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

Apollo Management, through its affiliated entities, sold shares of Taboola.com Ltd. back to the company as part of a repurchase agreement designed to prevent their ownership stake from exceeding 25%.

Summary

• Apollo Management, through several affiliated entities including College Top Holdings, Inc., engaged in a transaction involving the sale of Taboola.com Ltd. shares back to the issuer.
• The sale of 782,793 non-voting ordinary shares at a price of $3.39 per share occurred on May 19, 2025.
• This transaction is part of a share repurchase agreement between Taboola and College Top Holdings, Inc., aimed at maintaining Apollo's ownership below 25% to avoid the need for regulatory approval.
• The repurchase agreement allows Taboola to repurchase up to 1/3rd of the weekly allowable limit under Rule 10b-18.
• The agreement will terminate if Taboola obtains regulatory approval for College Holdings' equity ownership to exceed 25%, if Taboola determines no such approval is required, or on December 31, 2025.

Sentiment

Score: 7

Explanation: The document describes a routine transaction related to a share repurchase agreement. The sentiment is neutral to slightly positive as it reflects active capital management.

Positives

• The share repurchase agreement provides Taboola with a mechanism to manage its share structure.
• The agreement prevents Apollo's ownership from exceeding 25%, potentially avoiding regulatory hurdles.

Risks

• The repurchase agreement could impact Taboola's cash reserves.
• The termination of the agreement on December 31, 2025, could lead to changes in Taboola's ownership structure.

Future Outlook

The share repurchase agreement will continue until December 31, 2025, unless terminated earlier under specific conditions.

Industry Context

Share repurchase programs are a common tool used by companies to manage their capital structure and return value to shareholders. This particular repurchase agreement is also influenced by the need to manage ownership thresholds and potential regulatory implications.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially those with strong cash flow.
• The specific terms of this agreement, such as the 25% ownership threshold and the 1/3rd of the weekly allowable Rule 10b-18 limit, are tailored to Taboola's specific circumstances and regulatory environment.
• Other companies in the tech sector, such as Google (Alphabet Inc.) and Meta (Facebook), have also implemented significant share repurchase programs.

Related Party Transactions

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

Stakeholder Impact

• Shareholders: The share repurchase program can impact the value of their shares.
• Company: The repurchase agreement affects Taboola's capital structure and cash reserves.

Key Dates

Keywords

Taboola, Apollo Management, Share Repurchase, College Top Holdings, Ownership, Rule 10b-18