Form 4: Apollo Management Reduces Taboola Stake Through Share Repurchase Agreement

Apollo Management, through College Top Holdings, sold 711,864 non-voting ordinary shares of Taboola back to the company as part of a share repurchase agreement designed to maintain their ownership below 25%.

Summary

• Apollo Management, via College Top Holdings, sold 711,864 non-voting ordinary shares of Taboola back to the company on March 17, 2025, at a price of $2.95 per share.
• This transaction is part of a share repurchase agreement between Taboola and College Top Holdings, which began on February 24, 2025.
• The agreement aims to prevent College Holdings' equity ownership in Taboola from exceeding 25% without regulatory approval.
• The repurchase agreement allows Taboola to repurchase up to 1/3rd of the weekly allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• The agreement will terminate on the earlier of regulatory approval for College Holdings to exceed 25% ownership, a determination that no such approval is required, or December 31, 2025.
• College Holdings holds securities of Taboola on behalf of Yahoo Inc., its indirect wholly owned subsidiary.
• Apollo Management and related entities disclaim beneficial ownership of the Taboola shares held by College Holdings, except to the extent of any pecuniary interest.

Sentiment

Score: 6

Explanation: The document describes a routine transaction within a pre-existing agreement. It's neither particularly positive nor negative, but reflects ongoing management of ownership structure.

Positives

• The share repurchase program provides liquidity for College Top Holdings.
• The repurchase agreement prevents Apollo's ownership from exceeding 25% without regulatory approval, potentially streamlining operations.

Risks

• The share repurchase agreement could be terminated if regulatory approval is obtained or deemed unnecessary, potentially altering the ownership structure.
• The continued need for share repurchases suggests that regulatory hurdles may exist for Apollo to increase its stake beyond 25%.

Future Outlook

The share repurchase agreement will continue until regulatory approval is obtained, deemed unnecessary, or until December 31, 2025.

Management Comments

• Scott Kleinman, Marc Rowan, and James Zelter are the managers and executive officers of Management Holdings GP.

Industry Context

Share repurchase programs are a common mechanism for companies to return capital to shareholders or manage ownership stakes.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially those with significant cash reserves or those seeking to manage their stock price.
• The specific terms of the agreement, such as the 1/3rd of the weekly allowable limit under Rule 10b-18, are within typical ranges for such programs.

Related Party Transactions

• The share repurchase agreement between Taboola and College Top Holdings constitutes a related party transaction due to the ownership links between Apollo Management, Yahoo Inc., and College Top Holdings.

Stakeholder Impact

• Shareholders may see a slight increase in earnings per share due to the reduced number of outstanding shares.
• The agreement ensures that Apollo's ownership stake remains manageable from a regulatory perspective.

Next Steps

• Taboola will continue to repurchase shares from College Top Holdings based on the terms of the agreement.
• The company will need to monitor regulatory requirements related to College Holdings' ownership stake.

Key Dates