Form 4: Taboola.com Ltd. Sees Apollo Management Entities Report Share Repurchases from College Top Holdings

Apollo Management entities report share repurchases of Taboola.com Ltd. non-voting ordinary shares from College Top Holdings, Inc., an indirect subsidiary of Yahoo Inc., as part of a repurchase agreement.

Summary

• Apollo Management Holdings GP, LLC filed a Form 4 detailing changes in beneficial ownership of Taboola.com Ltd. shares.
• The filing reports repurchases of non-voting ordinary shares from College Top Holdings, Inc., an indirect wholly owned subsidiary of Yahoo Inc.
• On June 3, 2024, Taboola repurchased 988,296 shares at $4.32 per share.
• On March 3, 2025, Taboola repurchased 586,946 shares at $3.25 per share.
• These repurchases are part of a Share Repurchase Agreement initiated on February 24, 2025, which dictates weekly repurchases based on a market-based pricing formula.
• The maximum weekly repurchase is capped at 25% 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' equity ownership exceeding 25%, a determination that such approval is not required, or December 31, 2025.
• Apollo Management entities disclaim beneficial ownership of the shares except to the extent of any pecuniary interest.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The document primarily describes share repurchases, which can be viewed positively but are part of a pre-existing agreement. There are no explicit positive or negative statements about the company's performance or future outlook.

Positives

• The share repurchase program could potentially increase the value of remaining shares.

Risks

• The repurchase agreement is subject to termination under certain conditions, which could impact the ongoing repurchase program.
• The market-based pricing formula could result in varying repurchase prices, potentially affecting the cost of the program.

Future Outlook

The company will continue to repurchase shares from College Top Holdings on a weekly basis, subject to the terms of the Repurchase Agreement, until the agreement is terminated.

Industry Context

Share repurchase programs are often used by companies to return capital to shareholders and can be seen as a sign of management's confidence in the company's future prospects. The involvement of Apollo Management and Yahoo Inc. adds a layer of complexity due to their significant roles in the technology and investment sectors.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially those with strong cash flow.
• The specific terms of the repurchase agreement, such as the weekly repurchase limit and the market-based pricing formula, are tailored to the specific circumstances of Taboola and its relationship with College Top Holdings.
• Comparable companies like Outbrain also engage in share repurchase programs as part of their capital allocation strategies.

Related Party Transactions

• The share repurchases from College Top Holdings, Inc., an indirect wholly owned subsidiary of Yahoo Inc., constitute a related party transaction.

Stakeholder Impact

• Shareholders may see a potential increase in share value due to the repurchase program.
• The repurchase program impacts College Top Holdings and Yahoo Inc. by reducing their stake in Taboola.

Next Steps

• Taboola will continue weekly share repurchases from College Top Holdings as per the Repurchase Agreement.
• The company will need to monitor regulatory approvals related to College Holdings' equity ownership.
• The company will need to determine if regulatory approval is required for College Holdings' equity ownership.

Key Dates