0001840502-25-000047 | 10-Q | XBRL Viewer

Print Document

SHORT-TERM INVESTMENTS (Details) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Investments, Debt and Equity Securities [Abstract]
Short-term investments	$ 0	$ 3,780,000

INCOME TAXES	3 Months Ended
INCOME TAXES	Mar. 31, 2025
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company calculated its income tax expenses for the three months ended March 31, 2025 by applying the accounting principal of determining the annual effective tax rate (pre-tax income or loss excluding unusual discrete items). The Company updates its calculations each quarter and makes a year-to-date adjustment if necessary. The Company’s quarterly effective tax rates were 19.0% and (19)% for the three months ended March 31, 2025 and 2024, respectively. The effective tax rate results primarily from the geographic distribution of the Company’s worldwide earnings or losses, applicable tax regulations, changes in valuation allowance, tax benefits associated with acquired intangible assets, which are mainly in the US, and other nondeductible expenses.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

3 Months Ended

Mar. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company enters into foreign currency forward contracts and put and call options with financial institutions to protect itself against the foreign exchange risks, mainly exposure to changes in the exchange rate of the New Israeli Shekel (“NIS”) against the U.S dollar that are associated with forecasted future cash flows for up to twelve months. The Company’s risk management strategy includes the use of derivative financial instruments to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates; these derivative instruments are designated as cash flow hedges. The Company does not enter into derivative transactions for trading or speculative purposes.

As of March 31, 2025 and December 31, 2024, the notional amounts of the Company’s derivative instruments designated as cash flow hedging instruments outstanding in U.S. dollars amounted to $46,093 and $49,502 respectively.

Gross notional amounts do not quantify risk or represent assets or liabilities of the Company but are used in the calculation of settlements under the contracts.

The Company records all cash flow hedging instruments on the consolidated balance sheets at fair value. The fair values of outstanding derivative instruments designated as cash flow hedging instruments were as follows:


	March 31,	December 31,
	2025	2024
	Unaudited
Prepaid expenses and other current assets	84	468
Accrued expenses and other current liabilities	(857)	$	50

The gains (losses) related to cash flow hedging instruments, recorded in the consolidated interim statements of loss, for the three months ended March 31, 2025 and 2024, were as follows:


	Three Months Ended March 31,

	2025		2024
	Unaudited
Cost of revenues	$	16	$	15
Research and development	148		174
Sales and marketing	38		43
General and administrative	26		35
Total gains recognized in the consolidated statements of loss, net	$	228	$	267

Effect of Foreign Currency Contracts on Accumulated Other Comprehensive Income (Loss)

Net unrealized gains (losses) of foreign currency contracts designated as cash flow hedging instruments are recorded in accumulated other comprehensive income (loss).

The changes in unrealized gains (losses) on the Company’s derivative instruments recorded in accumulated other comprehensive income (loss) were as follows:


	Three months ended March 31,

	2025		2024
	Unaudited
Unrealized gains on derivative instruments at the beginning of the period	$	418	$	948
Changes in fair value of derivative instruments	(963)		(509)
Reclassification of (gains) recognized in the consolidated interim statements of loss from accumulated other comprehensive income (loss)	(228)		(267)
Unrealized gains (losses) on derivative instruments at the end of the period (unaudited)	$	(773)	$	172

All net deferred gains in accumulated other comprehensive income as of March 31, 2025, are expected to be recognized over the next twelve months as operating expenses in the same financial statement line item in the consolidated interim statements of loss to which the derivative relates.

COMMITMENTS AND CONTINGENCIES	3 Months Ended
COMMITMENTS AND CONTINGENCIES	Mar. 31, 2025
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Commercial Commitments In the ordinary course of the business, the Company enters into agreements with certain digital properties, under which, in some cases it agrees to pay them a guaranteed amount, generally per thousand page views on a monthly basis. These agreements could cause a gross loss on digital property accounts in which the guarantee is higher than the actual revenue generated. These contracts generally range in duration from 2 to 5 years, though some can be shorter or longer. Non-cancelable Purchase Obligations In the normal course of business, the Company enters into non-cancelable purchase commitments with various parties to purchase primarily software and IT related-based services. As of March 31, 2025, the Company had outstanding non-cancelable purchase obligations in the amount of $41,084. Legal Proceedings In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company investigates these claims as they arise and record a provision, as necessary. Provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Although claims are inherently unpredictable, the Company is currently not aware of any matters that, it believes would individually, or in the aggregate, have a material adverse effect on its business, financial position, results of operations, or cash flows.

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS - Share Incentive Plan (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024	Apr. 30, 2024	Feb. 29, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Payments of tax withholding for share-based compensation	$ 842,000	$ 709,000
Grant options (in shares)	0
Outstanding share options
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option, cost not yet recognized	$ 3,437,000
Weighted-average period to be recognized	7 months 9 days
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Option, cost not yet recognized	$ 133,635,000
Weighted-average period to be recognized	2 years 10 months 2 days
Fair value of RSUs	$ 11,133,000
Additional paid-in capital
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Payments of tax withholding for share-based compensation	$ 842,000	$ 709,000
Share Buyback Program
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Authorized amount			$ 100,000,000	$ 100,000,000	$ 80,000,000

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY AND NON-VOTING ORDINARY SHAREHOLDERS (Tables)

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss Per Share


	Three Months Ended March 31,
	2025				2024
	Ordinary		Non-voting		Ordinary		Non-voting
	shares		Ordinary		shares		Ordinary
			shares				shares
	Unaudited
Numerator:
Net loss attributable to Ordinary shareholders, basic and diluted	$	(7,633)	$	(1,117)	$	(22,736)	$	(3,422)

Denominator:
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic and diluted	298,323,708		43,637,291		300,303,941		45,198,702

Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted	$	(0.03)	$	(0.03)	$	(0.08)	$	(0.08)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The potential number of Ordinary shares that were excluded from the computation of diluted net loss per share attributable to Ordinary shareholders for the periods presented because including them would have been anti-dilutive is as follows:


	Three Months Ended March 31,
	2025	2024
	Unaudited
Warrants	12,349,990	12,349,990
RSUs	20,514,399	26,734,790
Outstanding share options	7,471,586	21,839,078
Issuable Ordinary shares related to business combination under holdback arrangement	—	968,992
Total	40,335,975	61,892,850

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Narrative (Details) - USD ($)	Mar. 31, 2025	Dec. 31, 2024
Designated as Hedging Instrument
Derivative [Line Items]
Notional amount	$ 46,093,000	$ 49,502,000

SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
SIGNIFICANT ACCOUNTING POLICIES (Policies)	Mar. 31, 2025
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of Taboola.com Ltd. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated balance sheet as of December 31, 2024, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2024, filed with the SEC on February 26, 2025 . In the opinion of the Company’s management, the unaudited consolidated interim financial statements have been prepared on a basis consistent with the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s unaudited interim consolidated financial statements. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025, or any other future interim or annual period.
Use of Estimates	Use of Estimates The preparation of the interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period and accompanying notes. Actual results could differ from those estimates. The Company’s management regularly evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as gross versus net in the Company’s revenue arrangements, (2) allowances for credit losses, (3) operating lease assets and liabilities, including the incremental borrowing rate and terms and provisions of each lease (4) the useful lives of its Commercial agreement asset, property and equipment and capitalized software development costs, (5) income taxes, (6) assumptions used in the option pricing models to determine the fair value of share-based compensation (7) the fair value of financial assets and liabilities, including the fair value of Private Warrants and derivative instruments (8) the fair value of acquired intangible assets and goodwill annual impairment test, and (9) the recognition and disclosure of contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances; the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. In January 2025, the Company completed an assessment of the useful lives of its servers and adjusted the estimated useful life, from three to six years, effective on January 1, 2025. Based on the carrying value of assets in service as of December 31, 2024, the change resulted in a reduction of depreciation expense of $2,793 for the three months ended March 31, 2025, recorded primarily in cost of revenue .
Concentrations of Credit Risk	Concentrations of Credit Risk The Company’s trade receivables are geographically diversified and derived mainly from sales in the United States, Israel, Germany and United Kingdom. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its accounts receivables and establishes an allowance for expected losses as necessary. As of March 31, 2025 and December 31, 2024, no single customer accounted for 10% or more of accounts receivable or total revenue for those respective years then ended, except as disclosed in Note 12.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topics 740): Improvements to Income Tax Disclosures”, which expands the disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. This ASU is effective for the annual periods beginning after December 15, 2024. In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
SIGNIFICANT ACCOUNTING POLICIES	Mar. 31, 2025
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited consolidated interim financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”), and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include the accounts of Taboola.com Ltd. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated balance sheet as of December 31, 2024, included herein, was derived from the audited consolidated financial statements as of that date, but does not include all of the disclosures, including certain notes required by GAAP on an annual reporting basis. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these unaudited consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto included in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2024, filed with the SEC on February 26, 2025 . In the opinion of the Company’s management, the unaudited consolidated interim financial statements have been prepared on a basis consistent with the annual consolidated financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s unaudited interim consolidated financial statements. The results of operations for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025, or any other future interim or annual period. Use of Estimates The preparation of the interim consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the interim consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period and accompanying notes. Actual results could differ from those estimates. The Company’s management regularly evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as gross versus net in the Company’s revenue arrangements, (2) allowances for credit losses, (3) operating lease assets and liabilities, including the incremental borrowing rate and terms and provisions of each lease (4) the useful lives of its Commercial agreement asset, property and equipment and capitalized software development costs, (5) income taxes, (6) assumptions used in the option pricing models to determine the fair value of share-based compensation (7) the fair value of financial assets and liabilities, including the fair value of Private Warrants and derivative instruments (8) the fair value of acquired intangible assets and goodwill annual impairment test, and (9) the recognition and disclosure of contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances; the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. In January 2025, the Company completed an assessment of the useful lives of its servers and adjusted the estimated useful life, from three to six years, effective on January 1, 2025. Based on the carrying value of assets in service as of December 31, 2024, the change resulted in a reduction of depreciation expense of $2,793 for the three months ended March 31, 2025, recorded primarily in cost of revenue . Concentrations of Credit Risk The Company’s trade receivables are geographically diversified and derived mainly from sales in the United States, Israel, Germany and United Kingdom. Concentration of credit risk with respect to trade receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of its accounts receivables and establishes an allowance for expected losses as necessary. As of March 31, 2025 and December 31, 2024, no single customer accounted for 10% or more of accounts receivable or total revenue for those respective years then ended, except as disclosed in Note 12. Significant Accounting Policies The Company’s significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2024, as filed with the SEC on February 26, 2025 . There have been no significant changes to these policies during the three months ended March 31, 2025. Recently Issued Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topics 740): Improvements to Income Tax Disclosures”, which expands the disclosure requirements for income taxes, primarily related to the rate reconciliation and income taxes paid. This ASU is effective for the annual periods beginning after December 15, 2024. In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Fair Values of Outstanding Derivative Instruments Designated as Cash Flow Hedging Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024	Mar. 31, 2024	Dec. 31, 2023
Derivative Instrument Detail [Abstract]
Accrued expenses and other current liabilities	$ (773)	$ 418	$ 172	$ 948
Prepaid expenses and other current assets
Derivative Instrument Detail [Abstract]
Prepaid expenses and other current assets	84	468
Accrued expenses and other current liabilities
Derivative Instrument Detail [Abstract]
Accrued expenses and other current liabilities	$ (857)	$ 50

GENERAL (Details) - USD ($)		1 Months Ended		3 Months Ended
GENERAL (Details) - USD ($)	Jan. 17, 2023	Jan. 31, 2023	Nov. 30, 2022	Mar. 31, 2025	Mar. 31, 2024	Dec. 31, 2024	Dec. 30, 2022
Shares Granted or Issued, Share-Based Payment Arrangement [Abstract]
Period of commercial agreement			30 years
Authorized share capital (in shares)							46,000,000
Shares issued, price per share (in dollars per share)	$ 3.40
Fair value of shares issued	$ 288,063,000
Amortization period	18 years
Commercial agreement assets, amortization expense				$ 4,037,000	$ 0
Non-voting Ordinary shares
Shares Granted or Issued, Share-Based Payment Arrangement [Abstract]
Authorized share capital (in shares)				46,000,000		46,000,000	46,000,000
Stock issuance expense	$ 1,388,000
Common Stock
Shares Granted or Issued, Share-Based Payment Arrangement [Abstract]
Issuance of shares (in shares)	39,525,691
Common Stock \| Non-voting Ordinary shares
Shares Granted or Issued, Share-Based Payment Arrangement [Abstract]
Issuance of shares (in shares)	45,198,702	45,198,702

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY AND NON-VOTING ORDINARY SHAREHOLDERS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Denominator:
Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in shares)	341,960,999	345,502,643
Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in shares)	341,960,999	345,502,643
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.03)	$ (0.08)
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.03)	$ (0.08)
Earnings Per Share, Diluted, Other Disclosure [Abstract]
Antidilutive securities excluded from computation of earnings per share	40,335,975	61,892,850
Common Stock
Numerator:
Net loss attributable to Ordinary shareholders, basic	$ (7,633)	$ (22,736)
Net loss attributable to Ordinary shareholders, diluted	$ (7,633)	$ (22,736)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in shares)	298,323,708	300,303,941
Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in shares)	298,323,708	300,303,941
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.03)	$ (0.08)
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.03)	$ (0.08)
Common Stock \| Non-voting Ordinary shares
Numerator:
Net loss attributable to Ordinary shareholders, basic	$ (1,117)	$ (3,422)
Net loss attributable to Ordinary shareholders, diluted	$ (1,117)	$ (3,422)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in shares)	43,637,291	45,198,702
Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in shares)	43,637,291	45,198,702
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic (in dollars per share)	$ (0.03)	$ (0.08)
Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, diluted (in dollars per share)	$ (0.03)	$ (0.08)
Warrants
Earnings Per Share, Diluted, Other Disclosure [Abstract]
Antidilutive securities excluded from computation of earnings per share	12,349,990	12,349,990
RSUs
Earnings Per Share, Diluted, Other Disclosure [Abstract]
Antidilutive securities excluded from computation of earnings per share	20,514,399	26,734,790
Outstanding share options
Earnings Per Share, Diluted, Other Disclosure [Abstract]
Antidilutive securities excluded from computation of earnings per share	7,471,586	21,839,078
Issuable Ordinary shares related to business combination under holdback arrangement
Earnings Per Share, Diluted, Other Disclosure [Abstract]
Antidilutive securities excluded from computation of earnings per share	0	968,992

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS (Tables)

3 Months Ended

Mar. 31, 2025

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

Share Option Activity

The following is a summary of share option activity and related information for the three months ended March 31, 2025 (including employees, directors, officers and consultants of the Company):


	Outstanding Share Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Balance as of January 1, 2025	25,157,131	3.50	4.74	36,594
Exercised	(304,229)	2.62	—	163
Forfeited	(94,616)	6.30	—	—
Balance as of March 31, 2025 (unaudited)	24,758,286	3.50	4.45	24,113
Exercisable as of March 31, 2025 (unaudited)	23,188,132	3.31	4.34 years	23,051

Schedule of Nonvested Restricted Stock Units Activity

c. The following is a summary of the RSU activity and related information for the three months ended March 31, 2025:


	Outstanding Restricted Shares Units	Weighted Average Grant Date Fair Value

Balance as of January 1, 2025	25,440,611	4.78
Granted	14,224,795	3.34
Vested (*)	(3,091,476)	5.01
Forfeited	(1,003,950)	4.57
Balance as of March 31, 2025 (unaudited)	35,569,980	4.19

(*) A portion of the shares that vested were netted out to satisfy the tax obligations of the recipients. During the three months ended March 31, 2025 a total of 216,463 RSUs were canceled to satisfy tax obligations, resulting in net issuance of 216,468 Ordinary shares.

Schedule of Share-Based Payment Arrangement, Cost by Plan

The total share-based compensation expense related to all of the Company’s share-based awards recognized for the three months ended March 31, 2025 and 2024, was comprised as follows:


	Three Months Ended March 31,
	2025		2024
	Unaudited
Cost of revenues	$	867	$	1,011
Research and development	6,393		6,378
Sales and marketing	4,221		4,323
General and administrative	4,036		4,689
Total share-based compensation expense	$	15,517	$	16,401

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2025	Apr. 29, 2025
Entity Listings [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2025
Document Transition Report	false
Entity File Number	001-40566
Entity Registrant Name	TABOOLA.COM LTD.
Entity Incorporation, State or Country Code	L3
Entity Address, Address Line One	16 Madison Square West
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	212
Local Phone Number	206-7633
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001840502
Amendment Flag	false
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Ordinary Shares
Entity Listings [Line Items]
Title of 12(b) Security	Ordinary shares, no par value
Trading Symbol	TBLA
Security Exchange Name	NASDAQ
Warrants
Entity Listings [Line Items]
Title of 12(b) Security	Warrants to purchase ordinary shares
Trading Symbol	TBLAW
Security Exchange Name	NASDAQ
Ordinary shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		284,728,309
Non-voting Ordinary shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		36,676,557

CASH AND CASH EQUIVALENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Breakdown of Cash and Cash Equivalents [Abstract]
Cash	$ 144,303	$ 154,962
Money market accounts and funds	71,453	70,692
Time deposits	467	929
Total Cash and cash equivalents	$ 216,223	$ 226,583

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2025

Mar. 31, 2024

Increase (decrease) in related party trade receivables

^[1]

$ (65,196)

$ (22,068)

Decrease in trade payables

^[2]

(31,758)

(8,262)

(28,093)

29,694

Decrease in trade payables

$ (10,723)

$ (22,480)

[1]	(1) Includes an increase (decrease) in related party trade receivables of $(28,093) and $29,694, for the three months ended March 31, 2025 and 2024, respectively
[2]	(2) Includes a decrease in related party trade payables of $(10,723) and $(22,480), for the three months ended March 31, 2025 and 2024, respectively.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss [Abstract]
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue	Cost of Revenue
Cost of revenues
Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss [Abstract]
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue	Cost of Revenue
Research and development
Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss [Abstract]
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue	Cost of Revenue
Sales and marketing
Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss [Abstract]
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue	Cost of Revenue
General and administrative
Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss [Abstract]
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Cost of Revenue	Cost of Revenue
Designated as Hedging Instrument
Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss [Abstract]
Derivative, gain (loss)	$ 228	$ 267
Designated as Hedging Instrument \| Cost of revenues
Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss [Abstract]
Derivative, gain (loss)	16	15
Designated as Hedging Instrument \| Research and development
Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss [Abstract]
Derivative, gain (loss)	148	174
Designated as Hedging Instrument \| Sales and marketing
Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss [Abstract]
Derivative, gain (loss)	38	43
Designated as Hedging Instrument \| General and administrative
Effect of Foreign Currency Contracts Designated as Cash Flow Hedge on the Consolidated Statements of Loss [Abstract]
Derivative, gain (loss)	$ 26	$ 35

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Mar. 31, 2025 USD ($)
Purchase Obligation, Fiscal Year Maturity [Abstract]
Purchase Obligation	$ 41,084
Minimum
Commercial Commitments [Abstract]
Period of contract	2 years
Maximum
Commercial Commitments [Abstract]
Period of contract	5 years

SEGMENTS AND GEOGRAPHIC INFORMATION - Schedule of Revenue by Geographic Area and Definite Long-lived Intangible Assets and Goodwill (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Mar. 31, 2025

Mar. 31, 2024

Dec. 31, 2024

Segments, Geographical Areas [Abstract]

Revenues

^[1]

$ 427,493

$ 414,008

Reportable Segment

Segments, Geographical Areas [Abstract]

Revenues

427,493

414,008

Tangible Assets

157,187

$ 128,385

Definite and indefinite long-lived intangible assets

607,251

620,998

Long-lived assets

$ 764,438

$ 749,383

Reportable Segment | Geographic Concentration Risk | Long-Lived Assets

Segments, Geographical Areas [Abstract]

Percentage

100.00%

Reportable Segment | Israel

Segments, Geographical Areas [Abstract]

Revenues

$ 23,283

31,465

Tangible Assets

87,369

$ 67,867

Definite and indefinite long-lived intangible assets

21,643

21,692

Long-lived assets

$ 109,012

$ 89,559

Reportable Segment | Israel | Geographic Concentration Risk | Long-Lived Assets

Segments, Geographical Areas [Abstract]

Percentage

14.00%

12.00%

Reportable Segment | United States

Segments, Geographical Areas [Abstract]

Revenues

$ 201,491

193,362

Tangible Assets

49,143

$ 39,391

Definite and indefinite long-lived intangible assets

581,147

594,799

Long-lived assets

$ 630,290

$ 634,190

Reportable Segment | United States | Geographic Concentration Risk | Long-Lived Assets

Segments, Geographical Areas [Abstract]

Percentage

82.00%

85.00%

Reportable Segment | Germany

Segments, Geographical Areas [Abstract]

Revenues

$ 38,081

35,697

Reportable Segment | Unites Kingdom

Segments, Geographical Areas [Abstract]

Revenues

20,087

20,074

Tangible Assets

4,584

$ 5,024

Reportable Segment | Rest of the World

Segments, Geographical Areas [Abstract]

Revenues

144,551

$ 133,410

Tangible Assets

16,091

16,103

Definite and indefinite long-lived intangible assets

4,461

4,507

Long-lived assets

$ 25,136

$ 25,634

Reportable Segment | Rest of the World | Geographic Concentration Risk | Long-Lived Assets

Segments, Geographical Areas [Abstract]

Percentage

4.00%

3.00%

[1]	(1) Includes revenues from related party of $48,324 and $52,124, for the three months ended March 31, 2025 and 2024, respectively.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value


	March 31,	December 31,
	2025	2024
	Unaudited
Prepaid expenses and other current assets	84	468
Accrued expenses and other current liabilities	(857)	$	50

Schedule of Derivative Instruments, Gain (Loss)

The gains (losses) related to cash flow hedging instruments, recorded in the consolidated interim statements of loss, for the three months ended March 31, 2025 and 2024, were as follows:


	Three Months Ended March 31,

	2025		2024
	Unaudited
Cost of revenues	$	16	$	15
Research and development	148		174
Sales and marketing	38		43
General and administrative	26		35
Total gains recognized in the consolidated statements of loss, net	$	228	$	267

Schedule of Derivative Instruments, Effect on Other Comprehensive Income (Loss)

The changes in unrealized gains (losses) on the Company’s derivative instruments recorded in accumulated other comprehensive income (loss) were as follows:


	Three months ended March 31,

	2025		2024
	Unaudited
Unrealized gains on derivative instruments at the beginning of the period	$	418	$	948
Changes in fair value of derivative instruments	(963)		(509)
Reclassification of (gains) recognized in the consolidated interim statements of loss from accumulated other comprehensive income (loss)	(228)		(267)
Unrealized gains (losses) on derivative instruments at the end of the period (unaudited)	$	(773)	$	172

SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Jan. 01, 2025	Dec. 31, 2024
Server
Property, Plant and Equipment [Line Items]
Property and equipment of estimated useful life		6 years	3 years
Service Life
Change in Accounting Estimate [Line Items]
Reduction of depreciation expense	$ 2,793

FAIR VALUE MEASUREMENTS - Schedule of Key Input to Warrants (Details) - Private Placement Warrant	Mar. 31, 2025	Dec. 31, 2024
Risk-free interest rate \| Minimum
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.0400	0.0411
Risk-free interest rate \| Maximum
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.0426	0.0412
Expected term (years) \| Minimum
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, term	6 months	9 months
Expected term (years) \| Maximum
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, term	1 year 3 months	1 year 5 months 26 days
Expected volatility \| Minimum
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.497	0.397
Expected volatility \| Maximum
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	0.809	0.765
Exercise price
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	11.50	11.50
Underlying stock price
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Measurement input	2.95	3.65

GOODWILL AND INTANGIBLE ASSETS, NET (Tables)

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Definite-Lived Intangible Assets, Net

Definite-lived intangible assets, net consist of the following:




	Gross Fair		Accumulated		Net Book
March 31, 2025	Value		Amortization		Value
Merchant/Network affiliate relationships	$	146,547	$	(116,695)	$	29,852
Technology	74,193		(57,926)		16,267
Publisher relationships	42,934		(38,457)		4,477
Tradenames	24,097		(24,097)		—
Customer relationship	13,473		(12,749)		724
Total (unaudited)	$	301,244	$	(249,924)	$	51,320




	Gross Fair		Accumulated		Net Book
December 31, 2024	Value		Amortization		Value
Merchant/Network affiliate relationships	$	146,547	$	(108,558)	$	37,989
Technology	74,193		(55,039)		19,154
Publisher relationships	42,934		(35,778)		7,156
Tradenames	24,097		(24,097)		—
Customer relationship	13,473		(12,705)		768
Total	$	301,244	$	(236,177)	$	65,067

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated future amortization expense of definite-lived intangible assets as of March 31, 2025 is as follows (unaudited):


Year Ending December 31,
2025 (Remainder)	$	37,661
2026	13,290
2027	135
2028	234
Total	$	51,320

CONSOLIDATED INTERIM BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands

Mar. 31, 2025

Dec. 31, 2024

CURRENT ASSETS

Trade receivables, net

^[1]

$ 304,914

$ 370,110

Trade receivables, allowance for credit loss, current

12,458

11,815

CURRENT LIABILITIES

Trade payables

^[2]

$ 279,510

$ 309,229

SHAREHOLDERS' EQUITY

Treasury stock, common (in shares)

49,770,520

33,528,361

Related Party | Yahoo

CURRENT ASSETS

Trade receivables, net

$ 48,584

$ 76,677

CURRENT LIABILITIES

Trade payables

$ 57,833

$ 68,556

Ordinary shares

SHAREHOLDERS' EQUITY

Authorized share capital (in shares)

700,000,000

Common stock, shares issued (in shares)

329,070,716

325,674,930

Common stock, shares outstanding (in shares)

284,444,554

293,134,865

Treasury stock, common (in shares)

44,626,162

32,540,065

Non-voting Ordinary shares

SHAREHOLDERS' EQUITY

Authorized share capital (in shares)

46,000,000

Common stock, shares issued (in shares)

45,198,702

Common stock, shares outstanding (in shares)

40,054,344

44,210,406

Treasury stock, common (in shares)

5,144,358

988,296

[1]	Includes related party trade receivables of $48,584 and $76,677, as of March 31, 2025 and December 31, 2024, respectively.
[2]	Includes related party trade payables of $57,833 and $68,556, as of March 31, 2025 and December 31, 2024, respectively.

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS - Schedule of Share Option Activity (Details) - Outstanding share options - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2025	Dec. 31, 2024
Outstanding Share Options
Outstanding, beginning of period (in shares)	25,157,131,000
Exercised (in shares)	(304,229,000)
Forfeited (in shares)	(94,616,000)
Outstanding, end of period (in shares)	24,758,286,000	25,157,131,000
Exercisable, end of period (in shares)	23,188,132,000
Weighted Average Exercise Price
Outstanding, beginning of period (in dollars per share)	$ 3.50
Exercise price (in dollars per share)	2.62
Forfeited price (in dollars per share)	6.30
Outstanding, end of period (in dollars per share)	3.50	$ 3.50
Weighted Average Exercise Price (in dollars per share)	$ 3.31
Weighted Average Remaining Contractual Life (Years)
Weighted Average Remaining Contractual Life (Years)	4 years 5 months 12 days	4 years 8 months 26 days
Weighted Average Remaining Contractual Life (Years), Exercisable	4 years 4 months 2 days
Aggregate Intrinsic Value
Aggregate Intrinsic Value	$ 24,113	$ 36,594
Aggregate Intrinsic Value, Exercised	163
Aggregate Intrinsic Value, Exercisable	$ 23,051

CASH AND CASH EQUIVALENTS

3 Months Ended

Mar. 31, 2025

Cash and Cash Equivalents [Abstract]

CASH AND CASH EQUIVALENTS

The following table presents for each reported period, the breakdown of cash and cash equivalents:


	March 31,		December 31,
	2025		2024
	Unaudited
Cash	$	144,303	$	154,962
Money market accounts and funds	71,453		70,692
Time deposits	467		929
Total Cash and cash equivalents	$	216,223	$	226,583

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Changes in Unrealized Losses on Derivative Instruments Recorded in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Changes In Unrealized Gains (Losses) [Roll Forward]
Unrealized gains on derivative instruments at the beginning of the period	$ 418	$ 948
Changes in fair value of derivative instruments	(963)	(509)
Reclassification of (gains) recognized in the consolidated interim statements of loss from accumulated other comprehensive income (loss)	(228)	(267)
Unrealized gains (losses) on derivative instruments at the end of the period (unaudited)	$ (773)	$ 172

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS - Share Buyback Program (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Feb. 28, 2025	Apr. 30, 2024	Feb. 29, 2024	Dec. 31, 2023
Common Stock \| Non-voting Ordinary shares
Share Buyback Program [Abstract]
Repurchase of shares (in shares)	4,156,062
Share Buyback Program
Share Buyback Program [Abstract]
Authorized amount			$ 100,000,000	$ 100,000,000	$ 80,000,000
Additional authorized amount		$ 200,000,000
Repurchase of shares (in shares)	16,242,159
Shares acquired, average cost per share (in dollars per share)	$ 3.03
Broker and transaction fees	$ 302,000
Remaining authorized amount	$ 196,357,000
Share Buyback Program \| Non-voting Ordinary shares
Share Buyback Program [Abstract]
Repurchase of shares (in shares)	4,156,062
Share Buyback Program \| Common Stock
Share Buyback Program [Abstract]
Repurchase of shares (in shares)	12,086,097

SEGMENTS AND GEOGRAPHIC INFORMATION

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

SEGMENTS AND GEOGRAPHIC INFORMATION

The Company operates in one operating and reportable segment. Operating segments are defined as components of an enterprise about which separate financial information is evaluated regularly by the Chief Operating Decision Maker (“CODM”), who is the Company’s Chief Executive Officer (“CEO”), in deciding how to allocate resources and assessing performance. The CODM allocates resources and assesses performance based upon discrete financial information at the consolidated level.

Consolidated net income in the consolidated statements of income (loss) is the measure of financial profit and loss most closely aligned with generally accepted accounting principles that is used by the CEO to assess performance and resource allocation.

Further, the CODM reviews and utilizes functional expenses (Traffic acquisition cost, Other cost of revenues, sales and marketing, research and development, and general and administrative) at the consolidated level to manage the Company’s operations.

a. The following table represents total revenue by geographic area based on the Advertisers’ billing address:



	Three months ended March 31,
	2025		2024
	Unaudited
Israel	$	23,283	$	31,465
United States	201,491		193,362
Germany	38,081		35,697
Unites Kingdom	20,087		20,074
Rest of the World	144,551		133,410
Total	$	427,493	$	414,008

b. The following table represents the Company’s long-lived assets(1), net by geographic area:


	March 31,		December 31,
	2025		2024
	Unaudited
Israel	$	87,369	$	67,867
United States	49,143		39,391
United Kingdom	4,584		5,024
Rest of the world	16,091		16,103
Total	$	157,187	$	128,385

(1) Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets

c. The following table represents the Company’s definite long-lived intangible assets and goodwill, classified by the location of the controlling statutory company:


	March 31,		December 31,
	2025		2024
	Unaudited
Israel	$	21,643	$	21,692
United States	581,147		594,799
Rest of the world	4,461		4,507
Total	$	607,251	$	620,998

d. The following table represents the Company’s total long lived assets, including definite long lived intangible assets and goodwill (allocated by controlling statutory company):


	March 31,				December 31,
	2025				2024
	Unaudited
Israel	$	109,012	14	%	$	89,559	12	%
United States	630,290		82	%	634,190		85	%
Rest of the world	25,136		4	%	25,634		3	%
Total	$	764,438	100	%	$	749,383	100	%

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 48
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-48

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 9: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 10: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 54
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-54

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 47
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482785/280-10-55-47

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-31

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-34

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26B

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-15

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/280/tableOfContent

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-26

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-21

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

+ Details

CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) (Parenthetical) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2025

Mar. 31, 2024

Revenues

^[1]

$ 427,493

$ 414,008

Traffic acquisition cost

^[2]

279,797

275,120

Loss on extinguishment of debt

(6,597)

Related Party

Revenues

48,324

52,124

Traffic acquisition cost

$ 82,159

$ 73,611

[1]	(1) Includes revenues from related party of $48,324 and $52,124, for the three months ended March 31, 2025 and 2024, respectively.
[2]	(2) Includes traffic acquisition cost to related party of $82,159 and $73,611 for the three months ended March 31, 2025 and 2024, respectively.

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

FAIR VALUE MEASUREMENTS - Schedule of Changes in Fair Value of Warrants Liability (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2025 USD ($)
Warrants
Changes in Fair Value of Warrants Liability [Roll Forward]
Fair value, beginning balance	$ 3,368
Change from private to public holdings	0
Change in fair value	(1,726)
Fair value, ending balance	1,642
Private Warrants
Changes in Fair Value of Warrants Liability [Roll Forward]
Fair value, beginning balance	65
Change from private to public holdings	(1)
Change in fair value	(59)
Fair value, ending balance	5
Public Warrants
Changes in Fair Value of Warrants Liability [Roll Forward]
Fair value, beginning balance	3,303
Change from private to public holdings	1
Change in fair value	(1,667)
Fair value, ending balance	$ 1,637

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2025	Mar. 31, 2024
Pay vs Performance Disclosure
Net Loss	$ (8,750)	$ (26,158)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 805
-SubTopic 60
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147476176/805-60-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 323
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (g)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478666/740-323-65-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481687/323-10-50-3

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-3

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480175/815-40-65-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-11

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-4

Reference 17: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479168/946-830-55-10

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-7

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-3

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1A

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480097/470-10-S99-1B

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482689/260-10-45-60B

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483499/205-20-50-7

Reference 34: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482740/230-10-45-28

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 37: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

RELATED PARTY TRANSACTIONS (Details)
$ / shares in Units, $ in Thousands

1 Months Ended

2 Months Ended

3 Months Ended

Mar. 14, 2025

Feb. 24, 2025

Jan. 17, 2023

Respresentative

Mar. 31, 2025

USD ($)

Jun. 30, 2024

USD ($)

$ / shares

Jan. 31, 2023

Apr. 28, 2025

USD ($)

Mar. 31, 2025

USD ($)

Mar. 31, 2024

USD ($)

Dec. 31, 2024

USD ($)

Revenues

^[1]

$ 427,493

$ 414,008

Traffic acquisition cost

^[2]

279,797

275,120

Trade receivables

^[3]

$ 304,914

304,914

$ 370,110

Trade payables

^[4]

279,510

309,229

Total operating expenses

125,569

127,186

Aggregate purchase price

$ 49,507

27,758

Common Stock

Issuance of shares (in shares) | shares

39,525,691

Common Stock | Non-voting Ordinary shares

Issuance of shares (in shares) | shares

45,198,702

Repurchase of shares (in shares) | shares

4,156,062

Revenues

$ 48,324

52,124

Traffic acquisition cost

82,159

73,611

Repurchase of shares (in shares) | shares

988,296

Related Party | Yahoo

Number of representatives that can be appointed to Board of Directors | Respresentative

Revenues

$ 48,324

$ 52,124

Percent of total revenues

11.00%

12.60%

Traffic acquisition cost

$ 82,159

$ 73,611

Trade receivables

$ 48,584

$ 76,677

Percent of trade receivable

16.00%

21.00%

Trade payables

$ 57,833

$ 68,556

Total operating expenses

$ 1,441

$ 522

Issuance of shares (in shares) | shares

45,198,702

Repurchase of shares (in shares) | shares

4,156,062

Shares acquired, average cost per share (in dollars per share) | $ / shares

$ 4.07

Remaining authorized amount

$ 4,022

Maximum percent of shares that may be repurchased on weekly basis

33.00%

25.00%

Maximum percent of shares that may be owned

25.00%

Aggregate purchase price

$ 12,447

Repurchase of shares (in shares) | shares

7,533,849

Aggregate purchase price

$ 21,911

Related Party | Yahoo | Common Stock

Issuance of shares (in shares) | shares

39,525,691

[1]	(1) Includes revenues from related party of $48,324 and $52,124, for the three months ended March 31, 2025 and 2024, respectively.
[2]	(2) Includes traffic acquisition cost to related party of $82,159 and $73,611 for the three months ended March 31, 2025 and 2024, respectively.
[3]	Includes related party trade receivables of $48,584 and $76,677, as of March 31, 2025 and December 31, 2024, respectively.
[4]	Includes related party trade payables of $57,833 and $68,556, as of March 31, 2025 and December 31, 2024, respectively.

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS - Schedule of RSU Activity (Details) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2025 $ / shares shares
Outstanding Restricted Shares Units
Outstanding, beginning of period (in shares)	25,440,611
Unvested restricted shares granted (in shares)	14,224,795
Vested (in shares)	(3,091,476)
Forfeited (in shares)	(1,003,950)
Outstanding, end of period (in shares)	35,569,980
Weighted Average Grant Date Fair Value
Outstanding, beginning of period (in dollars per share) \| $ / shares	$ 4.78
Granted (in dollars per share) \| $ / shares	3.34
Vested (in dollars per share) \| $ / shares	5.01
Forfeited (in dollars per share) \| $ / shares	4.57
Outstanding, end of period (in dollars per share) \| $ / shares	$ 4.19
Vested shares netted out to satisfy tax obligations (in shares)	216,463,000
Issuance of Ordinary shares and Non-voting Ordinary shares related to Commercial agreement (in shares)	216,468,000

GENERAL	3 Months Ended
GENERAL	Mar. 31, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GENERAL	GENERAL a.Taboola.com Ltd. (together with its subsidiaries, the “Company” or “Taboola”) was incorporated under the laws of the state of Israel on September 3, 2006. Taboola is a technology company that powers recommendations across the Open Web with an artificial intelligence-based, algorithmic engine developed since the Company began operations in 2007. Taboola partners with websites, devices, and mobile apps (collectively referred to as “digital properties”), to recommend editorial content and advertisements on the Open Web. Digital properties use Taboola’s technology platforms to achieve their business goals, such as driving new audiences to their sites and apps or increasing engagement with existing audiences. Taboola also provides monetization opportunities to digital properties by surfacing paid recommendations by advertisers. Taboola is a business-to-business company with no competing consumer interests. Taboola empowers advertisers to leverage its proprietary AI-powered recommendation platform to reach targeted audiences utilizing effective, native ad-formats across digital properties. As part of the Company e-Commerce offerings, it also syndicates its retailer advertisers’ monetized product listings and links (clickable advertisements) into commerce content-oriented consumer experiences on both the Open Web and within the dominant traditional ad platforms. Taboola generates revenues when people (consumers) click on, purchase from or, in some cases, view the ads that appear within its recommendation platform. The Company’s customers are the advertisers, merchants and affiliate networks that advertise on the Company’s platform (“Advertisers”). Advertisers pay Taboola for those clicks, purchases or impressions, and Taboola shares a portion of the resulting revenue with the digital properties who display those ads. b.In November 2022, the Company announced it entered into a 30-year exclusive commercial agreement (the “Commercial agreement”) with Yahoo Inc. and affiliated entities (“Yahoo”), under which Taboola will power native advertising across all of Yahoo’s digital properties, expanding the Company’s native advertising offering. In connection with this transaction, and following approval by the Company’s shareholders on December 30, 2022, the articles of association of the Company were amended and restated (the “Articles”) in their entirety to include a Non-voting Ordinary share class with an authorized share capital of 46,000,000. On January 17, 2023 (the “Transaction closing date”), the Company closed the transaction related agreements, including the issuance of 39,525,691 Ordinary shares and 45,198,702 Non-voting Ordinary shares to Yahoo. Based on the closing share price, on January 17, 2023, of $3.40 per share, the aggregate fair value of the issued shares amounted to $288,063. As part of the Ordinary shares and Non-voting Ordinary shares issuance, the Company incurred $1,388 of issuance expenses. The Non-voting Ordinary shares are not entitled to vote on or receive notices with respect to any matter pursuant to the Company Articles and are not entitled to vote or to be counted for purposes of determining whether any vote required under the Articles has been approved by the requisite percentage of voting securities or to be counted towards any quorum required pursuant to the Articles, except in limited circumstances as permitted in the Articles. Except with respect to the voting rights and to the rights to receive notice of meetings of the shareholders, the Non-voting Ordinary shares have rights identical to the rights of Ordinary shares. In connection with the transaction, the Company and Yahoo entered into an Investor Rights Agreement, under which, inter alia, Yahoo is entitled, in certain circumstances, to cause the Company to register the Ordinary shares issued to Yahoo for resale under the Securities Act of 1933, as amended. The Company accounts for the consideration paid to Yahoo as an up-front payment for Traffic acquisition costs paid to the digital property partner (the “Commercial agreement asset”), which is amortized over the shorter of respective contractual terms and the economic benefit period of the digital property arrangement, estimated at 18 years. During the year ended December 31, 2024, the Company concluded it had obtained exclusivity to the extent contemplated by the Commercial agreement as currently in effect, and therefore began to record amortization expenses of the Commercial agreement asset. For the three months ended March 31, 2025, the Company recorded $4,037 amortization expenses of the Commercial agreement asset. For the three months ended March 31, 2024, the Company did not record amortization expenses of the Commercial agreement asset.

CASH AND CASH EQUIVALENTS (Tables)

3 Months Ended

Mar. 31, 2025

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents

The following table presents for each reported period, the breakdown of cash and cash equivalents:


	March 31,		December 31,
	2025		2024
	Unaudited
Cash	$	144,303	$	154,962
Money market accounts and funds	71,453		70,692
Time deposits	467		929
Total Cash and cash equivalents	$	216,223	$	226,583

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2025 shares
Trading Arrangements, by Individual
Non-Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Terminated	false
Eldad Maniv [Member]
Trading Arrangements, by Individual
Material Terms of Trading Arrangement	On March 17, 2025, the trustee on behalf of a family trust established by Eldad Maniv (“Trustee”), President and Chief Operating Officer, adopted a 10b5-1 trading plan providing for the potential sale of up to 2,000,000 Ordinary shares of the Company. The duration of the plan is until the earlier of December 15, 2025 or the completion of all transactions subject to the plan. The plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). On March 3, 2025, the Trustee terminated the Rule 10b5-1 trading plan entered into November 26, 2024 for the potential sale of up to 2,000,000 Ordinary shares of the Company. The plan was intended to satisfy the affirmative defense of Rule 10b5-1(c).
Name	Eldad Maniv
Title	President and Chief Operating Officer
Rule 10b5-1 Arrangement Adopted	true
Adoption Date	March 17, 2025
Rule 10b5-1 Arrangement Terminated	true
Termination Date	March 3, 2025
Expiration Date	December 15, 2025
Arrangement Duration	273 days
Aggregate Available	2,000,000

FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The Company evaluates assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level to classify them for each reporting period. The Company did not have any transfers between fair value measurements levels during the three months ended March 31, 2025.

The following table sets forth the Company’s assets and liabilities that were measured at fair value as of March 31, 2025 and December 31, 2024, by level within the fair value hierarchy


	Fair Value Hierarchy	Fair value measurements as of
Description		March 31, 2025		December 31, 2024
		Unaudited
Assets:
Cash equivalents:
Money market accounts and funds	Level 1	$	71,453	$	70,692
Short-term investments:
Short-term deposits	Level 2	$	—	$	3,780




Derivative instruments asset:
Derivative instruments designated as cash flow hedging instruments	Level 2	$	84	$	468

Liabilities:
Warrants liability:
Public Warrants	Level 1	$	1,637	$	3,303
Private Warrants	Level 3	$	5	$	65
Derivative instruments liability:
Derivative instruments designated as cash flow hedging instruments	Level 2	$	(857)	$	(50)

The Company classifies its money market funds as Level 1 based on quoted market prices in active markets.

The Company classifies its short-term investments and derivative instruments within Level 2 as they are valued using inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded.

The Company measures the fair value for Warrants by using a quoted price for the Public Warrants, which are classified as Level 1, and a Black-Scholes simulation model for the Private Warrants, which are classified as Level 3, due to the use of unobservable inputs.

The key inputs into the Black-Scholes model for the Private Warrants were as follows:


Input	March 31,			December 31,
	2025			2024
	Unaudited
Risk-free interest rate	4.00%	—	4.26%	4.11%	—	4.12%
Expected term (years)	0.5	—	1.25	0.75	—	1.49
Expected volatility	49.7%	—	80.9%	39.7%	—	76.5%
Exercise price	$11.50			$11.50
Underlying stock price	$2.95			$3.65

The Company’s use of a Black-Scholes model required the use of subjective assumptions:

•The risk-free interest rate assumption was interpolated based on constant maturity U.S. Treasury rates over a term commensurate with the expected term of the Private Warrants.

•The expected term was based on the maturity of the Private Warrants of five years following June 29, 2021, the Business Combination date, and for certain Private Warrants the maturity was determined to be five years from the date of the October 1, 2020, ION initial public offering effective date.

•The expected volatility is based on the Company’s share price volatility.

The following table presents the changes in the fair value of Warrants liability:


	Private		Public		Total
Input	Warrants		Warrants		Warrants

Fair value as of December 31, 2024	$	65	$	3,303	$	3,368
Change from private to public holdings	(1)		1		—
Change in fair value	(59)		(1,667)		(1,726)
Fair value as of March 31, 2025 (unaudited)	$	5	$	1,637	$	1,642

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

FAIR VALUE MEASUREMENTS - Narrative (Details)	Mar. 31, 2025
Certain Private Warrants
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Warrants and rights outstanding, term	5 years

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS - Share Capital (Details)		1 Months Ended	3 Months Ended
	Jan. 17, 2023 shares	Jan. 31, 2023 shares	Mar. 31, 2025 vote_per_common_share shares	Dec. 31, 2024 shares	Dec. 30, 2022 shares
Stock Option Plan [Abstract]
Vote per share \| vote_per_common_share			1
Authorized share capital (in shares)					46,000,000
Common Stock
Stock Option Plan [Abstract]
Issuance of Ordinary shares and Non-voting Ordinary shares related to Commercial agreement (in shares)	39,525,691
Non-voting Ordinary shares
Stock Option Plan [Abstract]
Authorized share capital (in shares)			46,000,000	46,000,000	46,000,000
Non-voting Ordinary shares \| Common Stock
Stock Option Plan [Abstract]
Issuance of Ordinary shares and Non-voting Ordinary shares related to Commercial agreement (in shares)	45,198,702	45,198,702

CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Statement of Comprehensive Income [Abstract]
Net Loss	$ (8,750)	$ (26,158)
Other comprehensive loss:
Unrealized losses on derivative instruments, net	(1,191)	(777)
Other comprehensive loss	(1,191)	(777)
Comprehensive loss	$ (9,941)	$ (26,935)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

3 Months Ended

Mar. 31, 2025

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS [Abstract]

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS

SHAREHOLDERS’ EQUITY AND SHARE INCENTIVE PLANS

Share capital

Holders of Ordinary shares have the right to receive notice of, and to participate in, all general meetings of the Company, where each Ordinary share shall have one vote. Each holder has the right to receive dividends, if any, in proportion to their respective Ordinary share holdings. In the event of Taboola’s liquidation, after satisfaction of liabilities to creditors, Company assets will be distributed to the holders of its Ordinary shares in proportion to their shareholdings.

On December 30, 2022, in connection with the Yahoo transaction, the Company’s shareholders approved an amendment and restatement to the Articles to include a Non-voting Ordinary share class with an authorized share capital of 46,000,000. In January 2023 the Company issued 45,198,702 Non-voting Ordinary shares to Yahoo. The Non-voting Ordinary shares are not entitled to vote, except in limited circumstances as provided in the Articles. Other than the voting rights, the rights to receive notice of meetings of shareholders and limited circumstances as described in the Company’s Articles, the Non-voting Ordinary shares will have rights identical to the rights of Ordinary shares as described above (see Note 1b).

Share Buyback Program

The Company’s board of directors authorized a share buyback program of the Company’s outstanding Ordinary shares, which commenced in June 2023 and does not have an expiration date (the “Buyback Program”). In 2023, the Company’s board of directors authorized up to $80,000 of buybacks under the Buyback Program. In February 2024, the Company’s board of directors authorized up to $100,000 for use under the Buyback Program, including any remaining authority from the 2023 board of directors authorization, In February 2025, the Company’s board of directors authorized up to an additional $200,000 for use under the Buyback Program. As permitted by the Buyback Program, share repurchases may be made from time to time, in privately negotiated transactions or in the open market, including through trading plans, at the discretion of the Company’s management and as permitted by securities laws and other legal requirements. The Buyback Program does not obligate the Company to repurchase any specific number of shares and the number of shares repurchased may depend upon market and economic conditions and other factors. The Buyback Program may be discontinued, modified or suspended at any time.

During the three months ended March 31, 2025, the Company repurchased 16,242,159 of its shares, consisting of 12,086,097 Ordinary shares, and 4,156,062 Non-voting Ordinary shares (see Note 12) at an average price of $3.03 per share (excluding broker and transaction fees of $302). As of March 31, 2025, the Company had remaining authorization under the Buyback Program to repurchase Ordinary shares up to an aggregate amount of $196,357.

Share Incentive Plans

a.In addition to the Buyback Program detailed above, the Company utilizes a net issuance mechanism to satisfy tax withholding obligations related to equity-based compensation on behalf of its directors, officers and other employees (the “Net Issuances”). In April 2024, the Company satisfied the required conditions, as set forth in the Israeli Companies Law and the Companies Regulations, to conduct future repurchases of its Ordinary shares under the Buyback Program and Net Issuances in an aggregate amount up to $100,000, which amount was partly utilized under the Company’s previous Israeli court authorization. The Company’s board of directors have the authority to determine the amount to be utilized for Net Issuances and Ordinary share repurchases.

For the three months ended March 31, 2025 and 2024, the Company utilized the net issuance mechanism in connection with equity-based compensation for certain Office Holders, which resulted in a tax withholding payment by the Company of $842 and $709, respectively, which were recorded as a reduction of additional paid-in capital.

b. The following is a summary of share option activity and related information for the three months ended March 31, 2025 (including employees, directors, officers and consultants of the Company):


	Outstanding Share Options	Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Balance as of January 1, 2025	25,157,131	3.50	4.74	36,594
Exercised	(304,229)	2.62	—	163
Forfeited	(94,616)	6.30	—	—
Balance as of March 31, 2025 (unaudited)	24,758,286	3.50	4.45	24,113
Exercisable as of March 31, 2025 (unaudited)	23,188,132	3.31	4.34 years	23,051

During the three months ended March 31, 2025, the Company did not grant options.

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders exercised their options on the last date of the period.

As of March 31, 2025, unrecognized share-based compensation cost related to unvested share options was $3,437, which is expected to be recognized over a weighted-average period of 0.61 years.

c. The following is a summary of the RSU activity and related information for the three months ended March 31, 2025:


	Outstanding Restricted Shares Units	Weighted Average Grant Date Fair Value

Balance as of January 1, 2025	25,440,611	4.78
Granted	14,224,795	3.34
Vested (*)	(3,091,476)	5.01
Forfeited	(1,003,950)	4.57
Balance as of March 31, 2025 (unaudited)	35,569,980	4.19

The total release date fair value of RSUs was $11,133, during the three months ended March 31, 2025.

As of March 31, 2025, unrecognized share-based compensation cost related to unvested RSUs was $133,635, which is expected to be recognized over a weighted-average period of 2.84 years.

The total share-based compensation expense related to all of the Company’s share-based awards recognized for the three months ended March 31, 2025 and 2024, was comprised as follows:


	Three Months Ended March 31,
	2025		2024
	Unaudited
Cost of revenues	$	867	$	1,011
Research and development	6,393		6,378
Sales and marketing	4,221		4,323
General and administrative	4,036		4,689
Total share-based compensation expense	$	15,517	$	16,401

CONSOLIDATED INTERIM BALANCE SHEETS - USD ($)

Mar. 31, 2025

Dec. 31, 2024

CURRENT ASSETS

Cash and cash equivalents

$ 216,223,000

$ 226,583,000

Short-term investments

3,780,000

Restricted deposits

200,000

Trade receivables (net of allowance for credit losses of $12,458 and $11,815 as of March 31, 2025 and December 31, 2024, respectively)

^[1]

304,914,000

370,110,000

Prepaid expenses and other current assets

56,577,000

55,328,000

Total current assets

577,914,000

656,001,000

NON-CURRENT ASSETS

Long-term prepaid expenses

24,385,000

25,193,000

Commercial agreement asset

282,583,000

286,619,000

Restricted deposits

1,462,000

Operating lease right of use assets

81,708,000

58,997,000

Property and equipment, net

75,479,000

69,388,000

Intangible assets, net

51,320,000

65,067,000

Goodwill

555,931,000

Total non-current assets

1,072,868,000

1,062,657,000

Total assets

1,650,782,000

1,718,658,000

CURRENT LIABILITIES

Trade payables

^[2]

279,510,000

309,229,000

Short-term operating lease liabilities

26,304,000

21,881,000

Accrued expenses and other current liabilities

131,455,000

154,472,000

Total current liabilities

437,269,000

485,582,000

LONG-TERM LIABILITIES

Long-term loan and revolving credit facility

126,500,000

116,452,000

Long-term operating lease liabilities

60,672,000

42,561,000

Warrants liability

1,642,000

3,368,000

Deferred tax liabilities, net

2,377,000

5,497,000

Other long-term liabilities

14,113,000

13,292,000

Total long-term liabilities

205,304,000

181,170,000

COMMITMENTS AND CONTINGENCIES (Note 11)

SHAREHOLDERS' EQUITY

Treasury Ordinary shares, at cost - 49,770,520 (44,626,162 Ordinary shares and 5,144,358 Non-voting Ordinary shares) and 33,528,361 (32,540,065 Ordinary shares and 988,296 Non-voting Ordinary shares) as of March 31, 2025 and December 31, 2024, respectively

(179,624,000)

(130,117,000)

Additional paid-in capital

1,351,576,000

1,335,825,000

Accumulated other comprehensive income (loss)

(773,000)

418,000

Accumulated deficit

(162,970,000)

(154,220,000)

Total shareholders' equity

1,008,209,000

1,051,906,000

Total liabilities and shareholders' equity

1,650,782,000

1,718,658,000

Ordinary shares

SHAREHOLDERS' EQUITY

Ordinary shares

Non-voting Ordinary shares

SHAREHOLDERS' EQUITY

Ordinary shares

$ 0

[1]	Includes related party trade receivables of $48,584 and $76,677, as of March 31, 2025 and December 31, 2024, respectively.
[2]	Includes related party trade payables of $57,833 and $68,556, as of March 31, 2025 and December 31, 2024, respectively.

SEGMENTS AND GEOGRAPHIC INFORMATION (Tables)

3 Months Ended

Mar. 31, 2025

Segment Reporting [Abstract]

Schedule of Revenue from External Customers by Geographic Areas

The following table represents total revenue by geographic area based on the Advertisers’ billing address:



	Three months ended March 31,
	2025		2024
	Unaudited
Israel	$	23,283	$	31,465
United States	201,491		193,362
Germany	38,081		35,697
Unites Kingdom	20,087		20,074
Rest of the World	144,551		133,410
Total	$	427,493	$	414,008

Schedule of Tangible Assets

The following table represents the Company’s long-lived assets(1), net by geographic area:


	March 31,		December 31,
	2025		2024
	Unaudited
Israel	$	87,369	$	67,867
United States	49,143		39,391
United Kingdom	4,584		5,024
Rest of the world	16,091		16,103
Total	$	157,187	$	128,385

(1) Long-lived assets are comprised of property and equipment, net and operating lease right-of-use assets

Schedule of Intangible Assets and Goodwill

The following table represents the Company’s definite long-lived intangible assets and goodwill, classified by the location of the controlling statutory company:


	March 31,		December 31,
	2025		2024
	Unaudited
Israel	$	21,643	$	21,692
United States	581,147		594,799
Rest of the world	4,461		4,507
Total	$	607,251	$	620,998

Schedule of Long-Lived Assets, Net by Geographic Area

d. The following table represents the Company’s total long lived assets, including definite long lived intangible assets and goodwill (allocated by controlling statutory company):


	March 31,				December 31,
	2025				2024
	Unaudited
Israel	$	109,012	14	%	$	89,559	12	%
United States	630,290		82	%	634,190		85	%
Rest of the world	25,136		4	%	25,634		3	%
Total	$	764,438	100	%	$	749,383	100	%

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Intangible Assets, Net [Abstract]
Gross Fair Value	$ 301,244	$ 301,244
Accumulated Amortization	(249,924)	(236,177)
Total	51,320	65,067
Merchant/Network affiliate relationships
Intangible Assets, Net [Abstract]
Gross Fair Value	146,547	146,547
Accumulated Amortization	(116,695)	(108,558)
Total	29,852	37,989
Technology
Intangible Assets, Net [Abstract]
Gross Fair Value	74,193	74,193
Accumulated Amortization	(57,926)	(55,039)
Total	16,267	19,154
Publisher relationships
Intangible Assets, Net [Abstract]
Gross Fair Value	42,934	42,934
Accumulated Amortization	(38,457)	(35,778)
Total	4,477	7,156
Tradenames
Intangible Assets, Net [Abstract]
Gross Fair Value	24,097	24,097
Accumulated Amortization	(24,097)	(24,097)
Total	0	0
Customer relationship
Intangible Assets, Net [Abstract]
Gross Fair Value	13,473	13,473
Accumulated Amortization	(12,749)	(12,705)
Total	$ 724	$ 768

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock Non-voting Ordinary shares	Common Stock Ordinary shares	Treasury Ordinary shares	Additional paid-in capital	Accumulated deficit	Accumulated other comprehensive income (loss)
Beginning balance (in shares) at Dec. 31, 2023		45,198,702	295,670,620
Beginning balance at Dec. 31, 2023	$ 1,057,062	$ 0	$ 0	$ (55,513)	$ 1,262,093	$ (150,460)	$ 942
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expenses	17,007				17,007
Repurchase of ordinary shares and non-voting ordinary shares (in shares)			(6,223,171)
Repurchase of ordinary shares and non-voting ordinary shares	(27,758)			(27,758)
Exercise of options and vested RSUs (in shares)			3,384,456
Exercise of options and vested RSUs	2,324				2,324
Connexity issuance of Holdback (in shares)			581,400
Connexity issuance of Holdback	0
Payments of tax withholding for share-based compensation	(709)				(709)
Other comprehensive loss	(777)						(777)
Net Loss	(26,158)					(26,158)
Ending balance (in shares) at Mar. 31, 2024		45,198,702	293,413,305
Ending balance at Mar. 31, 2024	1,020,991	$ 0	$ 0	(83,271)	1,280,715	(176,618)	165
Beginning balance (in shares) at Dec. 31, 2024		44,210,406	293,134,865
Beginning balance at Dec. 31, 2024	1,051,906	$ 0	$ 0	(130,117)	1,335,825	(154,220)	418
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expenses	15,796				15,796
Repurchase of ordinary shares and non-voting ordinary shares (in shares)		(4,156,062)	(12,086,097)
Repurchase of ordinary shares and non-voting ordinary shares	(49,507)			(49,507)
Exercise of options and vested RSUs (in shares)			3,395,786
Exercise of options and vested RSUs	797				797
Payments of tax withholding for share-based compensation	(842)				(842)
Other comprehensive loss	(1,191)						(1,191)
Net Loss	(8,750)					(8,750)
Ending balance (in shares) at Mar. 31, 2025		40,054,344	284,444,554
Ending balance at Mar. 31, 2025	$ 1,008,209	$ 0	$ 0	$ (179,624)	$ 1,351,576	$ (162,970)	$ (773)

FINANCING ARRANGEMENTS (Details) - USD ($)			1 Months Ended	3 Months Ended
FINANCING ARRANGEMENTS (Details) - USD ($)	Mar. 18, 2025	Aug. 09, 2022	Apr. 30, 2025	Mar. 31, 2025	Mar. 31, 2024	Sep. 01, 2021
Debt Instrument [Line Items]
Proceeds from revolving credit line, net of issuance costs				$ 123,985,000	$ 0
Previously capitalized debt issuance costs	$ 6,597,000
2022 Revolving Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Expiration period		5 years
Maximum borrowing capacity		$ 90,000,000
Previously capitalized debt issuance costs	593,000
2025 Revolving Credit Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 270,000,000
Floor	0.00%
Proceeds from revolving credit line, net of issuance costs	$ 126,500,000
Payments of debt issuance costs	3,178,000
Debt issuance costs	275,000
2025 Revolving Credit Agreement \| Revolving Credit Facility \| Subsequent Event
Debt Instrument [Line Items]
Repayments of credit agreement			$ 58,000,000
Secured Debt \| 2021 Credit Agreement
Debt Instrument [Line Items]
Face amount						$ 300,000,000
Debt issuance cost						$ 11,250,000
Interest expense				$ 2,468,000	$ 3,941,000
Extinguishment of debt, amount	123,322,000
Previously capitalized debt issuance costs	$ 6,004,000

FAIR VALUE MEASUREMENTS - Schedule of Assets and Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Level 1 \| Public Warrants
Liabilities:
Warrants liability:	$ 1,637	$ 3,303
Level 1 \| Money market accounts and funds
Assets:
Cash equivalents:	71,453	70,692
Level 2 \| Derivative instruments designated as cash flow hedging instruments
Liabilities:
Derivative instruments liability:	(857)	(50)
Level 2 \| Short-term deposits
Assets:
Short-term investments:	0	3,780
Level 2 \| Derivative instruments designated as cash flow hedging instruments
Assets:
Derivative instruments asset:	84	468
Level 3 \| Private Warrants
Liabilities:
Warrants liability:	$ 5	$ 65

FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2025

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table sets forth the Company’s assets and liabilities that were measured at fair value as of March 31, 2025 and December 31, 2024, by level within the fair value hierarchy


	Fair Value Hierarchy	Fair value measurements as of
Description		March 31, 2025		December 31, 2024
		Unaudited
Assets:
Cash equivalents:
Money market accounts and funds	Level 1	$	71,453	$	70,692
Short-term investments:
Short-term deposits	Level 2	$	—	$	3,780




Derivative instruments asset:
Derivative instruments designated as cash flow hedging instruments	Level 2	$	84	$	468

Liabilities:
Warrants liability:
Public Warrants	Level 1	$	1,637	$	3,303
Private Warrants	Level 3	$	5	$	65
Derivative instruments liability:
Derivative instruments designated as cash flow hedging instruments	Level 2	$	(857)	$	(50)

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions

The key inputs into the Black-Scholes model for the Private Warrants were as follows:


Input	March 31,			December 31,
	2025			2024
	Unaudited
Risk-free interest rate	4.00%	—	4.26%	4.11%	—	4.12%
Expected term (years)	0.5	—	1.25	0.75	—	1.49
Expected volatility	49.7%	—	80.9%	39.7%	—	76.5%
Exercise price	$11.50			$11.50
Underlying stock price	$2.95			$3.65

Schedule of Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table presents the changes in the fair value of Warrants liability:


	Private		Public		Total
Input	Warrants		Warrants		Warrants

Fair value as of December 31, 2024	$	65	$	3,303	$	3,368
Change from private to public holdings	(1)		1		—
Change in fair value	(59)		(1,667)		(1,726)
Fair value as of March 31, 2025 (unaudited)	$	5	$	1,637	$	1,642

FINANCING ARRANGEMENTS	3 Months Ended
FINANCING ARRANGEMENTS	Mar. 31, 2025
Debt Disclosure [Abstract]
FINANCING ARRANGEMENTS	FINANCING ARRANGEMENTS 2021 Credit Agreement and 2022 Revolving Credit Agreement Concurrently with the closing of the Connexity Acquisition, on September 1, 2021, the Company entered into a $300,000 senior secured term loan credit agreement (the “2021 Credit Agreement”), among the Company, Taboola Inc., a wholly-owned Company’s subsidiary, as borrower, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The 2021 Credit Agreement provided for term loan borrowings in an aggregate principal amount of up to $300,000 (the “Facility”). The Facility was fully drawn at closing, net of issuance expenses of $11,250, and the proceeds were used by the Company to finance a portion of the Connexity Acquisition. On August 9, 2022, the Company amended the 2021 Credit Agreement to provide for a five-year senior secured revolving credit facility (the “2022 Revolving Credit Agreement”), among the Company, Taboola Inc., a wholly-owned Company’s subsidiary, as borrower, and the lenders party thereto, with Citibank N.A., as lead arranger and JPMorgan Chase Bank, N.A., as administrative agent. The 2022 Revolving Credit Agreement provided for revolving loans in an aggregate committed principal amount of up to $90,000. The total interest expenses, including issuance costs amortization, recognized in connection with the 2021 Credit Agreement were $2,468 and $3,941, for the three months ended March 31, 2025 and 2024, respectively. 2025 Revolving Credit Agreement On March 18, 2025 (the “Closing Date”), the Company entered into a revolving credit facility (the “2025 Revolving Credit Agreement”), among Taboola, its wholly-owned subsidiary Taboola, Inc., as borrower (the “Borrower”), the lenders party thereto (the “Lenders”) and Bank of America, N.A., as administrative agent. The 2025 Revolving Credit Agreement provides for borrowings in an aggregate principal amount of up to $270,000 (the “Revolving Facility”, the loans thereunder, the “Revolving Loans” and the commitments thereunder, the “Revolving Commitments”). The proceeds of the Revolving Facility can be used to finance working capital needs and general corporate purposes. Borrowings under the Revolving Facility are subject to customary borrowing conditions and will bear interest at a variable annual rate based on term SOFR or base rate plus a fixed margin. Term SOFR is defined as the forward-looking SOFR term rate published by CME Group Benchmark Administration Limited subject to a floor of zero. Revolving Loans repaid may be reborrowed prior to maturity of the Revolving Facility pursuant to customary conditions and restrictions. The Revolving Facility will mature on March 18, 2030. Subject to the following sentence, the Revolving Facility is voluntarily prepayable from time to time without premium or penalty. The Borrower shall pay a prepayment premium in connection with any repricing transaction consummated on or before the first anniversary of the Closing Date. The Revolving Facility is mandatorily prepayable at any time that the outstanding Revolving Loans exceeds the Revolving Commitments. The Revolving Facility is guaranteed by Taboola and its wholly-owned material subsidiaries, subject to certain exceptions set forth in the 2025 Revolving Credit Agreement (collectively, the “Guarantors”). The obligations of the Borrower and the Guarantors are secured by substantially all the assets of the Borrower and the Guarantors including stock of subsidiaries, subject to certain exceptions set forth in the 2025 Revolving Credit Agreement. The 2025 Revolving Credit Agreement also contains customary representations, covenants and events of default as well as a financial covenant, which limits Taboola’s allowable net leverage ratio. Failure to meet the covenants beyond applicable grace periods could result in acceleration of the Revolving Loans and/or termination of the Revolving Facility. As of March 31, 2025, the Company was in compliance with the Facility covenants. On the Closing Date, the Company borrowed $126,500 under the Revolving Facility, including $123,322 to pay in full the remaining outstanding principal and accrued interest under the 2021 Credit Agreement and $3,178 to pay debt issuance costs. Additional $275 issuance costs were recorded under Accrued expenses and other current liabilities. Revolving Facility issuance costs are capitalized and amortized over the Revolving Facility term. Accordingly, the 2021 Credit Agreement and 2022 Revolving Credit Agreement were extinguished on the Closing Date. In connection with the establishment of the Revolving Credit Facility and the repayment in full of the loan under the 2021 Credit Agreement, previously capitalized debt issuance costs totaling $6,597, consisting of $6,004 and $593, related to the 2021 Credit Agreement and the 2022 Revolving Credit Agreement, respectively, were recognized as loss on extinguishment of debt at the Closing Date. Subsequent to the balance sheet date, in April 2025, the Company repaid $58,000 in principal amount of outstanding debt under the Revolving facility.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

GOODWILL AND INTANGIBLE ASSETS, NET

3 Months Ended

Mar. 31, 2025

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

There was no impairment or additions to goodwill during the three months ended March 31, 2025.

Intangible Assets, Net

Definite-lived intangible assets, net consist of the following:




	Gross Fair		Accumulated		Net Book
March 31, 2025	Value		Amortization		Value
Merchant/Network affiliate relationships	$	146,547	$	(116,695)	$	29,852
Technology	74,193		(57,926)		16,267
Publisher relationships	42,934		(38,457)		4,477
Tradenames	24,097		(24,097)		—
Customer relationship	13,473		(12,749)		724
Total (unaudited)	$	301,244	$	(249,924)	$	51,320




	Gross Fair		Accumulated		Net Book
December 31, 2024	Value		Amortization		Value
Merchant/Network affiliate relationships	$	146,547	$	(108,558)	$	37,989
Technology	74,193		(55,039)		19,154
Publisher relationships	42,934		(35,778)		7,156
Tradenames	24,097		(24,097)		—
Customer relationship	13,473		(12,705)		768
Total	$	301,244	$	(236,177)	$	65,067

Amortization expenses for intangible assets were $13,746 and $15,935, for the three months ended March 31, 2025 and 2024, respectively.

The estimated future amortization expense of definite-lived intangible assets as of March 31, 2025 is as follows (unaudited):


Year Ending December 31,
2025 (Remainder)	$	37,661
2026	13,290
2027	135
2028	234
Total	$	51,320

CONSOLIDATED INTERIM STATEMENTS OF INCOME (LOSS) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2025

Mar. 31, 2024

Income Statement [Abstract]

Revenues

^[1]

$ 427,493

$ 414,008

Cost of revenues:

Traffic acquisition cost

^[2]

279,797

275,120

Other cost of revenues

28,389

29,935

Total cost of revenues

308,186

305,055

Gross profit

119,307

108,953

Operating expenses:

Research and development

35,956

36,249

Sales and marketing

65,890

67,608

General and administrative

23,723

23,329

Total operating expenses

125,569

127,186

Operating Loss

(6,262)

(18,233)

Finance expenses, net

^[3]

(4,500)

(3,638)

Loss before income taxes

(10,762)

(21,871)

Income tax benefit (expenses)

2,012

(4,287)

Net Loss

$ (8,750)

$ (26,158)

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

$ (0.03)

$ (0.08)

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

$ (0.03)

$ (0.08)

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

341,960,999

345,502,643

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

341,960,999

345,502,643

[1]	(1) Includes revenues from related party of $48,324 and $52,124, for the three months ended March 31, 2025 and 2024, respectively.
[2]	(2) Includes traffic acquisition cost to related party of $82,159 and $73,611 for the three months ended March 31, 2025 and 2024, respectively.
[3]	(3) Includes loss on extinguishment of debt of $6,597 for the three months ended March 31, 2025

GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($)	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill acquired	$ 0
Goodwill impairment loss	0
Amortization of intangible assets	$ 13,746,000	$ 15,935,000

SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS - Schedule of Equity-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2025	Mar. 31, 2024
Income Statement Compensation Expense Items [Abstract]
Total share-based compensation expense	$ 15,517	$ 16,401
Cost of revenues
Income Statement Compensation Expense Items [Abstract]
Total share-based compensation expense	867	1,011
Research and development
Income Statement Compensation Expense Items [Abstract]
Total share-based compensation expense	6,393	6,378
Sales and marketing
Income Statement Compensation Expense Items [Abstract]
Total share-based compensation expense	4,221	4,323
General and administrative
Income Statement Compensation Expense Items [Abstract]
Total share-based compensation expense	$ 4,036	$ 4,689

SEGMENTS AND GEOGRAPHIC INFORMATION - Narrative (Details)	3 Months Ended
	Mar. 31, 2025 Segment
Text Block [Abstract]
Number of reportable segments	1
Number of operating segments	1

INCOME TAXES (Details)	3 Months Ended
INCOME TAXES (Details)	Mar. 31, 2025	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Effective tax rate	19.00%	(19.00%)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2025

Mar. 31, 2024

Cash flows from operating activities

Net Loss

$ (8,750)

$ (26,158)

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

Depreciation and amortization and write-offs

20,682

25,321

Share-based compensation expenses

15,517

16,401

Net gain from financing expenses

(1,038)

(408)

Revaluation of the Warrants liability

(1,726)

Amortization of loan and credit facility issuance costs

413

354

Amortization of premium and accretion of discount on short-term investments, net

142

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]

65,196

22,068

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

4,434

9,199

Decrease in trade payables

^[2]

(31,758)

(8,262)

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

(22,196)

(1,476)

Decrease in deferred taxes, net

(3,120)

(3,685)

Change in operating lease right of use assets

6,211

4,453

Change in operating lease liabilities

(6,388)

(5,593)

Net cash provided by operating activities

48,111

32,395

Cash flows from investing activities

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

(12,041)

(5,589)

Proceeds from business acquisition holdback liability

719

Proceeds from maturities of short-term investments

3,780

3,265

Net cash used in investing activities

(8,261)

(1,605)

Cash flows from financing activities

Issuance costs

(663)

(456)

Exercise of options and vested RSUs

705

1,809

Payment of tax withholding for share-based compensation expenses

(842)

(709)

Repurchase of ordinary shares and non-voting ordinary shares

(49,342)

(27,758)

Payments on account of repurchase of ordinary shares

(2,355)

(1,658)

Proceeds from revolving credit line, net of issuance costs

123,985

Repayment of Long-term loan

(122,736)

Net cash used in financing activities

(51,248)

(28,772)

Exchange rate differences on balances of cash and cash equivalents

1,038

408

Increase (decrease) in cash and cash equivalents

(10,360)

2,426

Cash and cash equivalents - at the beginning of the period

226,583

176,108

Cash and cash equivalents - at end of the period

216,223

178,534

Cash paid during the year for:

Income taxes

3,764

3,243

Interest

2,189

3,610

Non-cash investing and financing activities:

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

1,895

4,262

Share-based compensation included in capitalized internal-use software

279

606

Exercise of options and vested RSUs

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

$ 28,922

$ 12

[1]	(1) Includes an increase (decrease) in related party trade receivables of $(28,093) and $29,694, for the three months ended March 31, 2025 and 2024, respectively
[2]	(2) Includes a decrease in related party trade payables of $(10,723) and $(22,480), for the three months ended March 31, 2025 and 2024, respectively.

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY AND NON-VOTING ORDINARY SHAREHOLDERS

3 Months Ended

Mar. 31, 2025

Earnings Per Share [Abstract]

NET LOSS PER SHARE ATTRIBUTABLE TO ORDINARY AND NON-VOTING ORDINARY SHAREHOLDERS


	Three Months Ended March 31,
	2025				2024
	Ordinary		Non-voting		Ordinary		Non-voting
	shares		Ordinary		shares		Ordinary
			shares				shares
	Unaudited
Numerator:
Net loss attributable to Ordinary shareholders, basic and diluted	$	(7,633)	$	(1,117)	$	(22,736)	$	(3,422)

Denominator:
Weighted-average shares used in computing net loss per share attributable to Ordinary shareholders, basic and diluted	298,323,708		43,637,291		300,303,941		45,198,702

Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted	$	(0.03)	$	(0.03)	$	(0.08)	$	(0.08)


	Three Months Ended March 31,
	2025	2024
	Unaudited
Warrants	12,349,990	12,349,990
RSUs	20,514,399	26,734,790
Outstanding share options	7,471,586	21,839,078
Issuable Ordinary shares related to business combination under holdback arrangement	—	968,992
Total	40,335,975	61,892,850

SHORT-TERM INVESTMENTS	3 Months Ended
SHORT-TERM INVESTMENTS	Mar. 31, 2025
Investments, Debt and Equity Securities [Abstract]
SHORT-TERM INVESTMENTS	SHORT-TERM INVESTMENTS The Company short-term investments, which were $3,780 as of December 31, 2024, are composed of short-term bank deposits. As of March 31, 2025, the Company did not hold any short-term bank deposits.

RELATED PARTY TRANSACTIONS	3 Months Ended
RELATED PARTY TRANSACTIONS	Mar. 31, 2025
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS The Company is a party to certain transaction-related agreements with Yahoo, pursuant to which the Company issued 39,525,691 Ordinary shares and 45,198,702 Non-voting Ordinary shares to Yahoo, and granting Yahoo the right to appoint one representative to the Company’s board of directors, resulting in Yahoo to become a principal shareholder effective the Transaction closing on January 17, 2023 (see Note 1b). In June 2024, the Company repurchased 988,296 of the Non-voting Ordinary shares at a price of 4.07 per share, based on the terms stipulated in the agreement, for an aggregate purchase price of $4,022, as part of the Buyback Program. The Company and its affiliates are parties to several agreements in the ordinary course of business with Yahoo and its affiliates. Revenues from the related party are derived from Yahoo’s advertiser spend on the Company’s network, for which Yahoo is the billing entity. Traffic acquisition cost to the related party is compensation for placing Taboola’s platform on Yahoo`s digital property. In connection with these agreements, for the three months ended March 31, 2025 and 2024, the Company recorded revenues from Yahoo in the amount of $48,324 and $52,124 which represented 11% and 12.6% of the Company’s total revenue, respectively. In addition, the Company recorded traffic acquisition costs related to Yahoo for the three months ended March 31,2025 and 2024, in the amount of $82,159 and $73,611, respectively. Certain traffic acquisition costs for the three months ended March 31, 2025, noted herein, are unaffiliated with the Yahoo revenues recognized during the three months ended March 31, 2025 As of March 31, 2025 and December 31, 2024, in regards to Yahoo, the Company’s balances of trade receivables were $48,584 and $76,677, which represented approximately 16% and 21% of the Company’s trade receivables respectively, and its balance of trade payables were $57,833 and $68,556, respectively associated with the revenues presented on both a gross and net basis. The Company and Yahoo, pursuant to the Omnibus Agreement entered into on November 28, 2022, each agreed to pay certain expenses in connection with the transaction and each party agreed to reimburse the other for some or all of these expenses. Under these arrangements, the Company recognized expenses, net of $1,441 and $522, for the three months ended March 31, 2025 and 2024, respectively. On February 24, 2025, the Company and Yahoo entered into a Share Repurchase Agreement (“Repurchase Agreement”). In accordance with the Repurchase Agreement, the Company may conduct weekly repurchases of Yahoo's Non-voting Ordinary shares at a purchase price determined by a market based pricing formula as specified in the Repurchase Agreement. The maximum amount of Non-voting Ordinary shares that may be repurchased each week will be 25% of the applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934 (“Rule 10b-18”). The Repurchase Agreement terminates upon the earliest of: (i) the Company obtaining regulatory approval permitting Yahoo’s equity ownership in the Company to exceed 25%; (ii) the Company determining, as specified in the Repurchase Agreement, that no such approval is required; or (ii) December 31, 2025. On March 14, 2025 the Company and Yahoo amended the Repurchase Agreement to modify the number shares the Company may repurchase each week from 25% to up to 1/3rd of the weekly applicable allowable limit under Rule 10b-18. The prior agreement limited the amount of shares the Company could repurchase in the open market. The amendment enables the Company to repurchase up to the maximum allowable Rule 10b-18 limit while keeping Yahoo’s ownership of Taboola’s outstanding shares from reaching 25% or more. Under the Repurchase Agreement, through April 28, 2025, the Company has purchased a total of 7,533,849 Non-voting Ordinary shares for an aggregate purchase price of approximately $21,911, out of which 4,156,062 Non-voting Ordinary shares for an aggregate purchase price of approximately $12,447 has been purchased through March 31, 2025.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Estimated Future Amortization Expense of Other Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2025	Dec. 31, 2024
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2025 (Remainder)	$ 37,661
2026	13,290
2027	135
2028	234
Total	$ 51,320	$ 65,067