Form 4: Apollo Management Sells Taboola Shares to Maintain Ownership

Apollo Management Holdings GP, LLC sold 152,504 Taboola shares at $3.34 each to maintain ownership below 25% threshold.

Summary

• Apollo Management Holdings GP, LLC sold 152,504 Non-Voting Ordinary Shares of Taboola.com Ltd. at a price of $3.34 per share on August 11, 2025.
• The sale was conducted as part of Taboola's share repurchase program with College Top Holdings, Inc.
• The purpose of the repurchase program is to prevent Apollo Management's ownership of Taboola's outstanding shares from reaching 25% or more.
• Following the transaction, Apollo Management Holdings GP, LLC indirectly beneficially owns 31,737,444 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 5

Explanation: Neutral. The filing describes a transaction to maintain a specific ownership percentage, which is neither overtly positive nor negative.

Positives

• Taboola is actively managing its share structure through a repurchase agreement.
• The share repurchase agreement is in place to prevent College Holdings equity ownership in the Company to exceed 25%.

Negatives

• Apollo Management is selling shares, which could be perceived negatively by the market.
• The sale is required to maintain ownership below a certain threshold, suggesting a potential regulatory or strategic concern related to exceeding 25% ownership.

Risks

• The share repurchase agreement could terminate if the company obtains regulatory approval permitting College Holdings equity ownership in the Company to exceed 25%; the Company determining, as specified in the Repurchase Agreement, that no such approval is required; or December 31, 2025.

Future Outlook

The share repurchase agreement will terminate upon the earlier of: (i) the Company obtaining regulatory approval permitting College Holdings equity ownership in the Company to exceed 25%; (ii) the Company determining, as specified in the Repurchase Agreement, that no such approval is required; or (iii) December 31, 2025.

Industry Context

Share repurchase programs are often used by companies to manage their capital structure and prevent dilution. This transaction reflects Taboola's active management of its ownership structure in relation to Yahoo Inc.'s indirect holdings.

Comparison to Industry Standards

• Other companies that have implemented share repurchase programs to manage ownership include:
• Alphabet (GOOGL): Has used share repurchases to return capital to shareholders and offset dilution from employee stock options.
• Meta Platforms (META): Actively repurchases shares as part of its capital allocation strategy.
• Apple (AAPL): Known for its large-scale share repurchase programs to manage its capital structure.

Related Party Transactions

• The transaction involves Taboola repurchasing shares from College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc., making it a related-party transaction.

Stakeholder Impact

• Shareholders: The share repurchase program can impact earnings per share and potentially increase shareholder value.
• Yahoo Inc.: As the indirect beneficiary of College Top Holdings, Inc., Yahoo is impacted by the share repurchase agreement.
• Apollo Management: The sale of shares allows Apollo Management to maintain its ownership percentage below a certain threshold.

Next Steps

• Taboola will continue to repurchase shares from College Top Holdings, Inc. based on the terms of the Share Repurchase Agreement.
• The company will need to obtain regulatory approval or determine if such approval is required to allow College Holdings equity ownership to exceed 25%.

Key Dates

Recommendation

The transaction is part of a pre-existing share repurchase agreement and does not indicate a fundamental change in the company's prospects. Maintaining a hold position is appropriate.

Keywords

Taboola, Apollo Management, Share Repurchase, College Top Holdings, Ownership Threshold, SEC Filing, TBLA