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Taboola Reports Strong Q2 2025 Financial Results, Surpassing High-End of Guidance; Increases Full-Year Guidance & Announces $200M Share Repurchase Expansion

1. Taboola reported Q2 2025 revenues of $465.5 million, an 8.7% increase. 2. The company bought back nearly 12% of its stock, boosting investor confidence. 3. Adjusted EBITDA rose 21.3% to $45.2 million, reflecting cost discipline. 4. Full-year guidance raised significantly following strong performance in Q2. 5. Early traction reported with Realize, their new performance advertising platform.

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Why Bullish?

Robust revenue growth and stock buybacks indicate strong investor confidence, similar to past performance boosts following buybacks and revised guidance.

How important is it?

The reported earnings and stock buyback highlight financial strength, directly influencing investor sentiment around TBLA and could lead to increased buying pressure.

Why Short Term?

Immediate investor sentiment is likely to improve due to positive earnings results, supported by historical trends where earnings beats lead to short-term stock price gains.

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NEW YORK, Aug. 06, 2025 (GLOBE NEWSWIRE) -- Taboola (Nasdaq: TBLA), a global leader in delivering performance at scale for advertisers, today announced its results for the second quarter ended June 30, 2025. "We delivered a strong second quarter, beating the high end of our guidance across our key metrics,” said Adam Singolda, CEO of Taboola. "We bought back nearly 12% of the company in the first half of the year which reflects our confidence in the business and our long-term vision. As a result, we’re raising full-year guidance across the board and continuing to aggressively buy back shares. We're also seeing exciting early traction with Realize, our new performance advertising platform. We truly believe we're just getting started." Second Quarter 2025 Financial Results(All comparisons are to the second quarter of 2024 unless otherwise noted.) Revenues of $465.5 million, an increase of 8.7%. Revenues were primarily driven by an 8.5% growth in Scaled Advertisers, complemented by a 1.8% increase in Average Revenue per Scaled Advertiser. Q2 revenue growth primarily reflects broad-based growth, including growth in our existing Native business and strong contributions from Taboola News and Bidded Supply.Gross Profit of $135.6 million, an increase of 18.2%. Ex-TAC Gross Profit was $172.1 million, an increase of 15.1% which included a 0.5% benefit from currency. Ex-TAC Gross Profit was primarily driven by growth in advertising spend and a mix shift to higher margin digital property partners, as well as a partial benefit from the onboarding of Yahoo in the year-ago quarter.Net Loss of $(4.3) million and was flat with a Net Loss of $(4.3) million. Adjusted EBITDA was $45.2 million, up 21.3%. Adjusted EBITDA growth was primarily driven by ad spend growth and continued cost discipline. Adjusted EBITDA margins expanded to 26.2% from 24.9%.Cash Flow generated by operating activities was $47.4 million, compared to $38.8 million. Free Cash Flow was $34.2 million, compared to $26.2 million. Increases in cash flow generated by operating activities and free cash flow were primarily due to strong collections, lower publisher prepayments, and continued cost discipline. Third Quarter and Full Year 2025 GuidanceFor the Third Quarter and Full Year 2025, the Company currently expects (dollars in millions):  Q3 2025Guidance​FY 2025Guidance Unaudited (dollars in millions)Revenues$461 - $469 $1,858 - $1,888Gross profit$127 - $133 $541 - $555ex-TAC Gross Profit*$166 - $172 $689 - $703Adjusted EBITDA*$43 - $48 $208 - $214Non-GAAP Net Income (Loss)*$29 - $34 $138 - $144     Although we provide guidance for Adjusted EBITDA and Non-GAAP Net Income (Loss), we are not able to provide guidance for projected net income (loss), the most directly comparable GAAP measure. See Appendix: Non-GAAP Guidance Reconciliation for further information. Webcast & Conference CallTaboola’s senior management team will discuss the Company's earnings on a call that can be accessed via webcast at https://investors.taboola.com. To access the call by phone, please go to this link: https://register-conf.media-server.com/register/BI66bbf11936d147898488004a728e0c4b to register at and you will be provided with dial in details. The webcast will be available for replay for one year, through the close of business on August 7, 2026. *About Non-GAAP Financial Information This press release includes ex-TAC Gross Profit, Adjusted EBITDA, Ratio of Adjusted EBITDA to ex-TAC Gross Profit, Free Cash Flow, Non-GAAP Net Income (Loss), which are non-GAAP financial measures. These non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to revenues, gross profit, net income (loss), cash flows from operations or other measures of profitability, liquidity or performance under GAAP. You should be aware that the Company’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. The Company believes non-GAAP financial measures provide useful supplemental information to management and investors regarding future financial and business trends relating to the Company. The Company believes that the use of these measures provides an additional tool for investors to use in evaluating operating results and trends and in comparing the Company’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. Non-GAAP financial measures are subject to inherent limitations because they reflect the exercise of judgments by management about which items are excluded or included in calculating them, which may vary from period to period. Please refer to the appendix at the end of this press release for reconciliations to the most directly comparable measures in accordance with GAAP. Definitions ex-TAC Gross Profit: Gross profit adjusted to add back other cost of revenues and non-cash amortization of the Commercial agreement asset. We add back the non-cash amortization of the Commercial agreement asset because it is unique primarily due to the issuance of equity rather than cash, such that ex-TAC Gross Profit includes solely direct cash contribution components.Adjusted EBITDA: Net income (loss) before finance income (expenses), net, income tax expenses, depreciation and amortization and non-cash amortization of the Commercial agreement asset, further adjusted to exclude share-based compensation including Connexity holdback compensation expenses and other noteworthy income and expense items such as M&A costs and restructuring costs which may vary from period-to-period.Adjusted EBITDA margins: The ratio of Adjusted EBITDA to ex-TAC Gross Profit as Adjusted EBITDA divided by ex-TAC Gross Profit.Scaled Advertisers: An Advertiser that has more than $100,000 of cumulative gross spend on the network on a trailing four quarter basis.Average Revenue per Scaled Advertiser: The aggregate cumulative gross spend of all Scaled Advertisers for a given period divided by the number of Scaled Advertisers for that period. Note Regarding Forward-Looking Statements Certain statements in this press release are forward-looking statements. Forward-looking statements generally relate to future events including future financial or operating performance of Taboola.com Ltd. (the “Company”). In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “guidance”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “target”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Uncertainties and risk factors that could affect the Company’s future performance and cause results to differ from the forward-looking statements in this press release include, but are not limited to: the Company’s ability to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; changes in applicable laws or regulations; the degree to which, or whether, Realize can achieve its intended performance objectives and attract, retain and grow advertisers and advertising spending; the Company’s estimates of expenses and profitability and underlying assumptions with respect to accounting presentations and purchase price and other adjustments; the extent to which we will buyback any of our shares pursuant to authority granted by the Company’s Board of Directors, which may depend upon market and economic conditions, other business opportunities and priorities, satisfying required conditions under the Israeli Companies Law and the Companies Regulations or other factors; the ability to attract new digital properties and advertisers; ability to meet minimum guarantee requirements in contracts with digital properties; intense competition in the digital advertising space, including with competitors who have significantly more resources; ability to grow and scale the Company’s ad and content platform through new relationships with advertisers and digital properties; ability to secure high quality content from digital properties; ability to maintain relationships with current advertiser and digital property partners; ability to prioritize investments to improve profitability and free cash flow; ability to make continued investments in the Company’s AI-powered technology platform; the need to attract, train and retain highly-skilled technical workforce; changes in the regulation of, or market practice with respect to, “third party cookies” and its impact on digital advertising; continued engagement by users who interact with the Company’s platform on various digital properties; reliance on a limited number of partners for a significant portion of the Company’s revenue; changes in laws and regulations related to privacy, data protection, advertising regulation, competition and other areas related to digital advertising; ability to enforce, protect and maintain intellectual property rights; the potential or expected impact of tariffs on advertising spend, consumer and business sentiment, and the general economic environment; risks related to the fact that we are incorporated in Israel and governed by Israeli law; the potential impacts of the war in Israel to the Company’s operations; and other risks and uncertainties set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 under Part 1, Item 1A “Risk Factors” and in the Company’s subsequent filings with the Securities and Exchange Commission. Nothing in this press release 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. About TaboolaTaboola empowers businesses to grow through performance advertising technology that goes beyond search and social and delivers measurable outcomes at scale. Taboola works with thousands of businesses who advertise directly on Realize, Taboola’s powerful ad platform, reaching approximately 600 million daily active users across some of the best publishers in the world. Publishers like NBC News, Yahoo, and OEMs such as Samsung, Xiaomi and others use Taboola’s technology to grow audience and revenue, enabling Realize to offer unique data, specialized algorithms, and unmatched scale. Investor Contacts:Jessica KourakosAadam Anwarinvestors@taboola.com  Press Contact:Dave Struzzipress@taboola.com  Second Quarter 2025 Financial Results The following table summarizes our consolidated financial results for the three months ended June 30, 2025 and 2024: (dollars in millions, except per share data)Three months endedJune 30,  2025 ​ 2024  UnauditedRevenues$465.5  $428.2 Gross profit$135.6  $114.8 Net loss$(4.3) $(4.3)EPS diluted (1)$(0.01) $(0.01)Ratio of net loss to gross profit(3.2)% (3.7)%Cash flow provided by operating activities$47.4  $38.8 Cash, cash equivalents, short-term deposits and investments$115.2  $182.2     Non-GAAP Financial Data *   ex-TAC Gross Profit$172.1  $149.5 Adjusted EBITDA$45.2  $37.2 Non-GAAP Net Income (Loss)$30.2  $23.0 Ratio of Adjusted EBITDA to ex-TAC Gross Profit 26.2%  24.9%Free Cash Flow$34.2  $26.2  (1) The weighted-average shares used in the computation of the diluted EPS for the three months ended June 30, 2025 and 2024 are 313,572,282 and 342,566,112, respectively. The weighted-average shares for the three months ended June 30, 2025 and 2024, included 277,929,745 and 297,660,641 Ordinary shares, and 35,642,537 and 44,905,471 Non-voting Ordinary shares, respectively. Third Quarter and Full Year 2025 GuidanceFor the Third Quarter and Full Year 2025, the Company currently expects (dollars in millions):  Q3 2025Guidance​FY 2025Guidance Unaudited (dollars in millions)Revenues$461 - $469 $1,858 - $1,888Gross profit$127 - $133 $541 - $555ex-TAC Gross Profit*$166 - $172 $689 - $703Adjusted EBITDA*$43 - $48 $208 - $214Non-GAAP Net Income (Loss)*$29 - $34 $138 - $144 Although we provide guidance for Adjusted EBITDA and Non-GAAP Net Income (Loss), we are not able to provide guidance for projected net income (loss), the most directly comparable GAAP measure. Certain elements of net income (loss), including share-based compensation expenses and warrant valuations, are not predictable due to the high variability and difficulty of making accurate forecasts. As a result, it is impractical for us to provide guidance on net income (loss) or to reconcile our Adjusted EBITDA and Non-GAAP Net Income (Loss) guidance without unreasonable efforts. Consequently, no disclosure of projected net income (loss) is included. For the same reasons, we are unable to address the probable significance of the unavailable information. CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands, except share and per share data     June 30, December 31, 2025 2024 Unaudited  ASSETS   CURRENT ASSETS   Cash and cash equivalents$115,241 $226,583Short-term investments —  3,780Restricted deposits 200  200Trade receivables (net of allowance for credit losses of $12,997 and $11,815 as of June 30, 2025 and December 31, 2024, respectively) (1) 295,778  370,110Prepaid expenses and other current assets 61,758  55,328Total current assets 472,977  656,001NON-CURRENT ASSETS   Long-term prepaid expenses 24,500  25,193Commercial agreement asset 278,501  286,619Restricted deposits 1,462  1,462Operating lease right of use assets 78,430  58,997Property and equipment, net 79,207  69,388Intangible assets, net 37,573  65,067Goodwill 555,931  555,931Total non-current assets 1,055,604  1,062,657Total assets$1,528,581 $1,718,658 (1) Includes related party trade receivables of $34,552 and $76,677, as of June 30, 2025 and December 31, 2024, respectively. CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands, except share and per share data     June 30, December 31,  2025   2024  Unaudited  LIABILITIES AND SHAREHOLDERS' EQUITY   CURRENT LIABILITIES   Trade payables (2)$290,883  $309,229 Short-term operating lease liabilities 27,748   21,881 Accrued expenses and other current liabilities 121,360   154,472 Total current liabilities 439,991   485,582 LONG-TERM LIABILITIES   Long-term loan and revolving credit facility (3) 88,000   116,452 Long-term operating lease liabilities 59,702   42,561 Warrants liability 2,545   3,368 Deferred tax liabilities, net 688   5,497 Other long-term liabilities 12,622   13,292 Total long-term liabilities 163,557   181,170 COMMITMENTS AND CONTINGENCIES (Note 11)   SHAREHOLDERS' EQUITY   Ordinary shares with no par value - Authorized: 700,000,000 as of June 30, 2025 and December 31, 2024; 333,646,088 and 325,674,930 shares issued, and 264,392,831 and 293,134,865 shares outstanding as of June 30, 2025 and December 31, 2024, respectively —   — Non-voting Ordinary shares with no par value - Authorized: 46,000,000 as of June 30, 2025 and December 31, 2024; 45,198,702 shares issued, and 32,692,444 and 44,210,406 shares outstanding as of June 30, 2025 and December 31, 2024, respectively —   — Treasury Ordinary shares, at cost - 81,759,515 (69,253,257 Ordinary shares and 12,506,258 Non-voting Ordinary shares) and 33,528,361 (32,540,065 Ordinary shares and 988,296 Non-voting Ordinary shares) as of June 30, 2025 and December 31, 2024, respectively (280,290)  (130,117)Additional paid-in capital 1,369,870   1,335,825 Accumulated other comprehensive income 2,768   418 Accumulated deficit (167,315)  (154,220)Total shareholders' equity 925,033   1,051,906 Total liabilities and shareholders' equity$1,528,581  $1,718,658  (2) Includes related party trade payables of $60,916 and $68,556, as of June 30, 2025 and December 31, 2024, respectively.(3) The balance as of June 30, 2025, reflects $88,000,000 outstanding under the revolving credit facility. The December 31, 2024, balance reflects $116,452,000 under the long-term loan. See Note 8 of Notes to the Unaudited Consolidated Interim Financial Statements. CONSOLIDATED STATEMENTS OF LOSS U.S. dollars in thousands, except share and per share data  Three months endedJune 30, Six months endedJune 30,  2025   2024   2025   2024  UnauditedRevenues (1)$465,474  $428,160  $892,967  $842,168 Cost of revenues:       Traffic acquisition cost (2) 297,423   278,620   577,220   553,740 Other cost of revenues 32,440   34,762   60,829   64,697 Total cost of revenues 329,863   313,382   638,049   618,437 Gross profit 135,611   114,778   254,918   223,731 Operating expenses:       Research and development 37,482   33,288   73,438   69,537 Sales and marketing 71,248   64,837   137,138   132,445 General and administrative 26,837   24,284   50,560   47,613 Total operating expenses 135,567   122,409   261,136   249,595 Operating profit (loss) 44   (7,631)  (6,218)  (25,864)Finance income (expenses), net (3) (2,491)  1,004   (6,991)  (2,634)Loss before income taxes (2,447)  (6,627)  (13,209)  (28,498)Income tax benefit (expenses) (1,898)  2,336   114   (1,951)Net loss$(4,345) $(4,291) $(13,095) $(30,449)        Net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted$(0.01) $(0.01) $(0.04) $(0.09)Weighted-average shares used in computing net loss per share attributable to Ordinary and Non-voting Ordinary shareholders, basic and diluted 313,572,282   342,566,112   327,578,134   344,003,462  (1) Includes revenues from related party of $46,455 and $60,302, for the three months ended June 30, 2025 and 2024, respectively, and $94,780 and $112,426 for the six months ended June 30, 2025 and 2024, respectively. (2) Includes traffic acquisition cost to related party of $84,154 and $78,433 for the three months ended June 30, 2025 and 2024, respectively, and $159,556 and $152,044 for the six months ended June 30, 2025 and 2024, respectively.(3) Includes loss on extinguishment of debt of 6,597 for the six months ended June 30, 2025. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS U.S. dollars in thousands Three months endedJune 30, Six months endedJune 30,  2025   2024   2025   2024  UnauditedNet loss$(4,345) $(4,291) $(13,095) $(30,449)Other comprehensive loss:       Unrealized and realized gains on available-for-sale marketable securities, net —   7   —   6 Unrealized gains (losses) on derivative instruments, net 3,541   (211)  2,350   (987)Other comprehensive income (loss) 3,541   (204)  2,350   (981)Comprehensive loss$(804) $(4,495) $(10,745) $(31,430)  SHARE-BASED COMPENSATION BREAK-DOWN BY EXPENSE LINE U.S. dollars in thousands  Three months endedJune 30, Six months endedJune 30,  2025  2024  2025  2024 UnauditedCost of revenues$956 $1,096 $1,823 $2,107Research and development 6,734  6,852  13,128  13,230Sales and marketing 4,602  4,532  8,823  8,855General and administrative 4,280  5,825  8,315  10,514Total share-based compensation expenses$16,572 $18,305 $32,089 $34,706 DEPRECIATION AND AMORTIZATION BREAK-DOWN BY EXPENSE LINE U.S. dollars in thousands  Three months endedJune 30, Six months endedJune 30,  2025  2024  2025  2024 UnauditedCost of revenues$8,744 $9,909 $17,443 $20,626Research and development 524  1,222  1,055  2,109Sales and marketing 11,190  13,410  22,453  26,928General and administrative 318  1,321  495  1,520Total depreciation and amortization expense$20,776 $25,862 $41,446 $51,183 CONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousands             Three months ended June 30, Six months ended June 30,  2025   2024   2025   2024  UnauditedCash flows from operating activities       Net loss$(4,345) $(4,291) $(13,095) $(30,449)Adjustments to reconcile net loss to net cash flows provided by operating activities:       Depreciation, amortization and write-off 23,705   25,862   44,387   51,183 Share-based compensation expenses 16,572   18,305   32,089   34,706 Net loss (gain) from financing expenses (3,637)  1,186   (4,675)  778 Revaluation of the Warrants liability 903   (3,926)  (823)  (3,887)Amortization of loan and credit facility issuance costs 184   375   597   729 Amortization of premium and accretion of discount on short-term investments, net —   (59)  —   83 Loss on extinguishment of debt —   —   6,597   — Commercial agreement asset amortization 4,082   —   8,119   — Change in operating assets and liabilities:       Decrease in trade receivables, net (1) 9,136   2,565   74,332   24,633 Decrease in prepaid expenses and other current assets and long-term prepaid expenses (1,717)  5,791   2,717   14,990 Decrease in trade payables (2) 12,037   (3,635)  (19,721)  (11,897)Increase (decrease) in accrued expenses and other current liabilities and other long-term liabilities (11,586)  1,616   (33,782)  1,578 Decrease in deferred taxes, net (1,689)  (4,216)  (4,809)  (7,901)Change in operating lease right of use assets 6,443   4,831   12,654   9,284 Change in operating lease liabilities (2,691)  (5,613)  (9,079)  (11,206)Net cash provided by operating activities 47,397   38,791   95,508   72,624 Cash flows from investing activities       Purchase of property and equipment, including capitalized internal-use software (13,236)  (12,633)  (25,277)  (18,222)Business acquisition deferred payment —   —   —   (719)Proceeds from maturities of short-term investments —   2,500   3,780   5,765 Net cash used in investing activities (13,236)  (10,133)  (21,497)  (13,176)Cash flows from financing activities       Issuance costs (275)  (239)  (938)  (695)Exercise of options and vested RSUs 2,501   2,932   3,206   4,741 Payment of tax withholding for share-based compensation expenses (1,135)  (978)  (1,977)  (1,687)Repurchase of ordinary shares and non-voting ordinary shares (100,666)  (25,049)  (150,008)  (54,465)Payments on account of repurchase of ordinary shares (705)  (474)  (3,060)  (474)Repayment of Long term loan —   —   (122,736)  — Proceeds from revolving credit line, net of issuance costs —   —   123,985   — Additional proceeds from revolving credit line 76,000  $—   76,000   — Repayment of revolving credit line (114,500) $—   (114,500)  — Net cash used in financing activities (138,780)  (23,808)  (190,028)  (52,580)Exchange rate differences on balances of cash and cash equivalents 3,637   (1,186)  4,675   (778)Increase (decrease) in cash and cash equivalents (100,982)  3,664   (111,342)  6,090 Cash and cash equivalents - at the beginning of the period 216,223   178,534   226,583   176,108 Cash and cash equivalents - at end of the period$115,241  $182,198  $115,241  $182,198                  (1) Includes a decrease (increase) in related party trade receivables of $14,032 and $(1,240), for the three months ended June 30, 2025 and 2024, respectively, and a decrease (increase) of $42,125 and $(30,935) for the six months ended June 30, 2025 and 2024, respectively.(2) Includes an increase (decrease) in related party trade payables of $3,083 and $(1,943), for the three months ended June 30, 2025 and 2024, respectively, and a (decrease) increase in related party trade payables of $(7,640) and $20,537, for the six months ended June 30, 2025 and 2024, respectively. CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands  Three months ended June 30, 2025 Six months endedJune 30,  2025  2024  2025  2024 UnauditedSupplemental disclosures of cash flow information:       Cash paid during the year for:       Income taxes$10,443 $6,357 $14,207 $9,600Interest$1,766 $3,684 $3,955 $7,294Non-cash investing and financing activities:       Purchase of property and equipment, including capitalized internal-use software$3 $292 $1,898 $292Share-based compensation included in capitalized internal-use software$448 $700 $727 $1,306Creation of operating lease right-of-use assets and operating lease liability$3,165 $3,664 $32,087 $3,676 APPENDIX: Non-GAAP Reconciliation RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (UNAUDITED) The following table provides a reconciliation of revenues to ex-TAC Gross Profit.  Three months endedJune 30, Six months endedJune 30,  2025  2024  2025  2024 (dollars in thousands)Revenues$465,474​$428,160​$892,967​$842,168Traffic acquisition cost (1) 297,423  278,620  577,220  553,740Other cost of revenues 32,440  34,762  60,829  64,697Gross profit$135,611 $114,778 $254,918 $223,731Add back: Other cost of revenues (1) 36,522​ 34,762​ 68,948​ 64,697ex-TAC Gross Profit$172,133​$149,540​$323,866​$288,428        1 The three and six months ended June 30, 2025 included $4,082 and $8,119 amortization expense of the non-cash based Commercial agreement asset respectively. See Note 1(b) of Notes to the Unaudited Interim Consolidated Financial Statements. The following table provides a reconciliation of net income (loss) to Adjusted EBITDA.  Three months endedJune 30, Six months endedJune 30,  2025   2024   2025   2024  (dollars in thousands)Net loss$(4,345) $(4,291) $(13,095) $(30,449)Adjusted to exclude the following:​ ​​​​​Finance expenses (income), net 2,491   (1,004)  6,991   2,634 Income tax expenses (benefit) 1,898   (2,336)  (114)  1,951 Depreciation and amortization (1) 27,659   25,862 ​ 52,366 ​ 51,183 Share-based compensation expenses 16,571   15,659 ​ 32,089 ​ 29,415 Holdback compensation expenses (2) —   2,646   —   5,291 Other costs (3) 904 ​ 695 ​ 2,876 ​ 695 Adjusted EBITDA$45,178 ​$37,231 ​$81,113 ​$60,720         1 The three and six months ended June 30, 2025, included a write-off of internal use software in the amount of $2,800 and amortization expenses of the non-cash based Commercial agreement asset in the amount of $4,082 and  $8,119, respectively. See Note 1(b) of Notes to the Unaudited  Interim  Consolidated Financial Statements. 2 Represents share-based compensation due to holdback of Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition. 3 The three and six months ended June 30, 2025 included $904 and $2,876 in professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations. The following table provides a reconciliation of net income (loss) to Non-GAAP Net Income (loss).  Three months endedJune 30, Six months endedJune 30,  2025   2024   2025   2024  (dollars in thousands)Net loss$(4,345) $(4,291) $(13,095) $(30,449)Amortization of acquired intangibles (1) 17,828   15,754   35,611   31,689 Share-based compensation expenses 16,572   15,659   32,089   29,415 Holdback compensation expenses (2) —   2,646   —   5,291 Other costs (3) 904   695   2,876   695 Revaluation of Warrants 903   (3,926)  (823)  (3,887)Foreign currency exchange rate losses (gains) (4) 265   347   (1,259)  1,388 Income tax effects (1,918)  (3,874)  (6,788)  (7,300)Loss on extinguishment of debt (5) —   —   6,597   — Non-GAAP Net Income (Loss)$30,209  $23,010  $55,208  $26,842         1 The three and six months ended June 30, 2025, included a write-off of internal use software in the amount of $2,800 and amortization expenses of the non-cash based Commercial agreement asset in the amount of $4,082 and $8,119, respectively. See Note 1(b) of Notes to the Unaudited Interim Consolidated  Financial Statements.2 Represents share-based compensation due to holdback of Ordinary shares issuable under compensatory arrangements relating to Connexity acquisition.3 The three and six months ended June 30, 2025 included $904 and $2,876 in professional and legal expenses related to a litigation matter in which the Company is the plaintiff and is not related to our ongoing business operations. 4 Represents foreign currency exchange rate gains or losses related to the remeasurement of monetary assets and liabilities to the Company’s functional currency using exchange rates in effect at the end of the reporting period.5 See Note 8 of Notes to the Unaudited Interim Consolidated  Financial Statements. The following table provides a reconciliation of net cash provided by operating activities to Free Cash Flow.  Three months endedJune 30, Six months endedJune 30,  2025   2024   2025   2024  (dollars in thousands)Net cash provided by operating activities$47,397  $38,791  $95,508  $72,624 Purchases of property and equipment, including capitalized internal-use software (13,236)  (12,633)  (25,277)  (18,222)Free Cash Flow$34,161  $26,158  $70,231  $54,402  APPENDIX: Non-GAAP Guidance Reconciliation RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR Q2 2025 AND FULL YEAR 2025 GUIDANCE (Unaudited) The following table provides a reconciliation of projected Gross profit to ex-TAC Gross Profit.  Q2 2025Guidance​FY 2025Guidance Unaudited (dollars in millions)  Revenues$461 - $469 $1,858 - $1,888Traffic acquisition cost($295) - ($297) ($1,169) - ($1,185)Other cost of revenues($39) - ($39) ($148) - ($148)Gross profit$127 - $133 $541 - $555Add back: Other cost of revenues($39) - ($39)​($148) - ($148)ex-TAC Gross Profit$166 - $172​$689 - $703 Although we provide a projection for Free Cash Flow, we are not able to provide a projection for net cash provided by operating activities, the most directly comparable GAAP measure. Certain elements of net cash provided by operating activities, including taxes and timing of collections and payments, are not predictable therefore projecting an accurate forecast is difficult. As a result, it is impractical for us to provide projections on net cash provided by operating activities or to reconcile our Free Cash Flow projections without unreasonable efforts. Consequently, no disclosure of projected net cash provided by operating activities is included. For the same reasons, we are unable to address the probable significance of the unavailable information.

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