Form 4: Taboola Repurchases Shares from Apollo-Affiliated Entity

Taboola.com Ltd. repurchased 173,785 non-voting ordinary shares from College Top Holdings, an entity affiliated with Apollo and Yahoo, as part of its ongoing share repurchase program.

Summary

• Taboola.com Ltd. repurchased 173,785 Non-Voting Ordinary Shares from College Top Holdings, Inc. on September 2, 2025, at a price of $3.35 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 purpose of the 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 mandates weekly repurchases of College Holdings Non-Voting Ordinary Shares based on a market-based pricing formula.
• An amendment on March 14, 2025, modified the weekly repurchase quantity to up to 1/3rd of the allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• The 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.

Sentiment

Score: 6

Explanation: The filing details a routine, pre-planned share repurchase, which is generally a positive capital allocation strategy but does not indicate new, unexpected developments.

Positives

• The share repurchase program demonstrates a commitment to managing capital structure and potentially enhancing shareholder value by reducing the outstanding share count.
• The program helps maintain a balanced ownership structure by preventing a single entity's stake from exceeding 25% without necessary regulatory approvals.

Risks

• The Repurchase Agreement's termination is contingent on obtaining regulatory approval for College Holdings' equity ownership to exceed 25% or a determination that such approval is not required; failure to achieve this could impact future ownership structure.

Future Outlook

Weekly share repurchases are expected to continue under the existing agreement until its termination, which is scheduled for December 31, 2025, or earlier if conditions related to regulatory approval for College Holdings' equity ownership exceeding 25% are met or deemed unnecessary.

Industry Context

This transaction represents a company-specific capital allocation and ownership management strategy rather than a reflection of broader industry trends. Share repurchase programs are a common tool used by companies to return capital to shareholders and manage equity structures.

Corporate Governance

Related Party Transactions

• The share repurchase transaction occurred between Taboola.com Ltd. and College Top Holdings, Inc. College Top Holdings, Inc. holds securities on behalf of Yahoo Inc., its indirect wholly owned subsidiary. Apollo Management Holdings GP, LLC, a reporting person, is a 10% owner and has director representation, and is part of the complex ownership structure linking to College Top Holdings, Inc. and Yahoo Inc.

Stakeholder Impact

• Shareholders: The share repurchase program can reduce the number of outstanding shares, potentially increasing earnings per share and demonstrating management's confidence in the company's value.
• College Top Holdings, Inc. (and indirectly Yahoo Inc. and Apollo entities): This entity is selling shares back to Taboola as part of a pre-defined agreement, managing their ownership stake.

Next Steps

• Taboola.com Ltd. is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the terms of the Repurchase Agreement.
• The company will monitor conditions for the termination of the Repurchase Agreement, including regulatory approvals related to College Holdings' equity ownership.

Key Dates

Recommendation

The filing details a routine, pre-scheduled share repurchase from a significant shareholder, which is part of a defined capital allocation strategy to manage ownership percentages. This is an expected operational event rather than a new strategic development or a change in fundamental outlook, thus warranting a 'hold' recommendation as it does not present new information to alter an existing investment thesis.

Keywords

Taboola, TBLA, Share Repurchase, Apollo Management, Yahoo Inc., SEC Form 4, Insider Transaction, Capital Allocation, Equity Ownership