Form 4: Apollo-Affiliated Entities Reduce Taboola Stake Through Pre-Arranged Share Repurchase Program

Apollo Management Holdings GP, LLC and related entities reported a sale of 173,043 Taboola.com Ltd. Non-Voting Ordinary Shares back to the company as part of a pre-existing share repurchase agreement designed to maintain their ownership below 25%.

Summary

• Apollo Management Holdings GP, LLC, along with other Apollo-affiliated entities and Yahoo Inc., reported a transaction involving Taboola.com Ltd. shares.
• On June 16, 2025, Taboola.com Ltd. repurchased 173,043 Non-Voting Ordinary Shares from College Top Holdings, Inc. (an entity holding shares on behalf of Yahoo Inc. and ultimately controlled by Apollo-affiliated entities) at a price of $3.57 per share.
• This transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The agreement mandates weekly repurchases of Non-Voting Ordinary Shares at a market-based price.
• The maximum weekly repurchase amount was initially 25% of the allowable limit under Rule 10b-18, later amended on March 14, 2025, to up to 1/3rd of that limit.
• The purpose of these sales is to prevent the Reporting Persons' ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• Following this transaction, the indirect beneficial ownership of Non-Voting Ordinary Shares is 33,073,873, and Ordinary Shares is 39,525,691.
• The Repurchase Agreement is set to terminate upon the earlier of Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, Taboola determining no such approval is required, or December 31, 2025.

Sentiment

Score: 6

Explanation: The transaction is a routine execution of a pre-existing share repurchase agreement, aimed at managing a significant shareholder's stake. While a sale by a large holder could be seen negatively, the stated purpose (maintaining ownership below 25%) and the structured nature of the repurchase program mitigate negative sentiment. It suggests ongoing capital management rather than a distressed sale.

Positives

• The share repurchase program indicates Taboola's commitment to managing its share structure and potentially returning value to shareholders by reducing outstanding shares held by a specific large holder.
• The structured repurchase agreement provides clarity on the ongoing management of a significant shareholder's stake.

Negatives

• The sale by a significant shareholder (Apollo/Yahoo) could be perceived negatively, although the stated reason is to maintain ownership below a certain threshold, not a divestment due to lack of confidence.

Risks

• The agreement's termination conditions (regulatory approval or determination of no approval needed for College Holdings to exceed 25% ownership) introduce uncertainty regarding the future shareholding structure if the agreement terminates early.

Future Outlook

The Share Repurchase Agreement is set to continue with weekly repurchases until its termination, which is expected by December 31, 2025, or earlier if regulatory conditions regarding the 25% ownership threshold are met.

Industry Context

This transaction reflects ongoing share management strategies by companies, particularly those with significant institutional or strategic investors. Share repurchase programs are common tools for managing capital structure and can signal confidence in a company's valuation or a desire to prevent dilution. The specific context here is managing a large investor's stake to stay below a 25% threshold, which might be related to regulatory or governance considerations.

Corporate Governance

Related Party Transactions

• The share repurchase is a transaction between Taboola.com Ltd. and College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc. and is ultimately controlled by Apollo-affiliated entities. Apollo Management Holdings GP, LLC is a reporting person and also a 10% owner and has a director relationship with Taboola. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The ongoing share repurchase program could be seen as a positive for existing shareholders as it reduces the outstanding share count held by a large investor, potentially supporting share price stability or reducing overhang. The specific purpose of maintaining ownership below 25% might also have implications for corporate control and governance.
• Apollo/Yahoo (College Top Holdings, Inc.): Their stake is being systematically reduced as per the agreement, ensuring they remain below the 25% ownership threshold, which could be important for regulatory or strategic reasons.

Next Steps

• Taboola.com Ltd. is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Share Repurchase Agreement.
• The Share Repurchase Agreement will terminate upon the earlier of regulatory approval for College Holdings' equity ownership to exceed 25%, determination that no such approval is required, or December 31, 2025.

Key Dates

Keywords

Taboola.com Ltd., TBLA, SEC Form 4, Share Repurchase, Beneficial Ownership, Apollo Management, Yahoo Inc., Insider Transaction, Equity Management, Rule 10b-18