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

Apollo Management Holdings GP, LLC reports a transaction where Taboola.com Ltd. repurchased shares from College Top Holdings, Inc. to prevent Apollo's ownership from exceeding 25%.

Summary

• On April 7, 2025, Taboola.com Ltd. repurchased 891,387 non-voting ordinary shares from College Top Holdings, Inc. at a price of $2.91 per share.
• The repurchase is part of a Share Repurchase Agreement entered into on February 24, 2025, and amended on March 14, 2025.
• The purpose of the repurchase is to prevent the reporting persons' ownership of Taboola's outstanding shares from reaching 25% or more.
• The Repurchase Agreement allows Taboola to repurchase up to 1/3rd of the weekly applicable allowable limit under Rule 10b-18.
• The Repurchase Agreement terminates on the earlier of regulatory approval for College Holdings' equity ownership exceeding 25%, a determination that no such approval is required, or December 31, 2025.
• College Holdings holds securities on behalf of Yahoo Inc.

Sentiment

Score: 6

Explanation: The document describes a routine transaction (share repurchase) to maintain ownership structure. It's neither particularly positive nor negative, hence a neutral sentiment score.

Positives

• The share repurchase program helps maintain the ownership structure of Taboola.com Ltd.
• The repurchase agreement includes a market-based pricing formula.

Risks

• The repurchase agreement could be terminated if regulatory approval is obtained for College Holdings' equity ownership to exceed 25%.

Future Outlook

The Share Repurchase Agreement will terminate on the earlier of regulatory approval for College Holdings' equity ownership exceeding 25%, a determination that no such approval is required, or December 31, 2025.

Industry Context

Share repurchase programs are a common mechanism for companies to manage their capital structure and prevent dilution or maintain ownership percentages. This specific repurchase is tied to maintaining a specific ownership threshold for Apollo Management.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially those with significant cash reserves or those seeking to increase shareholder value.
• The use of Rule 10b-18 as a guideline for repurchase limits is a standard practice to ensure compliance with securities laws.
• Comparable companies like Outbrain also engage in share repurchase programs as part of their capital allocation strategies.

Related Party Transactions

• The share repurchase transaction between Taboola.com Ltd. and College Top Holdings, Inc. is a related party transaction due to the ownership structure involving Yahoo Inc. and Apollo Management.

Stakeholder Impact

• The share repurchase may have a minor positive impact on shareholders by potentially increasing earnings per share.
• The transaction ensures that Apollo Management's ownership stake remains below 25%.

Key Dates

Keywords

share repurchase, Taboola, College Top Holdings, Apollo Management, ownership threshold, Rule 10b-18