Form 4: Taboola Repurchases Shares from Apollo-Affiliated Entity

Taboola.com Ltd. repurchased 123,828 Non-Voting Ordinary Shares from College Top Holdings, Inc. at $3.24 per share as part of a program to manage ownership thresholds.

Summary

• Taboola.com Ltd. repurchased 123,828 Non-Voting Ordinary Shares from College Top Holdings, Inc. on August 4, 2025.
• The shares were repurchased at a price of $3.24 per share, totaling approximately $401,682.72.
• The transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, and amended on March 14, 2025.
• The purpose of the repurchase program is to prevent the Reporting Persons' (Apollo-affiliated entities including Yahoo Inc.) ownership of Taboola's outstanding shares from reaching 25% or more.
• The maximum weekly repurchase amount is up to 1/3rd of the applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• The Repurchase Agreement terminates upon the earlier of regulatory approval for College Holdings' equity ownership to exceed 25%, a company determination that no such approval is required, or December 31, 2025.
• Following the reported transaction, indirect beneficial ownership includes 31,889,948 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: The filing details a planned share repurchase from a significant shareholder to manage ownership thresholds, which is a neutral to slightly positive corporate action. It indicates active capital management and a structured approach to investor relations.

Positives

• The share repurchase program demonstrates active capital management by Taboola.com Ltd.
• The program aims to prevent a single entity's ownership from exceeding 25%, which can maintain broader shareholder distribution and governance balance.
• Repurchases can be a signal of management's confidence in the company's valuation and future prospects.

Risks

• The repurchase agreement is contingent on regulatory approval regarding College Holdings' equity ownership exceeding 25%, or a determination that such approval is not required.
• The termination of the repurchase agreement by December 31, 2025, could lead to changes in ownership structure if the 25% threshold is not addressed by then.

Future Outlook

The share repurchase program is ongoing, with weekly repurchases planned until December 31, 2025, or until regulatory approval is obtained for College Holdings' equity ownership to exceed 25%, or if it's determined no such approval is required.

Industry Context

This transaction reflects a specific capital management strategy by Taboola, a company operating in the digital content recommendation and advertising technology sector. It highlights the ongoing relationship and ownership management with a significant institutional investor like Apollo, which also controls Yahoo Inc., a major player in digital media.

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 Apollo Management Holdings GP, LLC group, a 10% owner and director of Taboola.

Stakeholder Impact

• Shareholders: Potential positive impact due to reduced share count and proactive management of a significant shareholder's stake, which can support share price stability.
• College Top Holdings/Yahoo/Apollo: Engaged in a planned divestment of shares to manage their ownership percentage in Taboola, aligning with pre-agreed terms.

Next Steps

• Continued weekly repurchases of Non-Voting Ordinary Shares from College Holdings, Inc. as per the Repurchase Agreement.
• Potential regulatory approval process regarding College Holdings' equity ownership exceeding 25%.

Key Dates

Recommendation

The filing is a Form 4, primarily disclosing an insider transaction as part of a pre-existing share repurchase program. While the repurchase itself can be seen as a positive signal of capital management and confidence, it does not provide sufficient new financial or strategic information to warrant a change in a broader investment thesis. The transaction is expected and part of a defined plan to manage a significant shareholder's stake.

Keywords

Taboola, TBLA, Share Repurchase, Apollo, Yahoo, SEC Form 4, Insider Transaction, Equity Ownership, Corporate Governance