Form 4: Apollo-Affiliated Entities Report Taboola Share Repurchase to Maintain Ownership Threshold

Apollo Management Holdings GP, LLC and related entities reported the sale of 222,373 Taboola.com Non-Voting Ordinary Shares to Taboola as part of an ongoing share repurchase program designed to keep their beneficial ownership below 25%.

Summary

• Apollo Management Holdings GP, LLC, along with other Apollo-affiliated entities, filed a Form 4 reporting a transaction involving Taboola.com Ltd. (TBLA) shares.
• On June 23, 2025, Taboola.com Ltd. repurchased 222,373 Non-Voting Ordinary Shares from College Top Holdings, Inc. at a price of $3.59 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 primary purpose of these repurchases is to prevent the Reporting Persons' beneficial ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• The Repurchase Agreement mandates weekly repurchases of College Holdings Non-Voting Ordinary Shares based on a market-based pricing formula.
• The maximum weekly repurchase amount was initially 25% of the allowable limit under SEC Rule 10b-18, later amended on March 14, 2025, to up to 1/3rd of the weekly allowable Rule 10b-18 limit.
• The agreement is set to terminate upon the earliest of: Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, Taboola determining such approval is not required, or December 31, 2025.
• Following this transaction, the Reporting Persons indirectly beneficially own 32,851,500 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares of Taboola.com Ltd.

Sentiment

Score: 6

Explanation: The sentiment is mildly positive. While it's a disposition by the reporting entity, it's part of a company-initiated share repurchase program, which can be seen as a positive capital allocation strategy for the issuer. The transaction itself is neutral, but the underlying program is generally viewed favorably.

Positives

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

Negatives

• The transaction itself is a sale by the reporting person, not an acquisition, which reduces their direct holdings of Non-Voting Ordinary Shares.

Risks

• The ongoing share repurchase program is contingent on regulatory approvals or determinations regarding the 25% ownership threshold, which could impact the program's continuation.
• The termination of the repurchase agreement by December 31, 2025, or earlier, could alter the ownership structure and potentially the market dynamics for Taboola's shares.

Future Outlook

The Share Repurchase Agreement is ongoing, with weekly repurchases expected to continue until the earlier of regulatory approval allowing College Holdings' ownership to exceed 25%, a determination that such approval is not required, or December 31, 2025.

Management Comments

• The reported sales are between the Issuer and College Top Holdings, Inc., as part of the Issuer's share repurchase program and are intended to keep the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more.

Industry Context

This Form 4 filing details an insider transaction related to a share repurchase program, which is a common corporate finance strategy used by companies to manage share count, return capital to shareholders, or prevent ownership thresholds from being crossed. The involvement of Apollo Management and Yahoo Inc. highlights the strategic financial management of significant institutional holdings in publicly traded companies.

Comparison to Industry Standards

• The share repurchase program's adherence to Rule 10b-18 limits (initially 25%, then 1/3rd of the allowable limit) aligns with standard practices for open market repurchases designed to provide a safe harbor against market manipulation claims.
• The structured agreement with a significant shareholder (College Top Holdings, Inc., affiliated with Yahoo and Apollo) to manage ownership thresholds is a common mechanism in corporate governance, particularly following strategic investments or partnerships.

Corporate Governance

Related Party Transactions

• The reported share repurchase is a transaction between Taboola.com Ltd. and College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc., an indirect wholly owned subsidiary. College Top Holdings, Inc. is ultimately controlled by Apollo Management entities, making this a related party transaction due to the significant ownership and control relationships.

Stakeholder Impact

• Shareholders: The share repurchase program can reduce the number of outstanding shares, potentially increasing earnings per share and supporting share price, benefiting existing shareholders.
• College Top Holdings, Inc. / Yahoo Inc. / Apollo Management: These entities are selling shares as part of the agreement, managing their ownership percentage in Taboola and realizing proceeds from the sales.

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 earliest of regulatory approval for College Holdings' ownership to exceed 25%, a determination that such approval is not required, or December 31, 2025.

Key Dates

Keywords

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