Form 4: Apollo Sells Taboola Shares in Repurchase Program

Apollo Management Holdings GP, LLC reported the sale of 180,171 Taboola.com Ltd. non-voting ordinary shares at $3.40 each as part of an ongoing share repurchase program.

Summary

• Apollo Management Holdings GP, LLC, a 10% owner and director of Taboola.com Ltd., reported a transaction involving the disposition of shares.
• On September 15, 2025, 180,171 Non-Voting Ordinary Shares were sold at a price of $3.40 per share.
• The sale was executed as part of Taboola's share repurchase program with College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc.
• The primary objective of this transaction is to ensure the reporting persons' ownership of Taboola's outstanding shares remains below 25%.
• The Share Repurchase Agreement was initially established on February 24, 2025, and subsequently amended on March 14, 2025, to modify the quantity of shares for repurchase.
• Following this transaction, the indirect beneficial ownership by the reporting persons includes 30,761,235 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: The transaction is part of a pre-arranged share repurchase program, which is generally a neutral to positive signal as it indicates planned capital management. The specific purpose of managing ownership percentage below 25% is a governance-related action. The sale itself is by a significant holder, but within a structured program, so it's not a negative signal of lack of confidence.

Positives

• The existence of a share repurchase program indicates Taboola's proactive approach to capital management and potentially returning value to shareholders by reducing dilution from a significant holder.
• The structured sale by a major shareholder (Apollo/Yahoo) prevents their ownership from exceeding 25%, which can be beneficial for corporate governance and regulatory compliance.

Negatives

• The ongoing sales by a significant owner, even within a repurchase program, could be perceived as a lack of long-term conviction, although the stated purpose mitigates this concern.
• The fixed price of $3.40 per share for the repurchase might not reflect the highest possible market value, depending on Taboola's stock performance.

Risks

• The termination of the Repurchase Agreement is contingent on obtaining regulatory approval or a determination that such approval is not required for College Holdings' equity ownership to exceed 25%, introducing an element of regulatory uncertainty.
• Continued weekly repurchases, while structured, represent a consistent supply of shares to the market from a large holder, which could exert downward pressure on the stock price if not absorbed effectively.

Future Outlook

The Share Repurchase Agreement is scheduled to continue with weekly repurchases until December 31, 2025, or earlier if specific regulatory conditions regarding College Holdings' equity ownership exceeding 25% are met or deemed unnecessary.

Management Comments

• The reported sales are part of the Issuer's share repurchase program and are intended to keep the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more.

Industry Context

Share repurchase programs are a common corporate finance tool used by companies to manage their capital structure, return value to shareholders, and prevent excessive ownership concentration. The involvement of Apollo and Yahoo highlights the strategic investments by large private equity and technology firms in publicly traded companies like Taboola, often accompanied by structured exit or ownership management strategies.

Comparison to Industry Standards

• The repurchase program's adherence to '25% of the applicable allowable limit under Rule 10b-18' is a standard practice for issuer repurchases, designed to comply with SEC regulations and prevent market manipulation.
• The amendment to allow repurchases of 'up to 1/3rd of the weekly applicable allowable Rule 10b-18 limit' suggests a potentially more aggressive pace of repurchase within regulatory boundaries, which could indicate a strategic intent to accelerate the reduction of the specific shareholder's stake or a belief in the company's valuation.
• The explicit goal of maintaining ownership below 25% is a specific corporate governance consideration, likely aimed at avoiding certain regulatory thresholds or maintaining a desired level of independence for the company.

Corporate Governance

Related Party Transactions

• The share repurchase is a transaction between Taboola.com Ltd. and College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc. and is part of a complex ownership structure involving Apollo Management entities. These entities are also 10% owners and have director representation, making this a related-party transaction.

Stakeholder Impact

• **Shareholders:** The repurchase program can reduce the number of outstanding shares, potentially increasing earnings per share for remaining shareholders. It also provides a structured mechanism for a large shareholder to reduce its stake without causing significant market disruption.
• **Apollo/Yahoo (Reporting Persons):** They are systematically reducing their stake in Taboola, managing their ownership percentage below a specific threshold.
• **Company (Taboola):** Actively managing its capital structure and shareholder base.

Next Steps

• Taboola.com Ltd. is expected to continue weekly repurchases of College Holdings Non-Voting Ordinary Shares as per the Repurchase Agreement.
• The company will monitor regulatory approvals or requirements regarding College Holdings' equity ownership exceeding 25%.
• The Share Repurchase Agreement is set to terminate by December 31, 2025, or earlier if specified conditions are met.

Key Dates

Recommendation

This Form 4 reports a routine, pre-scheduled transaction under a share repurchase agreement designed to manage a significant shareholder's ownership percentage. It does not indicate new fundamental information about Taboola's operational performance or strategic direction that would warrant a change in investment thesis. The repurchase itself is a form of capital management, which is generally neutral to slightly positive, but the specific details do not suggest a strong buy or sell signal. Investors should hold and monitor future operational results and strategic announcements.

Keywords

Taboola, TBLA, Apollo Management, Yahoo Inc., Share Repurchase, SEC Form 4, Beneficial Ownership, Non-Voting Ordinary Shares, Corporate Governance, Insider Transaction