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

Apollo Management Holdings GP, LLC reports the sale of Taboola.com Ltd. shares by College Top Holdings, Inc. as part of a repurchase agreement to prevent ownership from exceeding 25%.

Summary

• Apollo Management Holdings GP, LLC filed a Form 4 detailing changes in beneficial ownership of Taboola.com Ltd. shares.
• On April 21, 2025, Taboola repurchased 817,650 Non-Voting Ordinary Shares from College Top Holdings, Inc. at $2.75 per share.
• This 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 securities on behalf of Yahoo Inc., its indirect wholly-owned subsidiary.
• Apollo Management entities and related individuals disclaim beneficial ownership of the shares except to the extent of any pecuniary interest.

Sentiment

Score: 6

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

Positives

• The share repurchase program helps maintain a stable ownership structure for Taboola.
• The agreement provides clarity on the conditions under which College Holdings' ownership can exceed 25%.

Risks

• The repurchase agreement could be interpreted as a sign that Taboola anticipates challenges in obtaining regulatory approval for College Holdings to exceed 25% ownership.
• The ongoing share repurchase program may impact Taboola's cash reserves.

Future Outlook

The Share Repurchase Agreement will continue until December 31, 2025, or until regulatory approval is obtained or deemed unnecessary for College Holdings to exceed 25% ownership.

Industry Context

Share repurchase programs are a common mechanism for companies to manage their capital structure and prevent dilution. This specific repurchase agreement appears to be strategically designed to manage ownership thresholds and regulatory considerations.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially in the tech sector.
• Companies like Alphabet (Google) and Meta (Facebook) have also implemented significant share repurchase programs to return capital to shareholders and manage stock dilution.
• The size and frequency of Taboola's repurchase program, as well as the specific conditions tied to regulatory approval, are tailored to its unique ownership structure and strategic goals.

Related Party Transactions

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

Stakeholder Impact

• Shareholders may view the repurchase program positively as it can support the stock price.
• The agreement ensures that College Holdings' ownership remains within acceptable regulatory limits.

Key Dates

Keywords

Taboola, share repurchase, College Top Holdings, Apollo Management, beneficial ownership, Form 4, TBLA, Yahoo Inc.