SCHEDULE 13D/A: Taboola Amends Stock Repurchase Agreement, Increasing Weekly Buyback Limit from Major Shareholder

Taboola.com Ltd. has amended its stock repurchase agreement with College Top Holdings, Inc., increasing the maximum weekly share repurchase quantity from 25% to up to 1/3rd of the Rule 10b-18 limit.

Summary

• This document is Amendment No. 2 to a Schedule 13D filing by Apollo Management Holdings GP, LLC and related entities concerning their beneficial ownership in Taboola.com Ltd.
• On March 14, 2025, Taboola.com Ltd. and College Top Holdings, Inc. (a selling stockholder associated with Apollo/Yahoo) entered into Amendment No. 1 to their Stock Repurchase Agreement.
• The amendment modifies the quantity of shares for each "repurchase transaction" from 25% of the weekly applicable allowable Rule 10b-18 limit to up to 1/3rd of that limit.
• The reporting persons, including Apollo Management Holdings GP, LLC, College Top Holdings, Inc., and Yahoo Inc., collectively beneficially own 39,525,691 Ordinary Shares of Taboola, representing 13.5% of the class.

Sentiment

Score: 7

Explanation: The amendment to the stock repurchase agreement, increasing the weekly buyback limit, is a moderately positive development. It suggests continued commitment to shareholder returns and potentially more efficient capital management, without indicating any negative operational or financial issues.

Positives

• The increase in the weekly repurchase limit from 25% to up to 1/3rd of the Rule 10b-18 limit could facilitate more efficient share repurchases from the selling stockholder.
• This amendment indicates Taboola's continued commitment to its share repurchase program, which can be a positive signal to investors regarding capital allocation and potential support for share price.

Risks

• The effectiveness of the share repurchase program is subject to market conditions and the availability of shares at desired prices.
• Repurchases are limited by Rule 10b-18, which sets daily volume and price restrictions.
• Taboola's ability to execute the repurchases from the selling stockholder is contingent on its financial capacity and strategic priorities.

Future Outlook

Taboola expects to implement a Rule 10b5-1 trading plan during closed trading windows to facilitate open market share repurchases, which will include a fixed trading grid to determine weekly repurchase volumes from the selling stockholder, not exceeding 1/3rd of the Rule 10b-18 limit.

Management Comments

• "Taboola has informed the Selling Stockholder that during each closed trading window as provided in Taboola's Insider Trading Policy, Taboola expects to enter into a Rule 10b5-1 trading plan (Plan) to repurchase Shares in the open market."
• "The Plan will include a fixed trading grid that will be used to determine the number of Shares Taboola will repurchase from the Selling Stockholder each week based upon a percentage of the applicable Rule 10b-18 limit that will vary depending upon the Share price for that week."
• "For the avoidance of doubt, Taboola will not repurchase from the Selling Stockholder more than 1/3rd of the weekly applicable allowable limit under Rule 10b-18."

Industry Context

This amendment reflects a common corporate finance strategy where companies repurchase shares from significant shareholders, often private equity firms or strategic partners, to manage ownership stakes or return capital. The use of Rule 10b-18 limits is standard practice for open market repurchases to ensure compliance with safe harbor provisions. In the ad-tech industry, such repurchases can signal confidence in the company's valuation and a commitment to shareholder value, especially from a major investor like Apollo/Yahoo.

Comparison to Industry Standards

• The use of Rule 10b-18 limits for share repurchases is a standard practice across industries, including ad-tech, to ensure compliance with SEC regulations and avoid market manipulation concerns.
• Many publicly traded companies, including peers in the digital advertising space, utilize share repurchase programs as a means of capital allocation, alongside dividends or reinvestment in the business. Specific comparable companies or projects are not mentioned in the document to allow for a detailed comparison of repurchase strategies.

Related Party Transactions

• The Stock Repurchase Agreement and its amendment are between Taboola.com Ltd. and College Top Holdings, Inc.
• College Top Holdings, Inc. is a reporting person associated with Apollo Management and Yahoo Inc., which collectively hold a significant beneficial ownership (13.5%) in Taboola. This constitutes a transaction with a significant shareholder group.

Stakeholder Impact

• Shareholders: The increased repurchase limit could lead to a more active buyback program, potentially supporting the share price by reducing the number of outstanding shares. This is generally viewed favorably by investors.
• Selling Stockholder (College Top Holdings, Inc./Apollo/Yahoo): The amendment allows them to potentially sell a larger portion of their shares back to Taboola each week, providing liquidity and an exit mechanism.

Next Steps

• Taboola expects to enter into a Rule 10b5-1 trading plan during closed trading windows.
• The Rule 10b5-1 plan will include a fixed trading grid to determine weekly share repurchases from the selling stockholder.

Key Dates

Recommendation

Keywords

Taboola.com Ltd., Taboola, SEC Filing, Schedule 13D/A, Stock Repurchase Agreement, Share Buyback, Rule 10b-18, Apollo Management, Yahoo Inc., College Top Holdings, Beneficial Ownership, Capital Allocation, Investor Relations, Ad-tech, Content Recommendation