UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Taboola.com Ltd.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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Dear Shareholder:

We cordially invite you to the 2026 Annual General Meeting of Shareholders of Taboola.com Ltd. to be held on June 9, 2026 at 9:00 a.m. (Eastern time) / 4:00 p.m. (Israel time) online via live audio webcast at www.virtualshareholdermeeting.com/TBLA2026 (“Annual Meeting” or “Meeting”).

At the Annual Meeting, shareholders will be asked to consider and vote on the matters listed in the enclosed Notice of Annual Meeting of Shareholders. Our Board of Directors unanimously recommends that you vote FOR each of the proposals listed in the Notice.

Only shareholders of record at the close of business on April 13, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, it is important that your Ordinary shares be represented and voted at the Annual Meeting. Accordingly, please carefully review the enclosed proxy statement together with the annual report that accompanies it and then cast your vote. We urge you to vote regardless of the number of shares you hold. To be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.

We look forward to your participation in the Annual Meeting.

Sincerely,

Zvi Limon

Chairman of the Board of Directors

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TABOOLA.COM LTD.

16 Madison Square West, 7th Floor

New York, NY 10010

Notice of 2026 Annual General Meeting of Shareholders

TO BE HELD ON JUNE 9, 2026

Date and Time

June 9, 2026 at

9:00 a.m. (Eastern time) /

4:00 p.m. (Israel time)

Location

Virtual annual meeting of shareholders conducted via live audio webcast at: www.virtualshareholdermeeting.com/TBLA2026

Record Date

The Board has fixed the close of

business on April 13, 2026, as the

Record Date for determining

shareholders entitled to notice of

and to vote at the meeting.

AT THE ANNUAL MEETING, YOU WILL BE ASKED:

	1			To re-elect two Class II directors;
	2			To approve an advisory proposal on executive compensation;
	3			To approve the Compensation Policy for the Company’s executive officers and directors;
	4			To approve the compensation terms for our Chief Executive Officer (and Director); and
	5			To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as Taboola’s independent registered public accounting firm for the year ending December 31, 2026.


	Our Board of Directors, or Board, unanimously recommends that shareholders vote FOR each of the above Proposals which are described in the proxy statement.

In addition, shareholders will be requested to consider at the Annual Meeting the Company’s audited consolidated financial statements for the year ended December 31, 2025.

We know of no other matters to be submitted at the Annual Meeting other than as specified herein. If any other business is properly come before the Annual Meeting or any adjournment or postponement thereof, the persons named as proxies may vote in respect thereof in accordance with their best judgment and the recommendation of the Board.

MEETING ADMISSION

If you plan to attend or vote at the virtual meeting via www.virtualshareholdermeeting.com/TBLA2026, please enter the 16 digit control number included in your Notice of Internet Availability of Proxy Materials (“Notice”) or in your proxy card, or if (you have already received proxy materials) by following the voting instructions that accompanied them.

If your shares are held in “street name” through a broker, bank or other nominee, by following the voting instructions that accompanied your proxy materials.

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A list of our registered holders as of the close of business on the Record Date will be made available to shareholders during the meeting at www.virtualshareholdermeeting.com/TBLA2026. To access the list of registered holders, which will become available on or about May 1, 2026, and throughout the meeting, shareholders should email Taboola Investor Relations at investors@taboola.com.

VOTING BY PROXY

The Company uses the Securities and Exchange Commission (“SEC”) rule permitting companies to furnish proxy materials to their shareholders via the Internet. In accordance with this rule, on or about April [*], 2026, we sent to shareholders of record at the close of business on April 13, 2026, a Notice of Internet Availability of Proxy Materials, or the Notice. The Notice includes instructions on how to access our 2026 Proxy Statement and 2025 Annual Report online, and how to vote online for the Annual Meeting. If you received a Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/TBLA2026, you must enter the control number found on your proxy card, voting instruction form or Notice you previously received. At the virtual meeting site, you may follow the instructions to vote and ask questions before or during the Annual Meeting. If you hold your shares through a broker, your shares will not be voted unless (i) you provide voting instructions or (ii) the matter is one for which brokers have discretionary authority to vote. Of the matters to be voted on at the Annual Meeting, the only one for which brokers have discretionary authority to vote is Proposal 5, the reappointment of the independent registered public accounting firm.

By Order of the Board of Directors,

Zvi Limon

Chairman of the Board of Directors

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Table of Contents


Summary Information			1
Corporate Governance at Taboola			6
Overview			6
Shareholder Engagement			6
Board of Directors Composition			6
Board of Directors Leadership Structure			7
Board of Directors’ Role in Risk Oversight			8
Meetings of the Board of Directors and Annual Meeting of Shareholders			8
Committees of the Board of Directors			8
Corporate Governance Guidelines and Code of Conduct			9
Communication with the Board of Directors			9
Non-Employee Director Compensation			9
Related Party Transactions			11
Human Capital			13
Proposal 1: Re-election of Directors			15
Executive Compensation			20
Compensation Discussion and Analysis			20
Additional Executive Compensation Information			29
Compensation Committee Report			29
Compensation Committee Interlocks and Insider Participation			29
2025 Summary Compensation Table			29
Grants of Plan-Based Awards			30
Outstanding Equity Awards at Fiscal Year End			31
Option Exercises and Stock Vested			32

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Severance and Potential Payments Upon Change in Control			32
CEO Pay Ratio			33
Pay versus Performance			34
Security Ownership of Certain Beneficial Owners and Management			38
Delinquent Section 16(a) Reports			39
Proposal 2: Approval of Advisory Proposal on Executive Compensation			40
Proposal 3: Approval of the Compensation Policy for the Company’s Executive Officers and Directors			41
Proposal 4: Approval of the Compensation Terms for our Chief Executive Officer (and Director)			43
Audit Committee Matters			45
Audit Committee Pre-Approval Policies and Procedures			45
Audit and Non-Audit Fees			45
Report of the Audit Committee			46
Proposal 5: Re-Appointment of Independent Auditors			47
General Information About the Annual Meeting			48
Questions and Answers About Voting			48
Exhibit A			52
Exhibit B			63

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PROXY STATEMENT

Summary Information

The following summary provides general information about Taboola.com Ltd., referred to as Taboola or the Company, and highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider when deciding how to vote your shares. For further and more detailed information on the matters referenced below, prior to casting your vote, please carefully review the entire proxy statement and our 2025 Annual Report on Form 10-K (“2025 Annual Report”). Our 2025 Annual Report accompanies this proxy statement and was previously filed with the Securities and Exchange Commission, or SEC. In this proxy statement, we reference various information and materials available on our corporate website. We have included our website address in this proxy statement as an inactive textual reference only. Information on our website is not incorporated by reference in this proxy statement.

FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of United States securities laws. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements are often, but not always, identified by such forward-looking terminology as “goal,” “believe,” “will,” “may,” “plan,” “expect,” “intend,” “priority,” “outlook,” “guidance,” “objective,” “forecast,” “anticipate,” “estimate,” “seek,” “trend,” “target” and “strategy,” or similar statements or variations of such terms.

Forward-looking statements are not guarantees of future performance, are inherently uncertain, are based on current assumptions that are difficult to predict and involve a number of risks and uncertainties. Therefore, actual outcomes and results may differ materially from what is expressed in those statements. Important factors that may affect future results and outcomes include but are not limited to those set forth in our 2025 Annual Report and our subsequent SEC filings. We encourage investors to read those filings, particularly the sections on risk factors, for additional information with respect to any forward-looking statements and prior to making any voting or investment decision. The forward-looking statements contained in this proxy statement should not be relied on as representing our expectations or beliefs as of any time subsequent to the time this proxy statement is first filed with the SEC, and we do not undertake efforts to revise those forward-looking statements to reflect events after that time except as may be required by law.

VOTING MATTERS AND RECOMMENDATIONS

The Board of Directors, or Board, unanimously recommends shareholders vote FOR each of the below Proposals.

	1			To re-elect two Class II directors.
	2			To approve an advisory proposal on executive compensation.
	3			To approve the Compensation Policy for the Company’s executives and directors.
	4			To approve the compensation terms for our Chief Executive Officer (and Director).
	5			To re-appoint Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

In addition, shareholders will be requested to consider at Taboola.com Ltd.’s, or the Company or Taboola, 2026 Annual General Meeting of Shareholders, or Annual Meeting, the Company’s audited consolidated financial statements for the year ended December 31, 2025.

Taboola 1 2026 Proxy Statement

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We know of no other matters to be submitted at the Annual Meeting other than as specified herein. If any other business properly comes before the Annual Meeting or any adjournment or postponement thereof, the persons named as proxies may vote in respect thereof in accordance with their best judgment and recommendation of the Board.

ABOUT TABOOLA

Taboola empowers businesses to grow through performance advertising technology that goes beyond search and social and delivers measurable outcomes at scale. Taboola helps businesses grow by placing ads on publisher sites, mobile apps, and devices, which we collectively refer to as digital properties. We operate outside of the major search and social media walled gardens such as Meta, Google, and Amazon. Thousands of advertisers, merchants, affiliate networks and their respective brands and agencies, who we collectively refer to as “Advertisers,” trust us to drive growth, while approximately 14,000 digital property partners, including NBCNews, Disney, Yahoo, and Apple, rely on us for monetization and audience growth. Our scale is meaningful - we reach over 600 million people a day, gaining real-time insight into what people read and buy. This gives us unique “pulse of the internet” data - which alongside our artificial intelligence (AI) - is our competitive advantage and helps our advertiser clients achieve exceptional returns on their advertising spend.

Taboola began operations in 2007 and our technology provides significant value to both digital property partners and Advertisers. Digital properties use our technology platforms to achieve their business goals, such as driving new audiences to their sites and apps, or increasing engagement on site. We also provide a meaningful monetization opportunity to digital properties by matching relevant advertising to their audience in real time. Unlike walled gardens, we are a business-to-business, or B2B, company with no competing consumer interests. We only interact with consumers through our partners’ digital properties, hence we do not compete with our partners for user attention. Our motivations are aligned. When our partners win, we win, and we grow together.

We empower Advertisers to leverage our proprietary AI-powered performance advertising platform to reach targeted audiences utilizing effective ad formats across digital properties.

We generate revenues primarily when people (consumers) click on, purchase from or, in some cases, view the ads that appear within our partners’ digital experiences via our performance AI engine. Advertisers pay us for those clicks, purchases or impressions, and we share the resulting revenue with the digital properties who display those ads and generate those clicks and downstream consumer actions.

Our powerful performance AI engine was built to address a technology challenge of significant complexity: predicting which content, both advertisements and editorial, users would be interested in, without explicit intent data or social media profiles. Search advertising platforms have access, at a minimum, to users’ search queries which indicate intent, while social media advertising platforms have access to rich personal profiles created by users. We are the only independent performance platform that goes beyond search and social, and delivers outcomes at scale for advertisers, leveraging our unique supply, 1st-party data and AI technology.

BUSINESS OVERVIEW

In February 2025, the Company announced a new focus beyond native advertising, a powerful new technology platform called Realize, and opened Realize for all advertisers.

Taboola has been a market leader in native advertising for more than a decade, driving success for advertisers, primarily in “bottom-of-article” placements. Taboola has now extended beyond this legacy with the introduction of Realize, a platform that specializes in performance outcomes at scale beyond search and social.

Realize leverages our unique data, performance AI and an increasingly diverse range of inventory and creative formats to achieve performance objectives

Taboola 2 2026 Proxy Statement

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CONSOLIDATED FINANCIAL PERFORMANCE

(DOLLARS IN MILLIONS)


	2025 ($)	2024 ($)
Revenue	1,912.0	1,766.2
Gross Profit	569.5	534.2
ex-TAC Gross Profit*	713.5	667.5
Net Income (loss)	42.3	(3.8)
Adjusted EBITDA*	215.5	200.9
Non-GAAP Net Income*	168.6	122.4

*	See “Non-GAAP Financial Measures” in our 2025 Annual Report for reconciliations of non-GAAP financial measures to the comparable GAAP measures.

Board of Directors

The table below presents information on the Class II nominees for director of the Company and each of the continuing directors who are not being voted on at the Annual Meeting. Mr. Peres and Mr. Shany are current directors of the Company and the Company believes they possess the qualifications to serve as a member of our Board. The information set forth below is as of March 31, 2026.


NAME AND PRINCIPAL OCCUPATION	CLASS	AGE	CURRENT COMMITTEE MEMBERSHIP	DIRECTOR SINCE	CURRENT TERM EXPIRES	NOMINATED FOR TERM EXPIRING
CLASS II DIRECTOR NOMINEES
Nechemia J. Peres Managing General Partner and Co-Founder, Pitango Venture	II	67	Compensation; Nominating and Governance	2013	2026	2029
Gilad Shany Managing Partner, ION Crossover Partners Ltd.	II	49	Audit; Nominating and Governance	2021	2026	2029
CONTINUING DIRECTORS
Erez Shachar Co-founder and Managing Partner, Qumra Capital Management Ltd	I	67	Compensation; Nominating and Governance	2013	2028
Zvi Limon General Partner and Co-Founder, Magma Venture Partners	III	67	Audit; Compensation	2007	2027
Monica Mijaleski Chief Financial Officer, Yahoo!	III	50	None	2023	2027
Adam Singolda Founder and CEO, Taboola.com Ltd.	III	44	None	2007	2027

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CORPORATE GOVERNANCE SUMMARY

Here is a summary of the key governance practices and policies that our Board believes help advance our goals and protect the interests of our shareholders, including:


				Base a significant portion of executive compensation opportunity on financial performance						Maintain an anti-hedging and pledging policy
				Set annual incentive targets for our executive officers based on objective performance measures						Offer equity and cash compensation to our executive officers which we believe incentivizes them to deliver both short-term and long-term shareholder value
				Maintain a forfeiture and clawback policy that complies with SEC rules						Mitigate dilution by use of our share buyback program and a net issuance mechanism
				Maintain a majority independent Board						Maintain an independent compensation committee which engages an independent compensation advisor
				Maintain entirely independent Board committees						Cap short-term performance-based cash bonus payments at 150% of target
				Emphasize pay-for-performance – meaning the earning of annual bonuses are subject to the attainment of objective performance measurements						Regularly review the executive compensation and peer group data

OVERVIEW OF 2025 EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program is designed to recruit, motivate and retain highly qualified executive officers, reward strong Company performance and align the long-term interests of our executive officers with those of our shareholders. We do this by offering competitive compensation that is reflective of market practices and comprised of elements that promote strong short- and long-term performance. The table below offers a snapshot of the key components of our executive compensation program and the rationale underlying each element.


COMPONENT	FORM	PURPOSE
Base Salary	Cash	Fixed cash compensation that provides a base level of cash compensation for performing day-to-day job responsibilities, based on level of responsibility
Short-Term Incentive	Cash	Variable annual performance-based award opportunity based on achievement with respect to Company defined goals and metrics
Long-Term Incentive	Time-based Restricted Share Units	Multiyear time-based award that aligns the interest of our Named Executive Officers, or NEOs, with shareholders and promotes retention by vesting over a four-year period subject to employment with the Company through each vesting date

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Taboola believes social responsibility, good governance, minding its environmental footprint and evolving its culture to powerfully support its strategies is critical to our long-term success. We firmly believe in the principles of sound governance and helping our clients succeed. We are dedicated to maintaining a global and inclusive workplace, consistent with applicable laws and regulations, where employees feel valued and engaged. We believe we have a responsibility to enrich our communities, both in the way we carry out our operations and in the platform and services we offer. As part of these efforts, the Nominating and Governance Committee oversees our strategies, policies, and practices relating to environmental, social and governance matters.

ADDITIONAL VOTING INFORMATION

Quorum: At the Annual Meeting, the presence in person or by proxy of two or more shareholders holding not less than thirty-three and one-third percent (33¹∕3%) of the voting power of the shares issued and outstanding and entitled to vote at the Annual Meeting is required for the Annual Meeting to proceed. Abstentions and broker non-votes will qualify for determining whether there is a quorum.

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Proposal 1: Re-election of Two Class II Directors. The nominees for director are elected by a majority of the votes cast. This means that the number of votes cast “FOR” a director nominee must exceed the number of votes cast “AGAINST” the nominee. If the nominee receives more votes cast “FOR” their election than “AGAINST” they will be elected as a Class II director to serve until the 2029 Annual General Meeting of Shareholders and until their successor is duly elected and qualified. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 2: Advisory Approval on Executive Compensation. The approval, on an advisory basis, of the compensation of our NEOs in this Proxy Statement requires the “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy entitled to vote and voting on such proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 3: To approve the Compensation Policy for the Company’s executive officers and directors. The approval of the Compensation Policy in this Proxy Statement is subject to the fulfillment of one of the following additional voting requirements: (i) the majority of the Ordinary shares that are voted at the Annual Meeting in favor of Proposal 3, excluding abstentions, includes a majority of the votes of shareholders who are not controlling shareholders or do not have a personal interest for approval of Proposal 3 (each, an “Interested Shareholder”); or (ii) the total number of Ordinary shares of the shareholders mentioned in clause (i) above that are voted against such proposal does not exceed two percent (2%) of the total voting rights in the Company.

Note Regarding Proposal 3: For the purpose of Proposal 3, a “controlling shareholder” is any shareholder that has the ability to direct the Company’s activities (other than by means of being a director or office holder of the Company). A person is presumed to be a controlling shareholder if it holds or controls, by himself or together with others, one half or more of any one of the “means of control” of a company. “Means of control” is defined as any one of the following: (i) the right to vote at a general meeting of a company, or (ii) the right to appoint directors of a company or its chief executive officer. A “personal interest” of a shareholder in an action or transaction of a company includes a personal interest of any of the shareholder’s relatives (i.e. spouse, brother or sister, parent, grandparent, child as well as child, brother, sister or parent of such shareholder’s spouse or the spouse of any of the above) or an interest of a company with respect to which the shareholder or the shareholder’s relative (as defined above) holds 5% or more of such company’s issued shares or voting rights, in which any such person has the right to appoint a director or the chief executive officer or in which any such person serves as director or the chief executive officer, including the personal interest of a person voting pursuant to a proxy which the proxy grantor has a personal interest, whether or not the person voting pursuant to such proxy has discretion with regards to the vote; and excludes an interest arising solely from the ownership of ordinary shares of a company.

Proposal 4: To approve the compensation terms for our Chief Executive Officer (and Director). The approval of the compensation terms for our Chief Executive Officer (and Director) in this Proxy Statement requires the “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy entitled to vote and voting on such proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Proposal 5: Re-Appointment of Independent Auditors. The ratification of the appointment of Kost, Forer, Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accounting firm requires the “FOR” vote of a majority of the voting power of the shares present in person or represented by proxy entitled to vote and voting on such proposal. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

If your shares are held by a broker, you must instruct your broker how to vote for Proposals 1, 2, 3 and 4. If you have not instructed the broker how to vote, your shares will not be voted with respect to Proposals 1, 2, 3 and 4, however, your broker does have the discretionary authority to vote your shares on Proposal 5.

Important Notice Regarding Proxy Materials for the Annual Meeting to be held on

June 9, 2026 at 9:00 a.m. (Eastern Time) / 4:00 p.m. (Israel Time)

via the internet at www.virtualshareholdermeeting.com/TBLA2026

The proxy statement and annual report to shareholders are available at:

www.proxyvote.com

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Corporate Governance at Taboola

OVERVIEW

Taboola is committed to effective corporate governance and independent oversight by our Board. Our programs and policies are informed by engagement with our shareholders as well as a guiding principle that the Board is accountable for representing the best interests of our shareholders, accomplished primarily through independence, diversity of experience and engagement with shareholders and other key constituents. The information set forth below is as of March 31, 2026.

Board Composition Highlights

SHAREHOLDER ENGAGEMENT

We believe that effective corporate governance includes regular, constructive conversations with our shareholders, and we value our shareholders’ continued feedback and opinions. All feedback is reviewed and considered as appropriate for the Company’s strategy, business growth and maturity stage. We are committed to maintaining an active dialogue to understand the priorities and concerns of our shareholders on a variety of topics, including business strategy, executive compensation and corporate governance. Maintaining an active dialogue with our shareholders is consistent with our corporate values of open communication and accountability and we intend to continue these efforts in the future.

BOARD OF DIRECTORS COMPOSITION

The Nominating and Governance Committee, with input from the Board, is responsible for nominating directors for election each year and evaluating the need for new director candidates as appropriate. This assessment includes an evaluation of each director nominee’s skills and experience, and independence, as well as consideration of diverse perspectives and experiences, and other characteristics, such as race/ethnicity, gender and nationality, in the context of the needs of the Board.

Director Independence

Our Board has undertaken a review of the independence of each director who served during 2025. Based on information provided by each non-employee director concerning their background, employment and affiliations, our Board determined that all of our non-employee directors (except for Monica Mijaleski) meet the categorical standards for independence under the applicable rules and regulations of the SEC and satisfy the qualifications for independence under the Nasdaq Global Select Market (“Nasdaq”) listing standards.

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In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of Taboola securities by each such non-employee director or affiliated entities, and their involvement in any transactions described under the heading “Related Party Transactions.”

Director Nominee Qualifications, Diversity and Skills

We believe that our Board should have a variety of qualifications, skill sets and experience that, when taken as a whole, best serve the Company and our shareholders. We recognize the importance of diversity with regard to the composition of the Board and seek to have a Board that consists of members with a diversity of experience, perspectives and viewpoints, including diversity with respect to gender, race, ethnicity and nationality in compliance with applicable laws and regulations.

Identifying Director Nominees

In connection with nominating directors for election each year and evaluating the need for new director candidates as appropriate, including skill sets, diversity and specific business background, the Nominating and Governance Committee, with input from the entire Board and management, focuses on the Board’s capabilities and functioning as a whole. The Nominating and Governance Committee evaluates candidates recommended by shareholders using the same criteria it applies to evaluate other candidates. Shareholders who wish to recommend a director candidate should submit the candidate’s name and background information in writing to our Corporate Secretary at 16 Madison Square West, 7th Floor, New York, NY 10010. The Board expects all directors and director nominees to possess the following attributes or characteristics:

•	The highest personal and professional ethics and integrity;

•	Proven achievement and competence in their respective field and the ability to exercise sound business judgment;

•	Skills that are complementary to those of the existing Board;

•	The ability and commitment to attend Board and committee meetings and to invest sufficient time and energy in monitoring management’s conduct of the business and compliance with Taboola’s operating and administrative procedures; and

•	An understanding of the fiduciary responsibilities that are required of a member of the Board and the commitment of time and energy necessary to diligently carry out those responsibilities.

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

Our Board periodically evaluates our leadership structure and combination or separation of the Chief Executive Officer and Chair of the Board roles is driven by our needs at any point in time. As a result, no policy exists requiring combination or separation of these leadership roles and our governing documents do not mandate a particular structure. This approach has allowed our Board the flexibility to establish the most appropriate structure for the Board at any given time.

At this time, our Board believes that having an independent Chair provides strong independent leadership and oversight for our Company and our Board. The separation of the Chair and CEO positions allows our independent Chair to focus on the governance of our Board, Board meeting agenda planning, the recruitment of new directors and Board committee responsibilities. Furthermore, this structure allows our CEO to focus his attention on the business and execution of the Company’s strategy. The Company believes that the Board’s current leadership structure supports the risk oversight function of the Board.

The chair of our Nominating and Governance Committee oversees the annual Board and Committee self-evaluation process. The Nominating and Governance Committee chair conducted one-on-one meetings with each director and discussed a variety of Board and committee-specific topics, including the effectiveness of the Board and its committees and their respective chairpersons, the effectiveness of the Board and committee meetings and their relationships with management, the appropriateness of their roles and responsibilities, and areas for possible improvement. The responses were reviewed, compiled and discussed by the directors. The Nominating and Governance Committee is responsible for establishing the Board and committee evaluation process each year and may determine to use an independent third-party evaluation process from time to time in the future.

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BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT

Our Board oversees the risk management activities designed and implemented by our management team and also considers specific risk topics, including risks associated with our strategic initiatives, cybersecurity, business plans and capital structure. The Board executes its oversight responsibilities both directly and through its committees. Our management, including our executive officers, is primarily responsible for managing the risks associated with the operation and business of the Company and reports periodically to the Board and the Audit Committee on risk management activities, including cybersecurity. Our Board has delegated to the Audit Committee oversight of its risk management process, and our other Board committees also consider risks related to the performance of their respective committee responsibilities. All committees report to the Board as frequently as appropriate, including when a matter rises to the level of a material or enterprise risk.

MEETINGS OF THE BOARD OF DIRECTORS AND ANNUAL MEETING OF SHAREHOLDERS

During 2025, the Board held 4 meetings, and each of the incumbent directors attended at least 75% of the total of all meetings of the Board and committees on which the director served during his or her service as a director during the year. Although Taboola does not have a formal policy regarding attendance of directors at the annual meeting of shareholders, all directors are encouraged to attend. Mr. Singolda attended the 2025 annual meeting of shareholders.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has the following committees to assist it in carrying out its responsibilities, and each operates under a written charter, a copy of which is available under the “Corporate Governance” section in the “Investor Relations” portion of our website at www.taboola.com. The charter for each committee, which establishes its roles and responsibilities and governs its procedures, is to be reviewed annually with any changes subject to Board approval.


AUDIT COMMITTEE
Current Membership: Richard Scanlon (Chair); Zvi Limon; Gilad Shany (Chair-elect, effective May 2026) Meetings Held: 4	Primary Responsibilities:
	(i)	retaining and, if so determined, terminating our independent auditors, subject to ratification by the Board, and in the case of retention, subject to ratification by the shareholders;
	(ii)	pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;
	(iii)	overseeing the accounting and financial reporting processes of our Company;
	(iv)	managing audits of our financial statements;
	(v)	preparing all reports as may be required of an audit committee under the rules and regulations promulgated under the Securities Exchange Act of 1934 (“Exchange Act”);
	(vi)	reviewing with management and our independent auditor our annual and quarterly financial statements prior to publication, filing, or submission to the SEC;
	(vii)	recommending to the Board the retention and termination of the internal auditor, and the internal auditor’s engagement fees and terms, in accordance with the Israeli Companies Law, 5759-1999, or the Companies Law, as well as approving the yearly or periodic work plan proposed by the internal auditor;
	(viii)	reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that may have a material impact on the financial statements;
	(ix)	identifying irregularities in our business administration, inter alia, by consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the Board;
	(x)	reviewing policies and procedures with respect to transactions (other than transactions related to compensation or terms of services) between the Company and officers and directors, affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law, Nasdaq rules or other applicable rules or regulations; and
	(xi)	establishing procedures for handling employee complaints relating to the management of our business and the protection to be provided to such employees.
	All members meet the independence requirements of the listing standards of Nasdaq and the rules and regulations of the SEC. Each member of the Audit Committee meets the financial literacy requirements of the current listing standards. In addition, the Board has determined that Richard Scanlon is an Audit Committee financial expert (as defined by SEC rules).

Taboola 8 2026 Proxy Statement

TABLE OF CONTENTS


COMPENSATION COMMITTEE
Current Membership: Erez Shachar (Chair); Zvi Limon; Nechemia J. Peres Meetings Held: 5	Primary Responsibilities:
	(i)	recommending to our Board for its approval a compensation policy, in accordance with the requirements of the Companies Law, as well a

SEC Form PRE 14A filed by Taboola.com Ltd.