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

Apollo Management, through College Top Holdings, sold 770,383 Non-Voting Ordinary Shares of Taboola back to the company at $3.20 per share as part of a share repurchase agreement designed to maintain ownership below 25%.

Summary

• Apollo Management, via College Top Holdings, sold 770,383 Non-Voting Ordinary Shares of Taboola back to the company on May 12, 2025, at a price of $3.20 per share.
• This transaction is part of a share repurchase agreement between Taboola and College Top Holdings, designed to prevent Apollo's ownership stake from exceeding 25%.
• The repurchase agreement, initiated on February 24, 2025, 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 if Taboola obtains regulatory approval for College Holdings' equity ownership to exceed 25%, if Taboola determines no such approval is needed, or on December 31, 2025.
• College Top Holdings holds securities of Taboola on behalf of Yahoo Inc., its indirect wholly owned subsidiary.
• Various Apollo Management entities and individuals disclaim beneficial ownership of the shares, except to the extent of any pecuniary interest.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document describes a routine transaction within a pre-existing agreement. There are no indications of significant positive or negative implications for Taboola's financial health or future prospects.

Positives

• The share repurchase program helps maintain a stable ownership structure for Taboola.
• The agreement provides a mechanism for Apollo to reduce its stake in a controlled manner.
• The repurchase price of $3.20 per share may be seen as favorable to Taboola if it believes the shares are undervalued.

Negatives

• The need for a repurchase agreement suggests potential regulatory concerns if Apollo's ownership exceeds 25%.

Risks

• The repurchase agreement could be terminated if regulatory approval is obtained or deemed unnecessary, potentially altering the ownership dynamics.
• The continued need for repurchases indicates ongoing efforts to manage Apollo's ownership stake.
• The market-based pricing formula for the repurchases could lead to fluctuations in the repurchase price.

Future Outlook

The repurchase agreement will continue until December 31, 2025, unless terminated earlier by regulatory approval or determination that such approval is not required.

Industry Context

Share repurchase agreements are common tools used by companies to manage ownership structures and prevent potential regulatory issues related to large shareholders. This agreement is specifically designed to keep Apollo's stake below a certain threshold, which may be due to regulatory or strategic considerations.

Comparison to Industry Standards

• Share repurchase programs are a common capital allocation strategy, often compared to dividend payouts or acquisitions.
• The specific terms of this agreement, such as the 1/3rd of the weekly allowable limit under Rule 10b-18, are within industry norms for such programs.
• Other companies with significant shareholder stakes, such as Alphabet (Google) with its dual-class share structure, also employ mechanisms to manage control and ownership.

Related Party Transactions

• The share repurchase agreement between Taboola and College Top Holdings is a related party transaction, as College Top Holdings is affiliated with Yahoo Inc., a significant shareholder of Taboola.

Stakeholder Impact

• Shareholders may see this as a positive move to maintain a stable ownership structure.
• The impact on employees and customers is likely minimal, as the transaction is primarily financial.
• The transaction could affect the relationship between Taboola and Yahoo Inc.

Next Steps

• Taboola will continue to repurchase shares from College Top Holdings under the terms of the agreement.
• The company will monitor regulatory requirements related to ownership thresholds.
• Apollo Management will continue to manage its investment in Taboola.

Key Dates

Keywords

Taboola, Apollo Management, Share Repurchase, College Top Holdings, Ownership, Rule 10b-18, Yahoo Inc., Non-Voting Ordinary Shares