, respectively) (1)

309,909

360,166

Prepaid expenses and other current assets

60,909

77,000

Total current assets

521,093

558,031

NON-CURRENT ASSETS

Long-term prepaid expenses

13,934

15,116

Commercial agreement asset

266,211

270,248

Restricted deposits

1,462

Deferred tax assets, net

22,239

20,624

Operating lease right of use assets

72,528

79,167

Property and equipment, net

96,185

95,335

Intangible assets, net

5,537

13,925

Goodwill

555,931

Total non-current assets

1,034,027

1,051,808

Total assets

1,555,120

1,609,839

(1)

Includes related party trade receivables of $51,313 and $39,210, as of March 31, 2026 and December 31

CONSOLIDATED BALANCE SHEETS

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

March 31,

December 31,

2026

2025

Unaudited

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES

Trade payables (2)

278,147

330,684

Short-term operating lease liabilities

30,652

30,408

Accrued expenses and other current liabilities

152,077

159,874

Total current liabilities

460,876

520,966

LONG-TERM LIABILITIES

Revolving credit facility

66,400

102,300

Long-term operating lease liabilities

54,532

61,382

Warrants liability

105

501

Deferred tax liabilities, net

736

628

Other long-term liabilities

17,141

16,867

Total long-term liabilities

138,914

181,678

COMMITMENTS AND CONTINGENCIES (Note 10)

SHAREHOLDERS' EQUITY

Ordinary shares with no par value - Authorized: 700,000,000 as of March 31, 2026 and December 31, 2025;

345,272,825 and 341,610,237 shares issued, and 243,107,545 and 246,330,707 shares outstanding as of March 31, 2026 and December 31, 2025, respectively

—

Non-voting Ordinary shares with no par value - Authorized: 46,000,000 as of March 31, 2026 and December

31, 2025; 45,198,702 shares issued, and 30,039,644 shares outstanding as of March 31, 2026 and December 31, 2025.

—

Treasury Ordinary shares, at cost - 117,324,338 (102,165,280 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 March 31, 2026 and December 31, 2025, respectively

(409,284

)

(385,651

)

Additional paid-in capital

1,417,818

1,404,248

Accumulated other comprehensive income (loss)

(334

)

534

Accumulated deficit

(52,870

)

(111,936

)

Total shareholders' equity

955,330

907,195

Total liabilities and shareholders' equity

1,555,120

1,609,839

(2) Includes related party trade payables of $71,229 and $70,950, as of March 31, 2026 and December 31, 2025, respectively.

CONSOLIDATED STATEMENTS OF LOSS

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

Three months ended

March 31,

2026

2025

Unaudited

Revenues (1)

466,395

427,493

Cost of revenues:

Traffic acquisition cost (2)

302,379

279,797

Other cost of revenues

34,439

28,389

Total cost of revenues

336,818

308,186

Gross profit

129,577

119,307

Operating expenses:

Research and development, net

39,580

35,956

Sales and marketing

72,565

65,890

General and administrative

25,048

23,723

Other income, net (3)

(77,000

)

Total operating expenses

60,193

125,569

Operating income (loss)

69,384

(6,262

)

Finance expenses, net (4)

(245

)

(4,500

)

Income (loss) before income taxes

69,139

(10,762

)

Income tax benefit (expenses)

(10,073

)

2,012

Net income (loss)

59,066

(8,750

)

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

0.21

(0.03

)

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

0.20

(0.03

)

Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and

Non-voting Ordinary shareholders, basic

282,244,774

341,960,999

Weighted-average shares used in computing net income (loss) per share attributable to Ordinary and

Non-voting Ordinary shareholders, diluted

288,764,244

341,960,999

(1) Includes revenues from related party of $69,680 and $48,324, for the three months ended March 31, 2026 and 2025, respectively.

(2) Includes traffic acquisition cost to related party of $96,790 and $82,159 for the three months ended March 31, 2026 and 2025, respectively.

(3) See Note 10 to the Unaudited Consolidated Interim Financial Statements.

(4) Includes loss on extinguishment of debt of $6,597 for the three months ended March 31,

2025.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

U.S. dollars in thousands

Three months ended

March 31,

2026

2025

Unaudited

Net income (loss)

59,066

(8,750

)

Other comprehensive loss:

Unrealized losses on derivative instruments, net

(868

)

(1,191

)

Other comprehensive loss

(868

)

(1,191

)

Comprehensive income (loss)

58,198

(9,941

)

SHARE-BASED COMPENSATION BREAK-DOWN BY EXPENSE LINE

U.S. dollars in thousands

Three months ended

March 31,

2026

2025

Unaudited

Cost of revenues

739

867

Research and development, net

4,836

6,394

Sales and marketing

4,260

4,221

General and administrative

4,360

4,035

Total share-based compensation expenses

14,195

15,517

DEPRECIATION AND AMORTIZATION BREAK-DOWN BY EXPENSE LINE

U.S. dollars in thousands

Three months ended

March 31,

2026

2025

Unaudited

Cost of revenues

9,477

8,699

Research and development, net

482

531

Sales and marketing

5,911

11,263

General and administrative

202

177

Total depreciation and amortization expense

16,072

20,670

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

Three months ended

March 31,

2026

2025

Unaudited

Cash flows from operating activities

Net income (loss)

59,066

(8,750

)

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

Depreciation, amortization and write-offs

16,072

20,682

Share-based compensation expenses

14,195

15,517

Net loss (gain) from financing expenses

209

(1,038

)

Revaluation of the Warrants liability

(396

)

(1,726

)

Amortization of loan and credit facility issuance costs

184

413

Loss on extinguishment of debt

—

6,597

Commercial agreement asset amortization

4,037

Change in operating assets and liabilities:

Decrease in trade receivables, net (1)

50,257

65,196

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

16,257

4,434

Decrease in trade payables (2)

(42,229

)

(31,758

)

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

(7,523

)

(22,196

)

Increase in deferred taxes, net

(1,507

)

(3,120

)

Change in operating lease right of use assets

7,040

6,211

Change in operating lease liabilities

(7,007

)

(6,388

)

Net cash provided by operating activities

108,655

48,111

Cash flows from investing activities

Purchase of property and equipment

(18,374

)

(12,041

)

Proceeds from maturities of short-term investments

—

3,780

Net cash used in investing activities

(18,374

)

(8,261

)

Cash flows from financing activities

Issuance costs

—

(663

)

Exercise of options

997

705

Payment of tax withholding for share-based compensation expenses

(2,575

)

(842

)

Repurchase of Ordinary shares and non-voting Ordinary shares

(22,691

)

(49,342

)

Payments on account of repurchase of Ordinary shares

(493

)

(2,355

)

Repayment of long-term loan

—

(122,736,000

)

Proceeds from revolving credit line, net of issuance costs

—

123,985

Additional proceeds from revolving credit line

109,000

—

Repayment of revolving credit line

(144,900

)

—

Net cash used in financing activities

(60,662

)

(51,248

)

Exchange rate differences on balances of cash and cash equivalents

(209

)

1,038

Increase (decrease) in cash and cash equivalents

29,410

(10,360

)

Cash and cash equivalents - at the beginning of the period

120,865

226,583

Cash and cash equivalents - at end of the period

150,275

216,223

(1) Includes an increase (decrease) in related party trade receivables of $(12,103)

and $28,093, for the three months ended March 31, 2026 and 2025, respectively.

(2) Includes a decrease in related party trade payables of $279 and $(10,723), for the three months ended March 31, 2026 and 2025, respectively.

CONSOLIDATED STATEMENTS OF CASH FLOWS

U.S. dollars in thousands

Three months ended

March 31,

2026

2025

Unaudited

Supplemental disclosures of cash flow information:

Cash paid during the year for:

Income taxes

2,595

3,764

Interest

1,491

2,189

Non-cash investing and financing activities:

Purchase of property and equipment

617

1,895

Share-based compensation included in capitalized internal-use software

468

279

Exercise of options

485

Creation and modification of operating lease right-of-use assets and operating lease liability

401

28,922

APPENDIX: Non-GAAP Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL

MEASURES FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)

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

Gross Profit.

Three months ended

March 31,

2026

2025

(dollars in thousands)

Revenues

466,395

427,493

Traffic acquisition cost (1)

302,379

279,797

Other cost of revenues

34,439

28,389

Gross profit

129,577

119,307

Add back: Other cost of revenues (1)

38,476

32,426

ex-TAC Gross Profit

168,053

151,733

(1) The three months ended March 31, 2026 and 2025 included $4,037 amortization expense of the non-cash based Commercial agreement asset. See Note 1b and

Note 2 of Notes to the Unaudited Consolidated Interim Financial Statements.

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

Three months ended

March 31,

2026

2025

(dollars in thousands)

Net income (loss)

59,066

(8,750

)

Adjusted to exclude the following:

Finance expenses, net

245

4,500

Income tax expenses (benefit)

10,073

(2,012

)

Depreciation and amortization (1)

20,109

24,707

Share-based compensation expenses

14,195

15,518

Settlement income, net (2)

(77,000

)

—

Other costs (3)

—

1,972

Adjusted EBITDA

26,688

35,935

(1)

The three months ended March 31, 2026 and 2025 included $4,037 amortization expense of the non-cash based Commercial agreement asset. See

Note 1b and Note 2 of Notes to the Unaudited Consolidated Interim Financial Statements.

(2)

The three months ended March 31, 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.

(3)

The three months ended March 31, 2025 included $1,972 in 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.

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

Three months ended

March 31,

2026

2025

(dollars in thousands)

Net income (loss)

59,066

(8,750

)

Amortization of acquired intangibles (1)

12,425

17,783

Share-based compensation expenses

14,195

15,518

Settlement income, net (2)

(77,000

)

—

Other costs (3)

—

1,972

Revaluation of Warrants

(396

)

(1,726

)

Foreign currency exchange rate losses (4)

(681

)

(1,524

)

Income tax effects

9,586

(4,870

)

Loss on extinguishment of debt (5)

—

6,597

Non-GAAP Net Income

17,195

25,000

(1)

The three months ended March 31, 2026 and 2025 included $4,037 amortization expense of the non-cash based Commercial agreement asset. See Note 1b and Note 2 of Notes to the Unaudited Consolidated Interim

Financial Statements.

(2)

The three months ended March 31, 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.

(3)

The three months ended March 31, 2025 included $1,972 in 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.

(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

March 31,

2026

2025

(dollars in thousands)

Net cash provided by operating activities

108,655

48,111

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

(18,374

)

(12,041

)

Free Cash Flow

90,281

36,070

APPENDIX: Non-GAAP Guidance Reconciliation

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q2 2026 AND FULL YEAR 2026 GUIDANCE

(Unaudited)

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

Q2 2026 Guidance

FY 2026 Guidance

Unaudited

(dollars in millions)

Revenues

$492 - $505

$2,006 - $2,062

Traffic acquisition cost

($307) - ($315)

($1,262) - ($1,297)

Other cost of revenues

($38) - ($38)

($134) - ($135)

Gross profit

$147 - $152

$610 - $630

Add back: Other cost of revenues & amortization

($42) - ($42)

($150) - ($151)

ex-TAC Gross Profit

$189 - $194

$760 - $781

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