RELATED PARTY TRANSACTIONS |
6 Months Ended |
|---|---|
Jun. 30, 2025 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS The Company is a party to certain transaction-related agreements with Yahoo, pursuant to which the Company issued 39,525,691 Ordinary shares and 45,198,702 Non-voting Ordinary shares to Yahoo, and granting Yahoo the right to appoint one representative to the Company’s board of directors, resulting in Yahoo to become a principal shareholder effective the Transaction closing on January 17, 2023 (see Note 1b). In June 2024, the Company repurchased 988,296 of the Non-voting Ordinary shares at a price of 4.07 per share, based on the terms stipulated in the agreement, for an aggregate purchase price of $4,022, as part of the Buyback Program. The Company and its affiliates are parties to several agreements in the ordinary course of business with Yahoo and its affiliates. Revenues from the related party are derived from Yahoo’s advertiser spend on the Company’s network, for which Yahoo is the billing entity. Traffic acquisition cost to the related party is compensation for placing Taboola’s platform on Yahoo`s digital property. In connection with these agreements, the Company recorded revenue from Yahoo in the amount of $46,455 and $60,302 which represented 10.0% and 14.1% of the Company’s total revenue, for the three months ended June 30, 2025 and 2024, respectively, and in the amount of $94,780 and $112,426 which represent 10.6% and 13.3% of the Company’s total revenue, for the six months ended June 30, 2025 and 2024, respectively. In addition, the Company recorded traffic acquisition costs related to Yahoo in the amount of $84,154 and $78,433, for the three months ended June 30, 2025 and 2024, respectively, and in the amount of $159,556 and $152,044, for the six months ended June 30, 2025 and 2024, respectively. Certain traffic acquisition costs for the three and six months ended June 30, 2025, noted herein, are unaffiliated with the Yahoo revenues recognized during the three and six months ended June 30, 2025. As of June 30, 2025 and December 31, 2024, in regards to Yahoo, the Company’s balances of trade receivables were $34,552 and $76,677, which represented approximately 11.7% and 20.7% of the Company’s trade receivables respectively, and its balance of trade payables were $60,916 and $68,556, respectively associated with the revenues presented on both a gross and net basis. The Company and Yahoo, pursuant to the Omnibus Agreement entered into on November 28, 2022, each agreed to pay certain expenses in connection with the transaction and each party agreed to reimburse the other for some or all of these expenses. Under these arrangements, the Company recognized expenses, net of $— and $502, for the three months ended June 30, 2025 and 2024, respectively, and of $361 and $1,025, for the six months ended June 30, 2025 and 2024, respectively. On February 24, 2025, the Company and Yahoo entered into a Share Repurchase Agreement (“Repurchase Agreement”). In accordance with the Repurchase Agreement, the Company may conduct weekly repurchases of Yahoo's Non-voting Ordinary shares at a purchase price determined by a market based pricing formula as specified in the Repurchase Agreement. The maximum amount of Non-voting Ordinary shares that may be repurchased each week will be 25% of the applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934 (“Rule 10b-18”). The Repurchase Agreement terminates upon the earliest of: (i) the Company obtaining regulatory approval permitting Yahoo’s equity ownership in the Company to exceed 25%; (ii) the Company determining, as specified in the Repurchase Agreement, that no such approval is required; or (ii) December 31, 2025. On March 14, 2025 the Company and Yahoo amended the Repurchase Agreement to modify the number shares the Company may repurchase each week from 25% to up to 1/3rd of the weekly applicable allowable limit under Rule 10b-18. The prior agreement limited the amount of shares the Company could repurchase in the open market. The amendment enables the Company to repurchase up to the maximum allowable Rule 10b-18 limit while keeping Yahoo’s ownership of Taboola’s outstanding shares from reaching 25% or more. Under the Repurchase Agreement, through July 31, 2025, the Company purchased 12,196,630 Non-voting Ordinary shares for an aggregate purchase price of approximately $37,687, of which 11,517,962 were purchased for an aggregate purchase price of approximately $35,238 through June 30, 2025.
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