Taboola.com Ltd 2025年度报告

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 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 ofincorporation or organization)16 Madison Square West7th FloorNew York,NY(Address of principal executiveoffices) 10010(Zip code) 212-206-7633 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act.☐☒ Large accelerated filer Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflectthe correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No The aggregate market value of the voting and non-voting shares held by non-affiliates of the Registrant, based on the closing price of the shares of $3.66 on June 30,2025 the last business day of the registrant’s most recently completed second fiscal quarter was approximately $608 million. As of February 20, 2026 the Registrant had a total of 277,598,444 outstanding shares, which includes 247,558,800 Ordinary shares and 30,039,644 Non-voting DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s 2026 definitive Proxy Statement, which will be filed with the Securities and Exchange Commission within 120 days afterDecember31, 2025, are incorporated by reference in Part III of this Form 10-K. BASIS OF PRESENTATION Our financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) . We present ourconsolidated financial statements in U.S. dollars. Our fiscal year ends on December 31 of each year. Certain monetary amounts, percentages and other figures included elsewhere in this Annual Report have been subject to rounding adjustments.Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressedas percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precedethem. Throughout this Annual Report, we provide a number of key performance indicators used by our management and often used by others in our industry.For details, see Item 7. “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.” Certain capitalized terms used in this Annual Report are defined in the Glossary following Item 16. Market and Industry Data Unless otherwise indicated