UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________ FORM 10-K _________________________ ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-40566 _________________________ TABOOLA.COM LTD. (Exact name of regist ...

2024 Financials - step function top line growth and massive Adj. EBITDA/margin growth Exhibit 99.1 Taboola Reports Strong Q4 Net Income and Adj. EBITDA; Profits Beat High End of Guidance for Q4 and FY 2023; 2024 Guidance Calls for Record Year With Substantial Growth Across All Key Metrics Key Highlights 2023 Financials - strong exiting momentum sets Taboola up for great 2024 Announcing new $100M buyback authorization (represents ~6% of current market cap) Engaging/reaching users - Yahoo crossing $100M+ in Q ...

Financial Data and Key Metrics Changes - The company achieved $360.2 million in revenue for Q3, exceeding the midpoint of guidance by $16.2 million, and reported a gross profit of $100.7 million, also above expectations [111] - Adjusted EBITDA was $22.8 million, significantly higher than the midpoint of $4 million, and non-GAAP net income was $6.7 million, compared to a projected loss of $14 million [111] - Free cash flow for Q3 was $22.8 million, driven by stronger than forecasted ex-TAC gross profit and controlled operating expenses [112][113] - Free cash flow over the last 12 months reached $55 million, three times higher than the previous year [87] Business Line Data and Key Metrics Changes - eCommerce saw double-digit growth in Q3, driven by strong momentum in Europe and the U.S., contributing to over 100% revenue retention among top advertisers [114] - Taboola News is on track to approach $100 million in revenue for 2023, compared to $50 million in 2022 [115] - The bidding technology, particularly with Microsoft, registered nearly double the ex-TAC revenue compared to Q3 of the previous year [116] Market Data and Key Metrics Changes - The company reported that approximately 10% of its revenue comes from advertisers with billing addresses in Israel, but most of this is export revenue targeting consumers outside of Israel [108] - Less than 2% of revenue is considered domestic Israeli revenue, indicating limited exposure to local market disruptions [109] Company Strategy and Development Direction - The company aims to become the first must-buy advertising platform for the open web, similar to Google for search and Meta for social [89] - There is a focus on migrating Yahoo native advertisers to Taboola, with expectations to be fully ramped up by mid-2024 [92] - Investments in AI technology and bidding capabilities are seen as crucial for future growth, with expectations that the majority of revenue will come from AI-driven solutions in 2024 [104] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's resilience and performance despite external challenges, emphasizing the importance of professional journalism and support for open web publishers [84] - The company reiterated its guidance for 2024, expecting over $200 million in adjusted EBITDA and over $100 million in free cash flow [87][110] Other Important Information - The company has initiated a share buyback program and plans to repay additional long-term debt, reflecting a strong cash position [123][124] - The integration of Yahoo's supply into Taboola's platform is progressing well, with early results from migrated advertisers being promising [92] Q&A Session Summary Question: What is the status of the Yahoo advertiser migration? - Management confirmed good visibility and a solid plan in place for migrating Yahoo advertisers, with expectations to complete the process by mid-2024 [49][51] Question: How is the adoption of Max Conversions impacting net dollar retention? - Approximately 30% of revenue has adopted Max Conversions, which is positively affecting net dollar retention and reducing churn among advertisers [40][42] Question: What are the drivers for the next $100 million in Taboola News revenue? - Growth in Taboola News is driven by existing relationships with OEMs and expanding touchpoints, with a long-term roadmap to significantly increase revenue [44][46]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-40566 TABOOLA.COM LTD. (Exact name of registrant as specified in its charter) Israel (State or other jurisdiction ...

Financial Data and Key Metrics Changes - In Q2 2023, the company achieved revenues of $332 million, exceeding the midpoint of guidance by $23 million, and gross profit of $97.1 million, surpassing guidance by $14.1 million [28] - Adjusted EBITDA was reported at $15.7 million, significantly above the midpoint of guidance of $1 million, while non-GAAP net loss was $6.4 million, better than the expected loss of $21 million [28][36] - For the full year 2023, the company raised its revenue guidance to between $1,438 million and $1,469 million, with adjusted EBITDA expected to be between $73 million and $80 million [35][36] Business Line Data and Key Metrics Changes - eCommerce now represents nearly 20% of ex-TAC gross profit, up from 15% in the previous quarter, indicating strong growth in this segment [17][22] - The company reported strong performance in its bidding offerings, with expectations that more than 50% of revenue in 2024 will utilize advanced bidding strategies [21][28] Market Data and Key Metrics Changes - The company noted that its partnership with Yahoo is progressing, with international markets now live, and anticipates ramping up ad spend in the U.S. market in 2024 [19][64] - The digital advertising environment is stabilizing, with eCommerce showing particularly strong performance, while top-of-funnel video remains soft [75][76] Company Strategy and Development Direction - The company is focused on four key priorities: Yahoo, Performance Advertising, eCommerce, and Bidding, each representing significant growth opportunities [18][26] - Investments in technology, particularly in Generative AI and bidding strategies, are expected to enhance advertiser success and drive future growth [7][21][48] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about future performance, expecting a step change in financial results with targets of over $200 million in adjusted EBITDA and over $100 million in free cash flow for 2024 [37][56] - The company is confident in its position within the industry, aiming to become a must-buy platform for advertisers in the open web [26][66] Other Important Information - The company repurchased approximately 2.9 million shares at an average price of $3.17 as part of its share buyback program [34] - Cash and cash equivalents decreased to $246.9 million, primarily due to the repayment of $30 million in long-term debt [33] Q&A Session Summary Question: What is the outlook for the 2023 guidance given the strong Q2 performance? - Management indicated that the raised guidance reflects conservatism, not expecting the same level of outperformance to continue throughout the year [92] Question: How is the digital advertising environment stabilizing? - Management noted that since Q3 of the previous year, there has been relative stability in budgets, with eCommerce performing particularly well [75][76] Question: Is there a channel conflict with new eCommerce initiatives? - Management clarified that the relationship with publishers is collaborative, focusing on partnership rather than vendor dynamics, which mitigates potential conflicts [78] Question: What are the early insights from the Yahoo integration? - Initial results from Yahoo's international markets have validated the platform's effectiveness for advertisers, with plans to ramp up in the U.S. market [80][81] Question: What is the expected impact of increased operating expenses in the second half of the year? - Management explained that increased expenses are primarily due to investments in the Yahoo partnership and eCommerce growth initiatives, with some costs being permanent and others temporary [85][104]

Forward-Looking Statements - Disclaimer Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on these forward-looking statements, which speak only as of the date they were made. The Company undertakes no duty to update these forward-looking statements except as may be required by law ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-40566 TABOOLA.COM LTD. (Exact name of registrant as specified in its charter) Israel (State or other jurisdiction of i ...

INVESTOR PRESENTATION Forward-Looking Statements - Disclaimer We calculate cash investment in publisher prepayments (net) for a specific measurement period as the gross amount of cash publisher prepayments we made in that measurement period minus the amortization of publisher prepayments that were included in traffic acquisition cost during that measurement period, which were the result of cash publisher prepayments made in that measurement period and previous periods. Non-GAAP Financial Measures This Prese ...

Taboola.com Ltd. (NASDAQ:TBLA) Q1 2023 Earnings Conference Call May 10, 2023 8:30 AM ET Company Participants Richard Hoss - Investor Relations Adam Singolda - Founder and Chief Executive Officer Stephen Walker - Chief Financial Officer Conference Call Participants Jason Helfstein - Oppenheimer James Kopelman - TD Cowen Andrew Boone - JMP Securities Laura Martin - Needham Stephen Jue - Credit Susie Sergio Segura - KeyBanc Capital Markets Operator Good day and thank you for standing by. Welcome to the Taboola ...

PART I [Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) Presents Taboola.com Ltd.'s unaudited interim financial statements as of March 31, 2023, detailing financial position, performance, and cash flows [Consolidated Interim Balance Sheets](index=6&type=section&id=Consolidated%20Interim%20Balance%20Sheets) Total assets increased to **$1.77 billion** as of March 31, 2023, driven by a **$289.5 million** commercial agreement asset, with equity rising to **$1.11 billion** Balance Sheet Highlights (in thousands) | Balance Sheet Highlights (in thousands) | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$1,767,907** | **$1,529,623** | | Cash and cash equivalents | $218,849 | $165,893 | | Commercial agreement asset | $289,451 | $0 | | Goodwill | $555,931 | $555,869 | | **Total Liabilities** | **$659,244** | **$695,088** | | Long-term loan, net | $192,737 | $223,049 | | **Total Shareholders' Equity** | **$1,108,663** | **$834,535** | - A new 'Commercial agreement asset' of **$289.5 million** was recognized, related to the 30-year exclusive agreement with Yahoo[17](index=17&type=chunk)[27](index=27&type=chunk) [Consolidated Interim Statements of Income (Loss)](index=7&type=section&id=Consolidated%20Interim%20Statements%20of%20Income%20(Loss)) The company reported a **net loss of $31.3 million** in Q1 2023, a shift from prior year net income, as revenues decreased to **$327.7 million** and operating loss widened Income Statement (in thousands) | Income Statement (in thousands) | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Revenues | $327,686 | $354,726 | | Gross Profit | $89,592 | $112,030 | | Operating Loss | $(28,798) | $(7,699) | | Net Income (Loss) | $(31,313) | $3,888 | | Diluted EPS | $(0.09) | $0.01 | [Consolidated Interim Statements of Cash Flows](index=10&type=section&id=Consolidated%20Interim%20Statements%20of%20Cash%20Flows) Net cash from operations increased to **$17.5 million** in Q1 2023, while investing activities provided **$35.3 million**, leading to a **$53.0 million** increase in cash and cash equivalents Cash Flow Summary (in thousands) | Cash Flow Summary (in thousands) | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net cash provided by operating activities | $17,524 | $8,123 | | Net cash provided by (used in) investing activities | $35,310 | $(49,648) | | Net cash provided by (used in) financing activities | $(206) | $804 | | **Increase (decrease) in cash and cash equivalents** | **$52,956** | **$(41,392)** | [Notes to Consolidated Interim Financial Statements](index=12&type=section&id=Notes%20to%20Consolidated%20Interim%20Financial%20Statements) Detailed notes disclose the **$288.1 million** Yahoo commercial agreement, issuance of shares, financing arrangements including a **$300 million** term loan, and **$16.1 million** in share-based compensation expense - On January 17, 2023, the company closed its 30-year commercial agreement with Yahoo, issuing shares with an aggregate fair value of **$288.1 million**[27](index=27&type=chunk) - The company has a **$300 million** senior secured term loan and an undrawn **$90 million** revolving credit facility; a **$30 million** term loan prepayment was made in April 2023[65](index=65&type=chunk)[69](index=69&type=chunk)[73](index=73&type=chunk) Revenue by Geography (in thousands) | Revenue by Geography (in thousands) | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | United States | $112,904 | $134,686 | | Israel | $57,626 | $50,694 | | Germany | $30,775 | $38,392 | | United Kingdom | $17,711 | $18,544 | | Rest of the world | $108,670 | $112,410 | | **Total** | **$327,686** | **$354,726** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2023 performance, attributing a **7.6% revenue decline** to macroeconomic headwinds, while highlighting the Yahoo partnership and cost management efforts, with liquidity deemed sufficient [Key Factors and Trends Affecting Performance](index=29&type=section&id=Key%20Factors%20and%20Trends%20Affecting%20our%20Performance) Performance is impacted by macroeconomic volatility and seasonality, leading to a September 2022 cost restructuring, while growth strategies focus on expanding partnerships, advertiser base, and improving network yield - Global economic and geopolitical volatility has negatively impacted advertising demand and yields, leading to a cost restructuring program in September 2022 affecting approximately **6% of global headcount**[103](index=103&type=chunk)[104](index=104&type=chunk) - The company's growth strategy focuses on increasing revenue from its approximately **15,000 digital property partners** and **18,000 advertiser clients** by improving algorithms, offering new products, and finding new ad placements[105](index=105&type=chunk)[107](index=107&type=chunk)[109](index=109&type=chunk) - The business is subject to seasonal trends, with advertising spend typically highest in the fourth quarter and lowest in the first quarter[113](index=113&type=chunk) [Key Financial and Operating Metrics](index=32&type=section&id=Key%20Financial%20and%20Operating%20Metrics) Key GAAP metrics for Q1 2023 include **$327.7 million** in revenues and **$89.6 million** in gross profit, while non-GAAP metrics show ex-TAC Gross Profit of **$115.7 million** and Adjusted EBITDA of **$10.1 million** Key Metrics (in thousands) | Key Metrics (in thousands) | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Revenues | $327,686 | $354,726 | | Gross profit | $89,592 | $112,030 | | Net income (loss) | $(31,313) | $3,888 | | **Non-GAAP Metrics** | | | | ex-TAC Gross Profit | $115,740 | $138,228 | | Adjusted EBITDA | $10,122 | $34,856 | | Free Cash Flow | $11,174 | $1,221 | Reconciliation: Net Income (Loss) to Adjusted EBITDA (in thousands) | Reconciliation: Net Income (Loss) to Adjusted EBITDA (in thousands) | Q1 2023 | Q1 2022 | | :--- | :--- | :--- | | Net income (loss) | $(31,313) | $3,888 | | Finance (income) expenses, net | $3,154 | $(11,195) | | Income tax benefit | $(639) | $(392) | | Depreciation and amortization | $22,601 | $22,676 | | Share-based compensation expenses | $13,527 | $17,039 | | Holdback compensation expenses | $2,555 | $2,790 | | M&A and other costs | $237 | $50 | | **Adjusted EBITDA** | **$10,122** | **$34,856** | [Results of Operations](index=40&type=section&id=Results%20of%20Operations) Q1 2023 revenues decreased by **7.6%** to **$27.0 million** due to weaker advertising demand, while gross profit fell **20.0%**, and guarantee costs significantly impacted traffic acquisition costs - Revenues decreased by **$27.0 million (7.6%)** year-over-year, primarily due to lower yields from existing digital properties, partially offset by new partners[167](index=167&type=chunk) - Ex-TAC Gross Profit decreased by **$22.5 million (16.3%)** year-over-year, attributed to lower yields and a mix shift to lower margin digital properties[170](index=170&type=chunk) - The cost of guarantees increased significantly, representing **19% of traffic acquisition costs** in Q1 2023, up from **10%** in Q1 2022[172](index=172&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2023, the company held **$274.4 million** in cash and investments, with an undrawn **$90 million** revolving credit facility, believing liquidity is sufficient for the next 12 months, and made a **$30 million** loan prepayment - The company's primary cash needs are for working capital, personnel, and contractual obligations, funded mainly by cash from operations, which was **$17.5 million** in Q1 2023[179](index=179&type=chunk) - As of March 31, 2023, the company had **$274.4 million** in cash, cash equivalents, and short-term investments, and an undrawn **$90 million** revolving credit facility[181](index=181&type=chunk)[183](index=183&type=chunk) - In April 2023, the company voluntarily prepaid **$30.0 million** of its outstanding long-term loan, which had a principal balance of **$234.2 million** at quarter-end[184](index=184&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=46&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces market risks including foreign currency, interest rate, inflation, and credit risks, with significant exposure to NIS, EUR, GBP, JPY, and a **$234.2 million** variable-rate loan - The company is exposed to foreign currency risk, particularly from the NIS, Euro, British pound, and Japanese yen; a **10% adverse change** in the NIS/USD rate would have an **$0.8 million** impact on operating loss[208](index=208&type=chunk) - The company has interest rate risk from its **$234.2 million** variable-rate long-term loan, where fluctuations will impact interest expense[211](index=211&type=chunk) - Credit risk is present from accounts receivable and cash deposits held in banks, which significantly exceed FDIC and FSCS insurance limits[215](index=215&type=chunk)[216](index=216&type=chunk) [Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2023, with no material changes to internal control over financial reporting during the quarter - Management concluded that as of March 31, 2023, the company's disclosure controls and procedures were effective at the reasonable assurance level[219](index=219&type=chunk) - No material changes were identified in the company's internal control over financial reporting during the first quarter of 2023[221](index=221&type=chunk) PART II [Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is cooperating with a U.S. Department of Justice criminal investigation into industry hiring activities, believing its conduct was lawful, and is not party to other material legal proceedings - The company is cooperating with a U.S. Department of Justice criminal investigation into hiring activities in its industry but does not believe its conduct violated applicable law[90](index=90&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were identified from those disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022 - There are no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022[223](index=223&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) On January 17, 2023, the company issued **39.5 million** Ordinary Shares and **45.2 million** Non-Voting Ordinary Shares to Yahoo in an unregistered transaction related to their commercial agreement - In January 2023, the company issued **39,525,691 Ordinary Shares** and **45,198,702 Non-Voting Ordinary Shares** to Yahoo in an unregistered transaction related to their commercial agreement[224](index=224&type=chunk) [Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including agreements related to the Yahoo transaction and CEO/CFO certifications - Lists exhibits filed with the report, including agreements related to the Yahoo transaction and CEO/CFO certifications[229](index=229&type=chunk)