SHAREHOLDERS' EQUITY AND SHARE INCENTIVE PLANS | NOTE 9:- 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, subject to satisfying required conditions under the Israeli Companies Law and the Companies Regulations (Reliefs for Corporations, Whose Securities Are Listed on Foreign Stock Exchanges) - 2000. 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 nine months ended September 30, 2024, the Company repurchased 15,484,880 of its shares, consisting of 14,496,584 Ordinary shares, and 988,296 Non-voting Ordinary shares (see Note 12) at an average price of $4.14 per share (excluding broker and transaction fees of $362). As of September 30, 2024, the Company had remaining authorization under the Buyback Program to repurchase Ordinary shares up to an aggregate amount of $55,579, subject to satisfying required conditions under the Companies Law and Companies Regulations. 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 nine months ended September 30, 2024 and 2023, 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 $2,396 and $3,213, 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 nine months ended September 30, 2024 (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, 2024 29,291,285 $ 3.35 5.27 $ 57,118 Exercised (2,808,002 ) 2.08 — 5,787 Forfeited (516,515 ) 4.00 — — Balance as of September 30, 2024 (unaudited) 25,966,768 $ 3.48 4.93 $ 32,179 Exercisable as of September 30, 2024 (unaudited) 23,291,098 $ 3.13 4.73 $ 30,357 During the nine months ended September 30, 2024, 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 September 30 , , unrecognized share-based compensation cost related to unvested share options was $6,984, which is expected to be recognized over a weighted-average period of years. c. The following is a summary of the RSU activity and related information for the nine months ended September 30 , : Outstanding Restricted Shares Unit Weighted Average Grant Date Fair Value Balance as of January 1, 2024 23,479,308 $ 5.13 Granted 13,969,685 4.63 Vested (*) (7,488,862 ) 5.34 Forfeited (1,648,529 ) 4.75 Balance as of September 30, 2024 (unaudited) 28,311,602 $ 4.85 (*) A portion of the shares that vested w ere netted out to satisfy the tax obligations of the recipients. During the , a total of RSUs were to satisfy tax obligations, resulting in net issuance of 593,712 Ordinary shares. The total release date fair value of RSUs was $29,971, during the nine months ended September 30, 2024. As of September 30, 2024, unrecognized share-based compensation cost related to unvested RSUs was $118,483, which is expected to be recognized over a weighted-average period of 2.53 years. The total share-based compensation expense related to all of the Company s share-based awards recognized for the three , 202 , was comprised as follows: Three months ended September 30, Nine months ended September 30, 2024 2023 2024 2023 Unaudited Cost of revenues $ 933 $ 999 $ 3,040 $ 3,082 Research and development 6,785 6,256 20,015 18,281 Sales and marketing 4,671 4,127 13,526 12,813 General and administrative 4,797 4,869 15,311 14,692 Total share-based compensation expense $ 17,186 $ 16,251 $ 51,892 $ 48,868 |