Form 4: Apollo Entity Sells Taboola Shares in Repurchase Program

Apollo Management Holdings GP, LLC reported the sale of 184,291 Taboola.com Ltd. Non-Voting Ordinary Shares to the Issuer as part of a pre-arranged share repurchase program.

Summary

• Apollo Management Holdings GP, LLC, a 10% owner and director of Taboola.com Ltd. (TBLA), reported a transaction on October 14, 2025.
• Taboola repurchased 184,291 Non-Voting Ordinary Shares from College Top Holdings, Inc. at a price of $3.21 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 purpose of the repurchases is to prevent the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more.
• The Repurchase Agreement mandates weekly repurchases based on a market-based pricing formula.
• The maximum weekly repurchase amount is up to 1/3rd of the allowable limit under SEC Rule 10b-18, as amended on March 14, 2025.
• Following this transaction, the beneficial ownership of Non-Voting Ordinary Shares is 30,039,644 and Ordinary Shares is 39,525,691, held indirectly.
• The Repurchase Agreement terminates upon the earlier of: (i) regulatory approval for College Holdings' equity ownership to exceed 25%; (ii) Taboola determining no such approval is required; or (iii) December 31, 2025.
• College Top Holdings, Inc. holds securities on behalf of Yahoo Inc., its indirect wholly-owned subsidiary, and is ultimately part of the Apollo management structure.

Sentiment

Score: 7

Explanation: The filing indicates a routine, pre-planned share repurchase by the company from a significant shareholder, which is generally viewed positively as it returns capital to shareholders and manages ownership structure. There are no negative surprises.

Positives

• Taboola is executing a share repurchase program, which can be accretive to earnings per share and return capital to shareholders.
• The company is proactively managing its ownership structure to comply with regulatory thresholds, specifically avoiding 25% ownership by the reporting persons.

Negatives

• The need to manage ownership below 25% suggests a potential regulatory constraint or strategic decision that limits the stake of a significant investor.

Risks

• The Repurchase Agreement's termination is contingent on obtaining regulatory approval for College Holdings' equity ownership to exceed 25% or a determination that such approval is not required. Failure to achieve this could impact the long-term ownership structure.

Future Outlook

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

Industry Context

Share repurchase programs are a common capital allocation strategy. Managing significant shareholder stakes to avoid regulatory thresholds (like 25% ownership) is a specific corporate governance practice, particularly relevant for companies with large institutional investors or strategic partners.

Corporate Governance

Related Party Transactions

• The Issuer (Taboola.com Ltd.) repurchased shares from College Top Holdings, Inc.
• College Top Holdings, Inc. holds securities on behalf of Yahoo Inc., its indirect wholly-owned subsidiary.
• Apollo Management Holdings GP, LLC and other Apollo entities are the ultimate controlling parties of College Top Holdings, Inc. and are 10% owners and have director representation on Taboola's board, making this a related party transaction.

Stakeholder Impact

• Shareholders: Benefit from the share repurchase program, which can enhance shareholder value and potentially increase earnings per share.
• Reporting Persons (Apollo/Yahoo): Their ownership stake is being managed to avoid regulatory thresholds, which could impact their strategic flexibility regarding Taboola.

Next Steps

• Continued weekly repurchases of Non-Voting Ordinary Shares by Taboola from College Top Holdings, Inc.
• Monitoring for regulatory approval that would permit College Holdings' equity ownership to exceed 25%, or a determination that such approval is not required.
• The Repurchase Agreement will terminate by December 31, 2025, if other conditions are not met earlier.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-arranged share repurchase transaction between Taboola and a major shareholder (Apollo/Yahoo). It's part of an ongoing program to manage ownership percentages and is not indicative of new strategic shifts or unexpected financial performance. While share repurchases are generally positive, this specific filing reflects a planned, incremental action rather than a significant new development that would warrant a change in investment recommendation. It confirms the execution of a previously disclosed corporate action.

Keywords

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