Form 4: Taboola.com Executes Share Repurchase from Apollo-Affiliated Entity to Maintain Ownership Threshold

Taboola.com Ltd. repurchased 159,056 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity affiliated with Apollo Management, at $3.62 per share, as part of a program designed to keep reporting persons' ownership below 25%.

Summary

• Taboola.com Ltd. repurchased 159,056 Non-Voting Ordinary Shares from College Top Holdings, Inc. on June 30, 2025.
• The shares were repurchased at a price of $3.62 per share.
• This transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The primary purpose of the repurchase program is to prevent the reporting persons' ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• 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 Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, Taboola determining such approval is not required, or December 31, 2025.
• Following this transaction, the reporting persons indirectly beneficially own 32,692,444 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: The document reports a routine, pre-planned share repurchase aimed at maintaining regulatory compliance regarding ownership percentages. This is a neutral to slightly positive event as it indicates proactive corporate governance and adherence to agreements, without revealing any negative surprises or significant financial distress.

Positives

• The share repurchase program demonstrates a proactive approach to managing ownership percentages and ensuring compliance with regulatory thresholds.
• The structured weekly repurchases provide a clear framework for managing the ownership stake.

Risks

• The Share Repurchase Agreement's termination is contingent on obtaining regulatory approval for College Holdings' equity ownership to exceed 25% or determining such approval is not required, implying a potential regulatory hurdle or uncertainty if these conditions are not met.

Future Outlook

The Share Repurchase Agreement is designed to continue weekly repurchases until regulatory approval is obtained for College Holdings' equity ownership to exceed 25%, or it is determined that such approval is not required, or until December 31, 2025, whichever comes first.

Management Comments

• The reported sales are part of Taboola's share repurchase program.
• The repurchases 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 strategy. In this context, the repurchase is specifically aimed at managing ownership percentages to comply with potential regulatory thresholds, which is a critical aspect of corporate governance, especially for companies with significant institutional investors like Apollo and strategic partners like Yahoo.

Comparison to Industry Standards

• The document does not provide specific comparable companies, projects, or results to assess the repurchase against broader industry standards. However, the stated purpose of maintaining ownership below a 25% threshold suggests adherence to common regulatory or internal governance limits often seen in strategic investments or joint ventures, where a significant but non-controlling stake is desired or mandated.

Corporate Governance

Related Party Transactions

• The share repurchase is between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc.
• College Top Holdings, Inc. holds securities on behalf of Yahoo Inc., its indirect wholly owned subsidiary.
• Multiple Apollo-affiliated entities (e.g., Apollo Management Holdings GP, LLC, Apollo Management GP, LLC, Apollo Management Holdings, L.P.) are listed as reporting persons and are involved in the ownership structure of College Top Holdings, Inc. and its parent entities, indicating a transaction between related parties due to common control or significant influence.

Stakeholder Impact

• Shareholders (College Top Holdings, Inc. / Yahoo Inc.): Directly impacted by the sale of shares back to Taboola, affecting their ownership percentage and providing liquidity.
• Other Shareholders: The repurchase program aims to maintain the ownership percentage of a significant shareholder below a certain threshold, which could be viewed positively for corporate governance and avoiding potential control issues.

Next Steps

• Continued weekly repurchases of Non-Voting Ordinary Shares by Taboola from College Top Holdings, Inc. as per the Share Repurchase Agreement.
• Taboola will seek or determine the necessity of regulatory approval for College Holdings' equity ownership to exceed 25%.
• The Share Repurchase Agreement will terminate by December 31, 2025, or earlier based on regulatory conditions.

Key Dates

Keywords

Taboola.com Ltd., TBLA, Share Repurchase, SEC Form 4, Apollo Management, College Top Holdings, Yahoo Inc., Beneficial Ownership, Regulatory Compliance, Rule 10b-18, Non-Voting Ordinary Shares, Corporate Governance