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

Taboola.com Ltd. repurchased 159,056 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity affiliated with Apollo, as part of an ongoing share repurchase program designed to keep Apollo's ownership below 25%.

Summary

• Taboola.com Ltd. repurchased 159,056 Non-Voting Ordinary Shares from College Top Holdings, Inc. on June 30, 2025.
• The shares were repurchased at a price of $3.62 per share.
• This transaction is part of an ongoing share repurchase program established by an agreement dated February 24, 2025, and amended on March 14, 2025.
• The program's purpose is to prevent the reporting persons' (Apollo-affiliated entities) ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• The repurchase agreement mandates weekly repurchases based on a market-based pricing formula.
• The maximum weekly repurchase amount is capped at 1/3rd of the allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• The agreement terminates upon the earlier of Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, Taboola determining such approval is not required, or December 31, 2025.
• Following this transaction, Apollo-affiliated entities indirectly beneficially own 32,692,444 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 7

Explanation: The document details a routine, pre-planned share repurchase as part of a strategic agreement to manage a significant shareholder's stake. This indicates proactive capital management and adherence to regulatory thresholds, which is generally positive for corporate stability, though it's not a growth-oriented announcement.

Positives

• The share repurchase program indicates Taboola's commitment to managing its capital structure and potentially returning value to shareholders by reducing share count from a specific holder.
• The structured repurchase mechanism provides clarity on the ongoing management of a significant shareholder's stake.

Negatives

• The need to manage a specific shareholder's ownership percentage due to regulatory or internal thresholds could imply complexities in capital structure or governance.

Risks

• Failure to obtain regulatory approval for College Holdings' equity ownership to exceed 25% could impact future capital structure flexibility.
• The ongoing share repurchase program is subject to the terms of the Repurchase Agreement, which could be affected by market conditions or regulatory changes.

Future Outlook

The share repurchase agreement is set to continue with weekly repurchases until December 31, 2025, or earlier if Taboola obtains regulatory approval for College Holdings' equity ownership to exceed 25% or determines such approval is not required.

Industry Context

Share repurchase programs are a common capital allocation strategy used by companies to return value to shareholders, manage share count, or prevent dilution. This specific repurchase is notable for its explicit purpose of managing a significant shareholder's ownership percentage, which can be a strategic move related to corporate control or regulatory compliance.

Comparison to Industry Standards

• This is a specific transaction related to a strategic share repurchase program designed to manage a significant shareholder's stake. Direct comparisons to specific companies or projects are not provided in the document.
• Share repurchase programs are a standard practice across various industries for capital management.
• The 25% ownership threshold and Rule 10b-18 compliance are standard regulatory considerations for such programs.

Corporate Governance

Related Party Transactions

• The reported share repurchase is a transaction between Taboola.com Ltd. and College Top Holdings, Inc., which is an indirect wholly-owned subsidiary of Yahoo Inc., and part of the Apollo Management structure, making it a related party transaction.

Stakeholder Impact

• Shareholders: The repurchase program aims to manage the ownership structure, potentially stabilizing the share base and preventing dilution from a large holder exceeding certain thresholds. It also signifies a structured approach to capital management.

Next Steps

• Taboola.com Ltd. will continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc.
• The repurchase program will continue until December 31, 2025, or until Taboola obtains regulatory approval for College Holdings' equity ownership to exceed 25%, or determines such approval is not required.

Key Dates

Recommendation

Keywords

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