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

Apollo Management sold 709,459 Non-Voting Ordinary Shares of Taboola.com Ltd. back to the company as part of a share repurchase agreement to maintain their ownership below 25%.

Summary

• Apollo Management Holdings GP, LLC reported a transaction involving Taboola.com Ltd. shares on March 24, 2025.
• The transaction involved the sale of 709,459 Non-Voting Ordinary Shares at a price of $2.96 per share.
• These shares were repurchased by Taboola.com Ltd. as part of a share repurchase agreement with College Top Holdings, Inc.
• The purpose of the repurchase is to prevent Apollo Management's ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• Following the transaction, Apollo Management's indirect beneficial ownership of Taboola shares is 41,239,586 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.
• The share repurchase agreement between Taboola and College Top Holdings was initially entered into on February 24, 2025, and amended on March 14, 2025.
• The agreement allows Taboola to repurchase up to 1/3rd of the weekly allowable limit under Rule 10b-18.
• The repurchase agreement will terminate on the earlier of regulatory approval for College Holdings' equity ownership exceeding 25%, a determination that no such approval is required, or December 31, 2025.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The transaction is part of a pre-existing agreement and doesn't indicate any fundamental issues with the company. The active management of shareholding can be seen as a positive sign.

Positives

• The share repurchase program demonstrates Taboola's willingness to manage its share structure.
• The repurchase agreement provides a mechanism for Apollo Management to maintain its desired ownership level.

Risks

• The repurchase agreement is subject to termination under certain conditions, which could impact Apollo Management's ownership stake.
• Regulatory approval is needed for College Holdings' equity ownership to exceed 25%.

Future Outlook

The share repurchase agreement will continue until December 31, 2025, or until certain conditions are met, influencing Apollo Management's ownership stake in Taboola.

Industry Context

Share repurchase programs are a common tool used by companies to manage their capital structure and return value to shareholders. This transaction reflects Taboola's active management of its shareholding structure in relation to a major investor.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially those with significant cash reserves or those seeking to increase earnings per share.
• The specific terms of the agreement, such as the 1/3rd of the weekly allowable limit under Rule 10b-18, are designed to comply with securities regulations and ensure fair market practices.
• Comparable companies like Outbrain also manage their share structures, but the specifics of their agreements may vary based on their individual circumstances and investor relations.

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., and Apollo Management has significant influence over both entities.

Stakeholder Impact

• Shareholders may see a slight increase in earnings per share due to the share repurchase.
• The transaction ensures that Apollo Management's ownership remains below 25%, which may be relevant to other stakeholders.

Next Steps

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

Key Dates

Keywords

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