UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

~~May~~June 74, 2025

TABOOLA.COM LTD.

(Exact name of registrant as specified in its charter)

Israel	001-40566	Not applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

16 Madison Square West

7th Floor

New York, NY 10010

(Address of principal executive offices, including zip code)

212-206-7633

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, no par value	TBLA	The Nasdaq Global Select Market
Warrants to purchase ordinary shares	TBLAW	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0207. ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders

~~On May 7, 2025,~~ Taboola.com Ltd. (the “Company”) orannounced ~~“Taboola”)~~the ~~issued~~results aof ~~press~~the ~~release~~Company’s ~~announcing~~Annual ~~its~~General ~~financial~~Meeting ~~results~~of ~~for~~Shareholders (the ~~first~~“Meeting”), ~~quarter~~which ofwas ~~2025.~~held ~~That~~online ~~press~~via ~~release~~live isaudio ~~furnished~~webcast ~~herewith~~at as9:00 ~~Exhibit 99~~a.1m. ~~and~~(Eastern istime) ~~incorporated~~/ ~~herein~~4:00 p.m. by (Israel ~~reference~~time) on June 4, 2025.

~~Item~~At ~~7.01.~~the ~~Regulation~~Meeting, FDthe ~~Disclosure~~Company’s shareholders voted upon and approved, by the requisite majority in accordance with the Israel Companies Law, 5759-1999 and the Company’s articles of association, the following matters: (i) the re-election of one Class I director; (ii) the advisory proposal on executive compensation; (iii) the amendment to compensation terms for our Chief Executive Officer (and Director); and (iv) the re-appointment of 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, 2025 and until the next annual general meeting of shareholders.

OnThe ~~May~~number 7,of ~~2025,~~votes ~~the~~cast ~~Company~~for ~~made~~or ~~available~~against ~~an investor presentation~~ and ~~prepared remarks which provide highlights of~~ the ~~Company’s~~number ~~first quarter~~ of ~~2025~~abstentions ~~financial results~~ and ~~related~~broker ~~information~~non-votes, ~~which~~as isapplicable, ~~being made available~~ in connection with ~~the~~each ~~May~~matter 7presented for shareholder consideration at the Meeting, ~~2025~~are ~~earnings~~set ~~conference~~forth ~~call.~~below:

~~The~~Proposal ~~investor presentation and prepared remarks can be found on Taboola’s website at https~~1:~~//investors.taboola.com. We~~ ~~have included our web address in this Current Report on Form 8~~Re-Kelection ~~solely~~of ~~for~~one ~~informational~~Class ~~purposes~~I ~~and the information on our website is not incorporated by reference into this Current Report on Form 8-K.~~director

The information furnished with this Form 8-K, including Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

		For	Against	Abstain	Broker Non-Votes
	Erez Shachar	133,097,677	32,149,233	1,207,357	44,127,437

~~Item~~Proposal ~~9.01.~~2: ~~Financial~~Advisory ~~Statement~~proposal ~~and~~on ~~Exhibits.~~executive compensation

(d) Exhibits

For	Against	Abstain	Broker Non-Votes
143,934,268	22,032,315	487,684	44,127,437

~~TABLE~~Proposal OF3: ~~CONTENTS~~Approval of an amendment to compensation terms for our Chief Executive Officer (and Director)

Exhibit No.	Description
For	Against	Abstain	Broker Non-Votes
99.1	Press Release dated May 7, 2025
146,781,456	19,197,319	475,492	44,127,437
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Proposal 4: Approval and re-appointment of 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, 2025 and until the next annual general meeting of shareholders

For	Against	Abstain	Broker Non-Votes
208,463,195	1,211,699	906,810	0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TABOOLA.COM LTD.
	By: /s/ Stephen Walker
	By:	/s/ Stephen Walker
	Name: Stephen Walker
		Name:	Stephen Walker
	Title: Chief Financial Officer
		Title:	Chief Financial Officer
Date: May 7, 2025
Date: June 4, 2025

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