Form 4: Apollo Management Entities Report Share Repurchase in Taboola.com Ltd. to Maintain Ownership Below 25%

Apollo Management Holdings GP, LLC and related entities reported the repurchase of 185,130 Non-Voting Ordinary Shares of Taboola.com Ltd. at $3.68 per share, part of a program to keep their beneficial ownership below 25%.

Summary

• Apollo Management Holdings GP, LLC and related entities reported a transaction involving Taboola.com Ltd. shares.
• On July 14, 2025, Taboola.com Ltd. repurchased 185,130 Non-Voting Ordinary Shares from College Top Holdings, Inc. at a price of $3.68 per share.
• This repurchase is part of a Share Repurchase Agreement initiated on February 24, 2025, between Taboola.com Ltd. and College Top Holdings, Inc.
• The primary purpose of this share repurchase program is to prevent the reporting persons' ownership of Taboola's outstanding shares from reaching 25% or more, pending regulatory approval or determination that such approval is not required.
• The agreement mandates weekly repurchases based on a market-based pricing formula, with a maximum weekly repurchase limit initially set at 25% of the Rule 10b-18 allowable limit, later amended to up to 1/3rd of this limit on March 14, 2025.
• Following this transaction, the reporting persons indirectly beneficially own 32,312,961 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.
• The Share Repurchase Agreement is set to terminate upon the earlier of regulatory approval allowing College Holdings' equity ownership to exceed 25%, the company determining no such approval is required, or December 31, 2025.

Sentiment

Score: 7

Explanation: The document reports a routine, pre-planned share repurchase transaction aimed at managing beneficial ownership, which is generally a neutral to slightly positive corporate action. There are no negative surprises or significant new risks disclosed, but also no overwhelmingly positive news beyond the execution of an existing plan.

Positives

• The company is actively repurchasing shares, which can be a positive signal to investors, potentially reducing share count and increasing earnings per share.
• The repurchase program is structured to manage ownership thresholds, indicating strategic financial planning.

Risks

• The share repurchase program is tied to regulatory approval regarding College Holdings' equity ownership exceeding 25%; failure to obtain this approval or a determination that it's not required could impact the program's continuation or the ownership structure.

Future Outlook

The Share Repurchase Agreement is set to continue with weekly repurchases until regulatory approval is obtained for College Holdings' equity ownership to exceed 25%, or it's determined no such approval is required, or until December 31, 2025, whichever comes first.

Industry Context

This transaction reflects ongoing corporate governance and capital management strategies within the digital advertising and content recommendation industry. Share repurchase programs are common tools used by companies to manage share count, return capital to shareholders, and maintain specific ownership structures, especially when large institutional investors or strategic partners are involved. The mention of Rule 10b-18 indicates adherence to SEC guidelines for share repurchases.

Comparison to Industry Standards

• Share repurchase programs are a standard capital allocation strategy across various industries, including technology and media, often used to enhance shareholder value or manage ownership stakes.
• The adherence to Rule 10b-18 limits (25% initially, then 1/3rd of the daily trading volume average) is a common practice for companies conducting open market repurchases to ensure compliance with safe harbor provisions against market manipulation.
• The specific context of managing a 10% owner's stake (Apollo/Yahoo via College Holdings) to stay below a 25% threshold due to potential regulatory implications is a specific scenario, but the mechanism of a structured repurchase agreement is a standard approach for such strategic ownership management.

Corporate Governance

Related Party Transactions

• The reported share sales are between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc., its indirect wholly owned subsidiary.
• Apollo Management entities (e.g., Apollo Management Holdings GP, LLC) are involved in the ownership structure of College Top Holdings, Inc. and are the reporting persons, indicating a transaction between the issuer and a significant beneficial owner/related party.

Stakeholder Impact

• Shareholders: The share repurchase program can be viewed positively as it may reduce the number of outstanding shares, potentially increasing earnings per share and shareholder value. It also clarifies the strategic management of a large shareholder's stake.
• Management: The agreement provides a clear framework for managing the ownership percentage of a key investor, simplifying compliance and strategic planning.
• Regulatory Authorities: The transaction and the underlying agreement demonstrate adherence to SEC regulations, specifically Rule 10b-18, and proactive management of ownership thresholds that might trigger regulatory scrutiny.

Next Steps

• Continued weekly repurchases of Non-Voting Ordinary Shares by Taboola.com Ltd. from College Top Holdings, Inc. as per the Share Repurchase Agreement.
• Monitoring for regulatory approval regarding College Holdings' equity ownership exceeding 25%, or a determination that such approval is not required.
• The Share Repurchase Agreement will terminate by December 31, 2025, or earlier based on the conditions specified.

Key Dates

Recommendation

Keywords

Taboola.com Ltd., TBLA, Apollo Management, Share Repurchase, SEC Form 4, Beneficial Ownership, Rule 10b-18, Corporate Governance, Investment, Yahoo Inc.