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

Taboola.com Ltd. has repurchased 185,130 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity affiliated with Apollo Management, as part of an ongoing share repurchase program designed to keep the reporting persons' ownership below 25%.

Summary

• Taboola.com Ltd. repurchased 185,130 Non-Voting Ordinary Shares from College Top Holdings, Inc. on July 14, 2025.
• The shares were repurchased at a price of $3.68 per share.
• This transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The agreement mandates weekly repurchases of Non-Voting Ordinary Shares at 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, as amended by an amendment on March 14, 2025.
• The primary purpose of these repurchases is to prevent the reporting persons' 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 determination that no such approval is required, or December 31, 2025.
• Following this transaction, the reporting persons beneficially own 32,312,961 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: The document reports a routine, pre-planned share repurchase transaction aimed at managing ownership thresholds. While the repurchase itself can be seen as a positive for shareholders (reducing share count), the underlying reason (preventing ownership from exceeding 25%) suggests a constraint or strategic limitation rather than a purely opportunistic buyback. The transaction is neutral in terms of new positive or negative news, as it's part of an ongoing program.

Positives

• The company is actively managing its share structure and ownership thresholds through a structured repurchase program.
• The repurchase program indicates a commitment to maintaining specific ownership percentages, which can be a sign of strategic planning.
• Share repurchases can reduce the number of outstanding shares, potentially increasing earnings per share for existing shareholders.

Negatives

• The repurchase is specifically to prevent ownership from reaching 25% or more, which might imply a regulatory or strategic constraint on the investor's stake.
• The termination condition related to regulatory approval for exceeding 25% ownership suggests potential limitations on future investment or control by the Apollo-affiliated entities.

Risks

• The ongoing share repurchase program is tied to regulatory approval regarding College Holdings' equity ownership exceeding 25%, which could impact the program's duration or the investor's stake if approval is not obtained or deemed unnecessary.

Future Outlook

The Share Repurchase Agreement is ongoing, with weekly repurchases planned until the earlier of regulatory approval for College Holdings' ownership to exceed 25%, a determination that such approval is not required, or December 31, 2025.

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

This transaction reflects a common practice in corporate finance where companies manage their capital structure and significant shareholder stakes. Share repurchases can be used for various reasons, including returning capital to shareholders, offsetting dilution, or, as in this case, managing ownership thresholds, potentially due to regulatory or strategic considerations related to a large investor like Apollo/Yahoo.

Comparison to Industry Standards

• The use of Rule 10b-18 limits for share repurchases is a standard practice for companies conducting buyback programs, ensuring compliance with safe harbor provisions against market manipulation.
• The specific cap of 1/3rd of the weekly allowable Rule 10b-18 limit is a common adjustment to repurchase programs, often to manage market impact or liquidity.
• Large institutional investors like Apollo often have complex ownership structures involving multiple entities, as detailed in the filing, which is typical for private equity and asset management firms.

Corporate Governance

Related Party Transactions

• The 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 broader Apollo Management structure, which also has a 10% owner and director relationship with Taboola. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The repurchase reduces the number of shares held by a significant institutional investor, potentially increasing the proportional ownership of other shareholders. It also signals active management of the share structure.
• Apollo-affiliated entities (College Top Holdings, Yahoo Inc., etc.): Their ownership stake is being managed to stay below a 25% threshold, which could impact their strategic influence or future investment decisions in Taboola.

Next Steps

• Taboola.com Ltd. will continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Repurchase Agreement.
• The Repurchase Agreement will continue until regulatory approval is obtained for College Holdings' equity ownership to exceed 25%, or it is determined no such approval is required, or December 31, 2025, whichever comes first.

Key Dates

Keywords

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