Form 4: Taboola.com Ltd. Executes Share Repurchase with College Top Holdings to Maintain Ownership Threshold

Taboola.com Ltd. repurchased shares from College Top Holdings, Inc. to prevent the reporting persons' ownership from exceeding 25%, as part of a share repurchase agreement.

Summary

• Taboola.com Ltd. filed a Form 4 detailing changes in beneficial ownership.
• Apollo Management Holdings GP, LLC, along with other related entities, reported a transaction involving Taboola.com Ltd.'s shares.
• On March 17, 2025, Taboola repurchased 711,864 Non-Voting Ordinary Shares from College Top Holdings, Inc. at $2.95 per share.
• The repurchase is part of a Share Repurchase Agreement aimed at preventing the reporting persons' ownership of Taboola's outstanding shares from reaching 25% or more.
• The Share Repurchase Agreement, entered on February 24, 2025, allows Taboola to repurchase up to 25% of the allowable limit under Rule 10b-18 weekly.
• An amendment on March 14, 2025, modified the agreement to allow repurchases of up to 1/3rd of the weekly allowable limit.
• The Repurchase Agreement terminates on the earlier of regulatory approval allowing College Holdings equity ownership to exceed 25%, a determination that no such approval is required, or December 31, 2025.
• College Holdings holds securities on behalf of Yahoo Inc., and various Apollo-related entities are involved in the ownership structure.

Sentiment

Score: 6

Explanation: The document is neutral in tone, simply reporting a transaction. The repurchase agreement itself could be seen as slightly positive (managing ownership) or slightly negative (concern about ownership concentration), resulting in a neutral overall sentiment.

Positives

• The share repurchase program demonstrates a proactive approach to managing ownership structure.
• The agreement provides flexibility for Taboola to control its share distribution.
• The repurchase price of $2.95 per share may be seen as favorable depending on market conditions.

Negatives

• The need for a share repurchase agreement suggests potential concerns about ownership concentration.
• The agreement limits College Holdings' ability to increase its stake in Taboola beyond 25% without regulatory approval.
• The termination date of December 31, 2025, introduces uncertainty about the long-term ownership structure.

Risks

• Failure to obtain regulatory approval for College Holdings to exceed 25% ownership could limit future strategic options.
• Changes in market conditions could impact the effectiveness of the share repurchase program.
• The termination of the agreement could lead to shifts in ownership and control.

Future Outlook

The company will continue to repurchase shares under the agreement until it terminates, or until certain conditions are met regarding regulatory approval or a determination that such approval is not required.

Industry Context

Share repurchase programs are common in the tech industry to manage ownership, return capital to shareholders, and prevent dilution. This action by Taboola is consistent with these practices.

Comparison to Industry Standards

• Many tech companies, such as Alphabet (Google) and Meta (Facebook), have implemented share repurchase programs to manage their capital structure and shareholder value.
• The specific terms of Taboola's agreement, such as the weekly repurchase limits and termination conditions, are tailored to their specific ownership situation.
• The repurchase of non-voting shares is less common, but may be used to manage voting control.

Related Party Transactions

• The share repurchase agreement between Taboola and College Top Holdings, Inc. constitutes a related party transaction.

Stakeholder Impact

• Shareholders may be impacted by the share repurchase program, which can affect share value and ownership distribution.
• Employees are unlikely to be directly impacted by this transaction.
• Customers and suppliers are unlikely to be directly impacted by this transaction.
• Creditors are unlikely to be directly impacted by this transaction.

Key Dates