Form 4: Taboola.com Executes Share Repurchase from Apollo-Affiliated Entity as Part of Ongoing Program

Taboola.com Ltd. has repurchased 173,043 non-voting ordinary shares from College Top Holdings, Inc., an entity affiliated with Apollo Management, as part of its previously announced share repurchase program.

Summary

• Taboola.com Ltd. (TBLA) repurchased 173,043 Non-Voting Ordinary Shares from College Top Holdings, Inc. on June 16, 2025.
• The shares were repurchased at a price of $3.57 per share, totaling approximately $617,003.51.
• This transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The purpose of the repurchase program is to prevent the Reporting Persons' (Apollo-affiliated entities) ownership of Taboola's outstanding shares from reaching 25% or more.
• The agreement mandates weekly repurchases at a market-based pricing formula.
• An amendment on March 14, 2025, modified the weekly repurchase quantity to up to 1/3rd of the allowable limit under SEC Rule 10b-18.
• The Share Repurchase Agreement is set to terminate upon the earlier of regulatory approval for College Holdings' equity ownership to exceed 25%, the Company determining no such approval is required, or December 31, 2025.
• Following this transaction, the Reporting Persons indirectly beneficially own 33,073,873 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares of Taboola.com Ltd.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it's a routine transaction, share repurchases are generally viewed favorably as they can reduce share count and potentially increase EPS. The transaction is part of a pre-arranged program, so it doesn't indicate new negative developments.

Positives

• The share repurchase program demonstrates Taboola's commitment to managing its capital structure and potentially enhancing shareholder value by reducing the number of outstanding shares.
• The structured, ongoing nature of the repurchase program provides clarity and predictability regarding the company's capital allocation strategy.
• Maintaining the Reporting Persons' ownership below 25% may help Taboola avoid certain regulatory thresholds or complexities associated with higher ownership percentages.

Negatives

• The sale of shares by a significant investor, even as part of a repurchase program, could be perceived by some as a lack of conviction, although in this context it is a pre-arranged transaction.

Risks

• The termination of the Share Repurchase Agreement is contingent on regulatory approval for College Holdings' equity ownership to exceed 25% or Taboola's determination that such approval is not required, which introduces a degree of uncertainty regarding the program's duration beyond December 31, 2025.

Future Outlook

The Share Repurchase Agreement is structured to continue weekly repurchases until its termination, which is set for December 31, 2025, or earlier if specific regulatory conditions regarding College Holdings' equity ownership are met or deemed unnecessary.

Industry Context

Share repurchase programs are a common corporate finance strategy used by companies to return value to shareholders, reduce share count, and potentially boost earnings per share. The transaction adheres to SEC Rule 10b-18, which provides a safe harbor for companies repurchasing their own stock. The involvement of major investment entities like Apollo and its affiliates, including Yahoo, highlights strategic investment and portfolio management within the digital advertising and content recommendation industry.

Corporate Governance

Related Party Transactions

• The share repurchase is a transaction between Taboola.com Ltd. (the Issuer) and College Top Holdings, Inc., which is identified as an indirect wholly-owned subsidiary of Yahoo Inc. and ultimately controlled by various Apollo Management entities. These Apollo entities are also listed as 10% owners and have director relationships with Taboola, making this a related party transaction.

Stakeholder Impact

• Shareholders: The repurchase program can be beneficial for existing shareholders by reducing the total number of outstanding shares, which may lead to an increase in earnings per share and potentially support share price.
• College Top Holdings, Inc. (and its ultimate owners, Apollo/Yahoo): This entity is systematically reducing its non-voting stake in Taboola as part of a pre-arranged agreement, managing its investment exposure and ownership percentage.

Next Steps

• Taboola.com Ltd. is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Share Repurchase Agreement.
• The repurchase program will continue until its termination conditions are met, including potential regulatory approvals or the December 31, 2025, deadline.

Key Dates

Keywords

Taboola, TBLA, Share Repurchase, SEC Form 4, Beneficial Ownership, Apollo Management, Yahoo Inc., Insider Transaction, Rule 10b-18