Form 4: Apollo Management Reduces Taboola Stake to Avoid Exceeding 25% Ownership Threshold

Apollo Management, through College Top Holdings, sold shares back to Taboola as part of a repurchase agreement to maintain ownership below 25% pending regulatory approval or determination that such approval is unnecessary.

Summary

• Apollo Management Holdings GP, LLC filed a Form 4 indicating a change in beneficial ownership of Taboola.com Ltd. shares.
• The transaction on March 10, 2025, involved the sale of 962,551 non-voting ordinary shares at $2.88 per share.
• The shares were sold by College Top Holdings, Inc. to Taboola as part of a share repurchase agreement.
• The repurchase agreement aims to prevent Apollo's ownership from exceeding 25% of Taboola's outstanding shares.
• The repurchase agreement terminates upon regulatory approval for College Holdings' equity ownership to exceed 25%, a determination that such approval isn't required, or on December 31, 2025.
• College Holdings holds securities on behalf of Yahoo Inc., an indirect wholly-owned subsidiary.

Sentiment

Score: 6

Explanation: The document describes a routine transaction related to a pre-existing agreement. It doesn't indicate significant positive or negative developments for Taboola.

Positives

• The share repurchase agreement provides Taboola with a mechanism to manage its share structure.
• The repurchase agreement ensures compliance with regulatory requirements regarding ownership thresholds.

Risks

• The repurchase agreement could impact Taboola's cash reserves.
• Failure to obtain regulatory approval could limit Apollo's ability to increase its stake in Taboola.

Future Outlook

The repurchase agreement will continue until regulatory approval is obtained, it is determined that approval is not required, or until December 31, 2025.

Industry Context

Share repurchase programs are a common tool used by companies to manage their capital structure and prevent dilution. This transaction is specific to Taboola and Apollo Management's agreement.

Related Party Transactions

• The share repurchase agreement between Taboola and College Top Holdings, Inc. is a related party transaction, as College Top Holdings holds securities on behalf of Yahoo Inc., an indirect wholly-owned subsidiary, and is affiliated with Apollo Management.

Stakeholder Impact

• Shareholders may see a slight impact on share value due to the repurchase program.
• The agreement ensures that Apollo's ownership remains below a certain threshold, potentially impacting corporate governance.

Next Steps

• Taboola will continue to repurchase shares from College Top Holdings, Inc. based on the terms of the repurchase agreement.
• The company will seek regulatory approval or determine if such approval is required for College Holdings' equity ownership to exceed 25%.

Key Dates