Form 4: Taboola.com Repurchases Shares from Apollo-Affiliated Entity to Maintain Ownership Threshold

Taboola.com Ltd. has repurchased 657,141 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity affiliated with Apollo Management and Yahoo, as part of a program designed to prevent the reporting persons' ownership from exceeding 25%.

Summary

• Taboola.com Ltd. repurchased 657,141 Non-Voting Ordinary Shares from College Top Holdings, Inc. on May 27, 2025.
• The shares were repurchased at a price of $3.43 per share.
• This transaction is part of a Share Repurchase Agreement initiated on February 24, 2025, between Taboola and College Holdings.
• The agreement mandates weekly repurchases of Non-Voting Ordinary Shares at a market-based price.
• The maximum weekly repurchase amount was initially 25% of the Rule 10b-18 allowable limit, later amended to up to 1/3rd of this limit on March 14, 2025.
• The primary purpose of the repurchase program is to prevent the reporting persons' (Apollo-affiliated entities including Yahoo) ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• The Share Repurchase Agreement is set to terminate upon the earlier of regulatory approval allowing College Holdings' equity ownership to exceed 25%, a company determination that such approval is not required, or December 31, 2025.
• Following this transaction, the reporting persons indirectly beneficially own 33,742,368 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 7

Explanation: The transaction is a planned share repurchase, which can be viewed positively as it demonstrates active management of the capital structure and a commitment to maintaining specific ownership thresholds, potentially benefiting existing shareholders by preventing dilution from a major investor's stake increasing beyond a certain point. The price of $3.43 per share is a factual transaction price, not an indicator of market sentiment itself, but the repurchase itself is generally seen as a neutral to positive action.

Positives

• The share repurchase program indicates a proactive approach by Taboola.com to manage its ownership structure and potentially prevent dilution for other shareholders by keeping a major investor's stake below a certain threshold.
• The repurchase at $3.43 per share provides liquidity for a portion of College Top Holdings, Inc.'s (and indirectly Yahoo/Apollo's) holdings.

Negatives

• The necessity for a repurchase program to manage a 25% ownership threshold suggests potential regulatory or structural complexities related to a major shareholder's stake.

Risks

• The Share Repurchase Agreement's termination is contingent on obtaining regulatory approval for College Holdings' equity ownership to exceed 25% or a determination that such approval is not required; failure to meet these conditions by December 31, 2025, would terminate the agreement.

Future Outlook

The Share Repurchase Agreement is designed to manage the reporting persons' ownership percentage in Taboola.com, with its termination contingent on future regulatory approvals or determinations regarding the 25% ownership threshold, or by December 31, 2025.

Industry Context

This transaction highlights the ongoing strategic relationship between Taboola.com, a digital advertising and content discovery platform, and its significant investor, Apollo Management, which also controls Yahoo Inc. The repurchase program suggests a careful management of ownership stakes, possibly due to regulatory considerations or strategic alignment, common in complex investment structures involving large institutional investors in the ad-tech space.

Comparison to Industry Standards

• Share repurchase programs are a common corporate finance tool used by companies to return capital to shareholders, manage share count, or, as in this case, manage specific ownership thresholds.
• The 10b-18 rule provides a safe harbor for companies repurchasing their own stock, and adherence to its limits (like the 25% daily trading volume limit) is standard practice to avoid market manipulation claims.
• The complexity of the ownership structure involving multiple Apollo entities and Yahoo Inc. is typical for large private equity investments in public companies, where various funds and holding companies are used for investment vehicles.

Corporate Governance

Related Party Transactions

• The reported transaction is a share repurchase between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc., which is an indirect wholly-owned subsidiary of Yahoo Inc., and ultimately controlled by various Apollo Management entities. These entities are also listed as 10% owners and have director representation on Taboola's board, making this a related party transaction.

Stakeholder Impact

• Shareholders: The repurchase program aims to manage the ownership percentage of a major investor, which could be seen as a positive for other shareholders by preventing potential dilution or maintaining a balanced ownership structure. The repurchase itself reduces the number of shares outstanding, which can be accretive to earnings per share for remaining shareholders.
• Apollo/Yahoo: The transaction provides liquidity for a portion of their Non-Voting Ordinary Shares in Taboola.

Next Steps

• Continued weekly repurchases of Non-Voting Ordinary Shares by Taboola.com from College Holdings as per the Share Repurchase Agreement.
• Taboola.com seeking or determining the requirement for regulatory approval for College Holdings' equity ownership to exceed 25%.
• The Share Repurchase Agreement will terminate upon the earliest of specific conditions being met or December 31, 2025.

Key Dates

Recommendation

Keywords

Taboola.com, TBLA, Apollo Management, Yahoo Inc., Share Repurchase, SEC Form 4, Beneficial Ownership, Non-Voting Ordinary Shares, Rule 10b-18, Corporate Governance, Investment Management