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

Taboola.com Ltd. has repurchased 159,637 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 159,637 Non-Voting Ordinary Shares from College Top Holdings, Inc. on July 21, 2025.
• The shares were repurchased at a price of $3.60 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 at a market-based pricing formula.
• The maximum weekly repurchase amount was initially 25% of the allowable limit under Rule 10b-18, 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' ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• Following this transaction, the reporting persons indirectly beneficially own 32,153,324 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, a company determination that no such approval is required, or December 31, 2025.

Sentiment

Score: 6

Explanation: The document reports a routine transaction under a pre-existing agreement. While a share repurchase can be positive for shareholders, the specific context of managing a 25% ownership threshold for a major investor introduces a neutral element, as it's more about structural management than a direct positive financial performance indicator.

Positives

• The share repurchase program indicates a commitment by Taboola to manage its share structure and potentially enhance shareholder value by reducing the number of outstanding shares.
• The structured nature of the repurchase agreement (weekly repurchases, market-based pricing) provides predictability in managing the capital structure.

Negatives

• The necessity to repurchase shares to prevent a specific shareholder's ownership from exceeding 25% suggests potential complexities in the company's capital structure or regulatory considerations.

Risks

• The Share Repurchase Agreement's termination conditions include obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, or the company determining such approval is not required. Failure to meet these conditions or a determination that approval is required but not obtained could impact the agreement.
• The ongoing need to manage ownership thresholds could introduce administrative or strategic complexities for the company.

Future Outlook

The Share Repurchase Agreement is set to continue with weekly repurchases until the earliest of regulatory approval for College Holdings to exceed 25% ownership, a company determination that no such approval is required, or December 31, 2025. This indicates an ongoing strategy to manage the ownership percentage of the reporting persons.

Industry Context

Share repurchase programs are a common corporate finance tool used by companies to return value to shareholders, reduce share count, and manage ownership structures. The specific context here involves managing a significant shareholder's (Apollo/Yahoo) ownership percentage, which is less common but can arise from strategic investments or prior agreements.

Comparison to Industry Standards

• Share repurchase programs are a standard practice for public companies, often used to offset dilution from stock-based compensation or to return capital to shareholders.
• The use of Rule 10b-18 limits (25% of average daily trading volume) is a standard safe harbor for share repurchases to avoid market manipulation claims. The amendment to 1/3rd of the limit suggests a more aggressive repurchase pace within the safe harbor.
• Managing a 10% owner's stake to stay below a 25% threshold is a specific governance or regulatory consideration, potentially related to control thresholds or specific investment agreements, which is not a universal industry standard but rather a company-specific strategic decision.

Corporate Governance

Related Party Transactions

• The reported transaction is a share repurchase between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc.
• College Top Holdings, Inc. is affiliated with Apollo Management Holdings GP, LLC, which is a 10% owner and has director representation on Taboola's board.
• The transaction is explicitly stated to be part of a share repurchase program intended to manage the reporting persons' ownership percentage.

Stakeholder Impact

• Shareholders: The share repurchase program could lead to a reduction in outstanding shares, potentially increasing earnings per share (EPS) for existing shareholders over time. It also signals a commitment to managing the capital structure.
• Apollo/Yahoo (Reporting Persons): The transaction reduces their direct ownership percentage in Taboola, aligning with the stated goal of staying below the 25% threshold.

Next Steps

• Continued weekly repurchases of Non-Voting Ordinary Shares by Taboola from College Top Holdings, Inc. as per the Repurchase Agreement.
• Potential regulatory review or company determination regarding College Holdings' equity ownership exceeding 25%.

Key Dates

Recommendation

Keywords

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