Form 4: Taboola.com Ltd. Executes Share Repurchase Agreement with College Top Holdings, Inc.

Taboola.com Ltd. repurchased shares from College Top Holdings, Inc. as part of a share repurchase agreement aimed at maintaining ownership levels below 25%.

Summary

• Taboola.com Ltd. filed a Form 4 detailing changes in beneficial ownership.
• On May 5, 2025, Taboola repurchased 723,872 Non-Voting Ordinary Shares from College Top Holdings, Inc. at $3.01 per share.
• The repurchase is part of a Share Repurchase Agreement initiated on February 24, 2025, and amended on March 14, 2025.
• The agreement aims to prevent College Holdings' equity ownership in Taboola from exceeding 25% without regulatory approval.
• The maximum weekly repurchase is capped at 1/3rd of the allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• The Repurchase Agreement terminates on the earlier of regulatory approval for College Holdings to exceed 25% ownership, a determination that such approval is not required, or December 31, 2025.
• College Holdings holds the securities on behalf of Yahoo Inc.
• Several entities and individuals associated with Apollo Management disclaim beneficial ownership except to the extent of any pecuniary interest.

Sentiment

Score: 7

Explanation: The document reflects a routine transaction within a pre-defined agreement, suggesting a neutral to slightly positive sentiment due to proactive management of share ownership.

Positives

• The share repurchase program helps manage the ownership stake of a major shareholder.
• The repurchase agreement includes a market-based pricing formula.

Future Outlook

The Share Repurchase Agreement will continue until regulatory approval is obtained, a determination is made that approval is not required, or until December 31, 2025.

Industry Context

Share repurchase programs are a common mechanism for companies to return value to shareholders and manage ownership structure. This agreement is specifically designed to manage the ownership stake of a significant shareholder, Yahoo Inc., through its subsidiary College Top Holdings, Inc.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially those with significant cash reserves or a desire to increase earnings per share.
• The specific terms of the agreement, such as the 25% limit under Rule 10b-18 and the market-based pricing formula, are consistent with industry best practices for ensuring compliance and fairness.
• Comparable companies like Outbrain also engage in share repurchase programs to manage capital allocation and shareholder value.

Related Party Transactions

• The share repurchase agreement between Taboola and College Top Holdings, Inc. constitutes a related party transaction, as College Top Holdings is affiliated with Yahoo Inc., a significant shareholder.

Stakeholder Impact

• Shareholders may benefit from the share repurchase program through increased earnings per share and potential stock price appreciation.
• The agreement ensures that College Holdings' ownership stake is managed in compliance with regulations.

Next Steps

• Taboola will continue to repurchase shares from College Top Holdings, Inc. according to the terms of the agreement.
• The company will monitor the need for regulatory approval regarding College Holdings' ownership stake.
• The Share Repurchase Agreement will terminate under the conditions specified in the agreement.

Key Dates

Keywords

share repurchase, Taboola, College Top Holdings, ownership, Form 4, Apollo Management, Yahoo Inc., Rule 10b-18