Form 4: Taboola.com Ltd. Share Repurchase Program Continues as Apollo Management Holdings GP, LLC Files Form 4

Apollo Management Holdings GP, LLC reports a transaction related to Taboola.com Ltd.'s share repurchase agreement with College Top Holdings, Inc., aimed at maintaining ownership below 25%.

Summary

• Apollo Management Holdings GP, LLC filed a Form 4 detailing a transaction involving Taboola.com Ltd. shares.
• On May 5, 2025, Taboola repurchased 723,872 non-voting ordinary shares from College Top Holdings, Inc. at $3.01 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 repurchase program is capped at 1/3rd of the weekly allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• The agreement will terminate 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.
• Apollo Management Holdings GP, LLC indirectly beneficially owns 39,525,691 ordinary shares and 35,952,685 non-voting ordinary shares.

Sentiment

Score: 6

Explanation: The document is neutral, detailing a routine transaction within an existing share repurchase program. There are no indications of significant positive or negative developments.

Positives

• The share repurchase program helps manage the ownership stake of College Holdings, potentially avoiding regulatory hurdles.
• The repurchase agreement provides a structured approach to maintaining ownership levels.

Risks

• The repurchase agreement is subject to termination if regulatory approval is obtained or deemed unnecessary, which could alter the ownership structure.
• The repurchase program is limited by Rule 10b-18, which could restrict the company's ability to manage ownership levels effectively.

Future Outlook

The share repurchase agreement will continue until December 31, 2025, or until certain conditions related to regulatory approval are met.

Industry Context

Share repurchase programs are a common tool for companies to manage their capital structure and ownership levels. This agreement is specifically designed to address potential regulatory concerns related to ownership thresholds, which is relevant in industries with specific regulatory oversight.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially in the tech sector, to return capital to shareholders and manage ownership dilution.
• The specific structure of this agreement, focusing on maintaining ownership below a certain threshold, is less common but may be necessary in situations where regulatory approvals are sensitive to ownership percentages.
• Comparing Taboola's repurchase program to those of companies like Meta or Alphabet, the scale is significantly smaller, reflecting Taboola's smaller market capitalization and different strategic priorities.

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 increase earnings per share and potentially boost the stock price.
• The agreement ensures that College Holdings' ownership remains within acceptable limits, which could impact the company's strategic decisions and regulatory compliance.

Key Dates

Keywords

Taboola, Share Repurchase, College Top Holdings, Apollo Management, Form 4, Ownership, Rule 10b-18, Regulatory Approval