Form 4: Apollo Affiliates Report Taboola.com Ltd. Share Repurchase to Maintain Ownership Threshold

Apollo Management Holdings GP, LLC and related entities reported Taboola.com Ltd.'s repurchase of 194,353 Non-Voting Ordinary Shares from College Top Holdings, Inc. at $3.66 per share, part of an ongoing program to keep Apollo's ownership below 25%.

Summary

• Taboola.com Ltd. repurchased 194,353 Non-Voting Ordinary Shares from College Top Holdings, Inc. on July 7, 2025.
• The shares were repurchased at a price of $3.66 per share.
• This transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, between Taboola.com Ltd. and College Top Holdings, Inc.
• The agreement mandates weekly repurchases of College Holdings Non-Voting Ordinary Shares based on a market-based pricing formula.
• The maximum weekly repurchase amount is limited to 25% of the allowable limit under SEC Rule 10b-18.
• An amendment on March 14, 2025, modified the weekly repurchase quantity to up to 1/3rd of the Rule 10b-18 limit.
• The primary purpose of these repurchases is to prevent the Reporting Persons' (Apollo-affiliated entities) ownership of Taboola's outstanding shares from reaching 25% or more.
• Following the reported transaction, Apollo-affiliated entities indirectly beneficially own 32,498,091 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.
• The Share Repurchase Agreement terminates upon the earlier of regulatory approval for College Holdings' equity ownership to exceed 25%, a determination that no such approval is required, or December 31, 2025.
• College Holdings holds securities on behalf of Yahoo Inc., its indirect wholly-owned subsidiary.

Sentiment

Score: 6

Explanation: The document reports a routine transaction under a pre-existing share repurchase program, which is generally a neutral to slightly positive event as it manages share structure and prevents ownership concentration beyond a certain threshold. There are no overtly negative financial results or significant new risks disclosed, but also no new overwhelmingly positive news.

Positives

• The share repurchase program indicates a company's commitment to managing its share structure and potentially returning value to shareholders by reducing dilution or supporting share price.
• The structured repurchase agreement provides clarity and predictability regarding the company's share management strategy.

Negatives

• The repurchase is specifically designed to prevent Apollo's ownership from exceeding 25%, which might indicate regulatory or strategic constraints on their stake.

Risks

• The continuation of the share repurchase program is contingent on regulatory approval regarding College Holdings' equity ownership exceeding 25%, or a determination that such approval is not required. If regulatory approval is not obtained or deemed unnecessary, the agreement could terminate.

Future Outlook

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

Industry Context

This transaction reflects a common practice among publicly traded companies to manage their share count and ownership structure, especially when significant institutional investors or strategic partners are involved. Share repurchase programs can be used to optimize capital structure, reduce dilution, or signal confidence in the company's valuation. The involvement of Apollo and Yahoo suggests strategic alignment and investment management within the digital advertising/content recommendation industry.

Corporate Governance

Related Party Transactions

• The reported share repurchase is a transaction between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc., an indirect wholly-owned subsidiary. College Top Holdings, Inc. and its parent entities (including various Apollo Management entities) are significant shareholders and are considered related parties to Taboola.com Ltd.

Stakeholder Impact

• Shareholders: The share repurchase program could potentially support the share price by reducing the number of outstanding shares and managing the ownership concentration of a major investor.
• Apollo-affiliated entities (Reporting Persons): The repurchase ensures their ownership remains below the 25% threshold, which might be a strategic or regulatory consideration for them.
• Yahoo Inc.: As the ultimate beneficiary of College Holdings' stake, Yahoo's indirect ownership in Taboola is being managed through this repurchase program.

Next Steps

• Taboola.com Ltd. is expected to continue weekly repurchases of College Holdings Non-Voting Ordinary Shares as per the Share Repurchase Agreement.
• The company will continue to monitor regulatory requirements regarding College Holdings' equity ownership potentially exceeding 25%.

Key Dates

Recommendation

Keywords

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