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 Inc., as part of a program designed to keep the reporting persons' ownership below 25%.

Summary

• Taboola.com Ltd. (TBLA) repurchased 268,669 Non-Voting Ordinary Shares from College Top Holdings, Inc. on June 2, 2025, at a price of $3.59 per share, totaling approximately $964,509.71.
• This transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, between Taboola and College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc., an indirect wholly-owned subsidiary.
• The share repurchase program mandates weekly repurchases at a market-based pricing formula.
• The maximum weekly repurchase amount was initially set at 25% of the allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934, and later amended on March 14, 2025, to up to 1/3rd of this limit.
• The primary purpose of these repurchases is to prevent the reporting persons' (Apollo-affiliated entities and Yahoo Inc.) ownership of Taboola's outstanding shares from reaching 25% or more.
• The Repurchase Agreement is set to terminate upon the earlier of: Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, Taboola determining no such approval is required, or December 31, 2025.
• Following this transaction, the reporting persons indirectly beneficially own 33,473,699 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares of Taboola.

Sentiment

Score: 6

Explanation: The document reports a routine, pre-scheduled share repurchase transaction that is part of a strategic agreement to manage ownership percentages. While share repurchases can be positive, the primary driver here is ownership management rather than a direct signal of undervaluation, leading to a neutral to slightly positive sentiment.

Positives

• The share repurchase program indicates Taboola's commitment to managing its capital structure and potentially returning value to shareholders by reducing share count.
• The structured nature of the repurchase agreement (weekly repurchases, market-based pricing) provides predictability and adherence to regulatory guidelines (Rule 10b-18).

Risks

• The termination of the Share Repurchase Agreement is contingent on regulatory approval for College Holdings' equity ownership to exceed 25% or a determination that such approval is not required, introducing a degree of regulatory uncertainty.
• Failure to obtain or a delay in obtaining regulatory approval could impact the long-term ownership structure and strategic relationship between Taboola and the Apollo/Yahoo entities.

Future Outlook

The Share Repurchase Agreement is ongoing, with weekly repurchases planned until its termination on December 31, 2025, or earlier if regulatory conditions regarding the 25% ownership threshold are met. This indicates a continued effort to manage the ownership stake of Apollo-affiliated entities and Yahoo Inc. in Taboola.

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.

Industry Context

Share repurchase programs are a common corporate finance tool used by companies to return capital to shareholders, offset dilution, or manage ownership structures. The adherence to Rule 10b-18 indicates compliance with SEC safe harbor provisions for repurchases. The involvement of major institutional investors like Apollo and strategic partners like Yahoo highlights the importance of managing significant ownership stakes in publicly traded companies.

Comparison to Industry Standards

• The share repurchase program adheres to Rule 10b-18, a standard SEC safe harbor for issuer repurchases, which provides protection against market manipulation claims if certain conditions regarding timing, volume, price, and single broker use are met.
• The strategic objective of maintaining ownership below a 25% threshold is a common corporate governance practice, often to avoid triggering specific regulatory requirements or to maintain a certain level of independence for the company's management.

Corporate Governance

Related Party Transactions

• The share repurchase is a transaction between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc. and is indirectly controlled by Apollo Management entities. Apollo Management Holdings GP, LLC and related entities are listed as 10% owners and have director representation, making this a related party transaction.

Stakeholder Impact

• Shareholders: The ongoing share repurchase program could lead to a reduction in the number of outstanding shares, potentially increasing earnings per share over time, though the primary intent is ownership management.
• Apollo/Yahoo (College Holdings): Their stake in Taboola is being systematically reduced through these repurchases, in a controlled manner to manage their overall ownership percentage.

Next Steps

• Taboola is expected to continue weekly repurchases of College Holdings Non-Voting Ordinary Shares as per the Share Repurchase Agreement.
• The agreement will continue until December 31, 2025, or until regulatory approval is obtained for College Holdings' equity ownership to exceed 25%, or if Taboola determines such approval is not required.

Key Dates

Keywords

Taboola, TBLA, Share Repurchase, Apollo Management, Yahoo Inc., SEC Form 4, Beneficial Ownership, Insider Transaction, Rule 10b-18, Corporate Governance