Form 4: Apollo-Affiliated Entity Sells Taboola Shares as Part of Ongoing Repurchase Program

Apollo Management Holdings GP, LLC, a significant shareholder of Taboola.com Ltd., reported the sale of 226,783 Non-Voting Ordinary Shares to Taboola as part of the company's share repurchase program, aimed at maintaining ownership below a 25% threshold.

Summary

• Apollo Management Holdings GP, LLC, a director and 10% owner of Taboola.com Ltd. (TBLA), reported a transaction on June 9, 2025.
• The transaction involved the disposal of 226,783 Non-Voting Ordinary Shares at a price of $3.61 per share.
• These shares were sold by College Top Holdings, Inc. (an entity holding securities on behalf of Yahoo Inc., indirectly controlled by Apollo) to Taboola.com Ltd. as part of Taboola's ongoing share repurchase program.
• The purpose of these sales is to prevent the Reporting Persons' (Apollo/Yahoo) ownership of Taboola's outstanding shares from reaching 25% or more.
• The share repurchase agreement, initially dated February 24, 2025, and amended on March 14, 2025, mandates weekly repurchases at a market-based pricing formula.
• The maximum weekly repurchase amount is set at up to 1/3rd of the applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• The repurchase agreement is set to terminate upon the earlier of: (i) Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%; (ii) Taboola determining no such approval is required; or (iii) December 31, 2025.
• Following this transaction, College Top Holdings, Inc. (and indirectly Apollo/Yahoo) beneficially owns 33,246,916 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares of Taboola.

Sentiment

Score: 6

Explanation: The document reports a routine transaction within a pre-established share repurchase program, which is generally viewed as a positive use of capital. There are no significant negative surprises, but also no new overwhelmingly positive news beyond the ongoing program.

Positives

• The ongoing share repurchase program can be seen as a positive signal, potentially reducing the outstanding share count and enhancing shareholder value.
• The structured repurchase mechanism, tied to Rule 10b-18 limits, indicates a disciplined approach to capital management.
• The proactive management of the 25% ownership threshold by Apollo/Yahoo and Taboola demonstrates attention to regulatory compliance and strategic positioning.

Risks

• The continuation and termination of the share repurchase agreement are contingent on regulatory approval for College Holdings' equity ownership to exceed 25% or a determination that such approval is not required. Failure to obtain approval or an adverse determination could impact the program's future.

Future Outlook

The share repurchase program is expected to continue weekly until 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.

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 transaction reflects a common corporate strategy where companies engage in share repurchase programs to manage capital, return value to shareholders, and in this specific case, to manage significant shareholder ownership thresholds to comply with potential regulatory requirements or strategic objectives.

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 entities, making this a related-party transaction.

Stakeholder Impact

• Shareholders: The share repurchase program can be accretive to earnings per share and potentially increase shareholder value by reducing the number of outstanding shares.
• Apollo/Yahoo: The transaction helps Apollo-affiliated entities and Yahoo Inc. manage their beneficial ownership stake in Taboola, ensuring it remains below the 25% threshold as per the agreement, which may have regulatory or strategic implications for their investment.

Next Steps

• Taboola is expected to continue weekly repurchases of College Holdings Non-Voting Ordinary Shares as per the Repurchase Agreement.
• The company will continue to monitor and potentially seek regulatory approval for College Holdings' equity ownership to exceed 25%, or determine if such approval is not required, which would terminate the repurchase agreement.

Key Dates

Keywords

Taboola, TBLA, SEC Form 4, Share Repurchase, Apollo Management, Yahoo Inc., Beneficial Ownership, Insider Transaction, Equity, Corporate Governance