Form 4: Taboola.com Ltd. (TBLA) Executes Share Repurchases from College Top Holdings, Inc.

Taboola.com Ltd. repurchased non-voting ordinary shares from College Top Holdings, Inc. in two transactions, one on June 3, 2024, and another on March 3, 2025, under a share repurchase agreement.

Summary

• Taboola.com Ltd. (TBLA) filed a Form 4 detailing changes in beneficial ownership.
• On June 3, 2024, Taboola repurchased 988,296 non-voting ordinary shares from College Top Holdings, Inc. at $4.32 per share.
• On February 24, 2025, Taboola and College Holdings entered into a Share Repurchase Agreement.
• Under the agreement, Taboola must conduct weekly repurchases of College Holdings' non-voting ordinary shares at a market-based price.
• 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 by Taboola that no such approval is required, or December 31, 2025.
• On March 3, 2025, Taboola repurchased 586,946 non-voting ordinary shares from College Holdings at $3.25 per share.
• College Holdings holds these securities on behalf of Yahoo Inc., its indirect wholly-owned subsidiary.
• Various Apollo Management entities and individuals disclaim beneficial ownership of the shares owned by College Holdings, except to the extent of any pecuniary interest.

Sentiment

Score: 6

Explanation: The document primarily describes share repurchase activity, which is generally viewed neutrally to slightly positively as it can return value to shareholders. However, the complex ownership structure and disclaimers of beneficial ownership introduce some uncertainty.

Positives

• The share repurchase program could potentially increase shareholder value by reducing the number of outstanding shares.

Risks

• The repurchase agreement is subject to termination under certain conditions, including regulatory approval or a determination by the company that such approval is not required, which could impact the continuation of the program.
• The disclaimer of beneficial ownership by Apollo Management entities and individuals could indicate a complex ownership structure with potential implications for control and governance.

Future Outlook

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

Management Comments

• Scott Kleinman, Marc Rowan and James Zelter are the managers, as well as executive officers, of Management Holdings GP.
• Each of the entities listed above, other than College Holdings, and each of Messrs. Kleinman, Rowan and Zelter, disclaims beneficial ownership of any of the Issuers ordinary shares owned of record by College Holdings, except to the extent of any pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Industry Context

Share repurchase programs are a common mechanism for companies to return capital to shareholders, particularly when they believe their stock is undervalued. This activity can be viewed in the context of Taboola's overall capital allocation strategy and its financial performance.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially in the tech sector.
• Companies like Meta (META) and Alphabet (GOOGL) have also implemented significant share repurchase programs to return capital to shareholders.
• The size and frequency of Taboola's repurchase program can be compared to those of its peers to assess its relative aggressiveness and impact on shareholder value.

Related Party Transactions

• The share repurchases from College Top Holdings, Inc., which is related to Yahoo Inc., constitute related party transactions.

Stakeholder Impact

• Shareholders may benefit from the share repurchase program through increased earnings per share and potential stock price appreciation.
• The repurchase agreement impacts College Top Holdings, Inc. and its parent company, Yahoo Inc., by providing a mechanism to divest their holdings in Taboola.

Next Steps

• Taboola will continue weekly repurchases of College Holdings' non-voting ordinary shares, subject to the terms of the Repurchase Agreement.
• The company will need to monitor regulatory requirements related to College Holdings' equity ownership.
• The company will need to determine if regulatory approval is required for College Holdings' equity ownership exceeding 25%.

Key Dates