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

Taboola.com Ltd. has repurchased 226,783 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity affiliated with Apollo and Yahoo, as part of an ongoing program to maintain beneficial ownership below 25%.

Summary

• Taboola.com Ltd. repurchased 226,783 Non-Voting Ordinary Shares from College Top Holdings, Inc. on June 9, 2025, at a price of $3.61 per share.
• This transaction is part of a Share Repurchase Agreement established on February 24, 2025, and subsequently amended on March 14, 2025.
• The agreement mandates weekly repurchases of College Holdings' Non-Voting Ordinary Shares, with the purchase price determined by a market-based pricing formula.
• The primary objective of this repurchase program is to ensure that the beneficial ownership of Taboola's outstanding shares by the Reporting Persons (Apollo and Yahoo entities) does not reach or exceed 25%.
• The maximum weekly repurchase quantity is capped at up to 1/3rd of the allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• The Share Repurchase Agreement is scheduled to terminate on December 31, 2025, or earlier if specific conditions related to regulatory approval for exceeding 25% ownership are met or deemed unnecessary.
• Following this transaction, the Reporting Persons indirectly beneficially own 33,246,916 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares of Taboola.com Ltd.

Sentiment

Score: 7

Explanation: The structured share repurchase program is a positive sign of active capital management and a commitment to maintaining a specific ownership structure, which can be viewed favorably by investors.

Positives

• The company is proactively managing its share structure and ownership percentages through a clearly defined and structured share repurchase program.
• Share repurchases can signal management's confidence in the company's valuation and future prospects, potentially enhancing shareholder value by reducing the number of outstanding shares.
• The repurchase is executed under a Rule 10b5-1 plan, indicating a systematic and pre-planned approach to share management rather than ad-hoc or opportunistic buying.

Risks

• The continuation or termination of the share repurchase agreement is contingent upon obtaining regulatory approval for College Holdings' equity ownership in Taboola to exceed 25%, or the company's determination that such approval is not required.

Future Outlook

The share repurchase program is ongoing, with weekly repurchases expected to continue until the agreement terminates on December 31, 2025, or earlier upon the fulfillment of specific regulatory or ownership threshold conditions.

Management Comments

• "The reported sales are between the Issuer and College Top Holdings, Inc., as 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

This filing details a company-specific share repurchase transaction, which is a common corporate finance strategy used by companies to manage capital structure, return value to shareholders, or, in this specific case, manage ownership percentages of significant shareholders. It does not directly reflect broader industry trends.

Corporate Governance

Related Party Transactions

• The share repurchase transaction occurred between Taboola.com Ltd. (the Issuer) and College Top Holdings, Inc., which is an indirect wholly owned subsidiary of Yahoo Inc. and part of the Apollo Management group. These entities are identified as 10% owners and have director representation on Taboola's board, making this a related party transaction.

Stakeholder Impact

• Shareholders: Potential positive impact due to reduced share count, which can lead to higher earnings per share and a more stable ownership structure.
• College Top Holdings, Inc. (and its ultimate beneficial owners, Apollo/Yahoo): Structured divestment of shares at a pre-determined formula, allowing them to manage their investment while adhering to ownership thresholds.

Next Steps

• Continued weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Share Repurchase Agreement.
• Monitoring of regulatory approvals or determinations regarding College Holdings' equity ownership exceeding 25%.

Key Dates

Keywords

Taboola, TBLA, Share Repurchase, Apollo, Yahoo, SEC Form 4, Beneficial Ownership, Non-Voting Ordinary Shares, Rule 10b-18, Corporate Governance