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

Taboola.com Ltd. has repurchased 268,669 non-voting ordinary shares from College Top Holdings, Inc., an entity affiliated with Apollo Management and Yahoo, as part of an ongoing program to prevent the reporting persons' ownership from exceeding 25%.

Summary

• Taboola.com Ltd. repurchased 268,669 Non-Voting Ordinary Shares from College Top Holdings, Inc. on June 2, 2025, at a price of $3.59 per share.
• This transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, and subsequently amended on March 14, 2025.
• The primary objective of the repurchase program is to prevent the beneficial ownership of Taboola's outstanding shares by the reporting persons (a group of Apollo-affiliated entities including Yahoo Inc.) from reaching or exceeding 25%.
• The agreement mandates weekly repurchases at a market-based price, with a maximum weekly amount of up to 1/3rd of the allowable limit under SEC Rule 10b-18.
• Following this transaction, the reporting persons indirectly beneficially own 33,473,699 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.
• The Share Repurchase Agreement is set to terminate upon the earliest of regulatory approval for College Holdings to exceed 25% ownership, the company determining no such approval is required, or December 31, 2025.

Sentiment

Score: 7

Explanation: The share repurchase is a positive action for shareholders, potentially supporting share price and earnings per share. While driven by a regulatory threshold, it demonstrates proactive management of ownership structure.

Positives

• The share repurchase program can be seen as a positive for existing shareholders as it reduces the number of outstanding shares, potentially increasing earnings per share and supporting share price.
• The company is actively managing its ownership structure to comply with regulatory thresholds, demonstrating proactive corporate governance.

Negatives

• The repurchase is primarily driven by a regulatory threshold rather than purely a discretionary capital allocation strategy, which might limit its flexibility or scale compared to a typical open-market buyback program.

Risks

• Failure to obtain regulatory approval for College Holdings' equity ownership to exceed 25% could necessitate the continuation of the repurchase program or other structural adjustments.
• The termination of the repurchase agreement by December 31, 2025, could lead to changes in the ownership structure or the need for alternative arrangements if the 25% threshold remains a concern.

Future Outlook

The Share Repurchase Agreement will continue with weekly repurchases until regulatory approval is obtained for College Holdings to exceed 25% ownership, the company determines such approval is not required, or December 31, 2025, whichever comes first.

Management Comments

• "The reported sales are between the Issuer and College Top Holdings, Inc., as part of the Issuer's share repurchase program and are intended to keep the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more."
• "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 Exchange Act, or for any other purpose."

Industry Context

Taboola.com Ltd. operates in the digital advertising and content discovery industry. This transaction highlights how large institutional investors and strategic partners (like Apollo and Yahoo) manage their equity stakes in publicly traded companies, often navigating regulatory thresholds and corporate governance agreements. Share repurchases are a common capital allocation tool, but in this case, it's specifically tied to managing a significant ownership percentage.

Comparison to Industry Standards

• Share repurchase programs are a standard practice for companies to return value to shareholders or manage share count.
• The specific driver here, managing a 25% ownership threshold, is common when large institutional investors or strategic partners hold significant stakes, often to avoid certain regulatory or corporate governance implications associated with higher ownership percentages (e.g., becoming an "affiliate" or "control person" under certain regulations, or triggering specific takeover provisions).
• Adhering to Rule 10b-18 of the Securities Exchange Act of 1934, which provides a safe harbor for companies repurchasing their own stock, is a standard compliance practice for such programs, particularly the limits on daily repurchase volume.

Corporate Governance

Related Party Transactions

• The reported share repurchase is a transaction between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc., which is an indirect wholly owned subsidiary of Yahoo Inc. and part of a complex ownership structure involving various Apollo Management entities. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The share repurchase reduces the number of outstanding shares, which can be accretive to earnings per share and potentially support the stock price.
• Apollo Management Entities/Yahoo Inc.: These entities are reducing their stake in Taboola's non-voting shares, primarily to manage their overall ownership percentage below a 25% threshold, which could have regulatory or strategic implications for their investment.

Next Steps

• Taboola.com Ltd. will continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Share Repurchase Agreement.
• The repurchase program will continue until regulatory approval for College Holdings to exceed 25% ownership is obtained, the company determines such approval is not required, or December 31, 2025.

Key Dates

Keywords

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