Form 4: Taboola Repurchases Shares from Apollo-Affiliated Entity

Taboola.com Ltd. repurchased 201,646 non-voting ordinary shares from College Top Holdings, Inc., an entity affiliated with Apollo Management, for $3.45 per share as part of its ongoing share repurchase program.

Summary

• Taboola.com Ltd. repurchased 201,646 Non-Voting Ordinary Shares from College Top Holdings, Inc. on September 22, 2025.
• The repurchase price for these shares was $3.45 per share.
• This transaction is part of a Share Repurchase Agreement established on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The primary purpose of the repurchase program is to prevent the Reporting Persons' (Apollo-affiliated entities) ownership of Taboola's outstanding shares from reaching 25% or more.
• An amendment on March 14, 2025, modified the weekly repurchase quantity to up to 1/3rd of the allowable limit under SEC Rule 10b-18.
• The Repurchase Agreement is scheduled to terminate on December 31, 2025, or earlier if specific regulatory conditions regarding College Holdings' equity ownership are met.
• Following this transaction, Apollo-affiliated entities indirectly beneficially own 30,559,589 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 7

Explanation: The share repurchase is a positive action, returning value to shareholders and potentially boosting EPS. However, the primary driver is to manage a significant shareholder's ownership percentage below a 25% threshold, rather than purely opportunistic market conditions, which slightly tempers the positive sentiment.

Positives

• The share repurchase program indicates management's belief that the stock may be undervalued.
• Reducing the number of outstanding shares can increase earnings per share for remaining shareholders, potentially enhancing shareholder value.

Negatives

• The repurchase is primarily driven by the need to manage ownership thresholds, rather than purely opportunistic market conditions, which could suggest a constraint on capital allocation strategy.

Risks

• Failure to obtain regulatory approval or determine that such approval is not required could impact the termination conditions of the repurchase agreement.
• The ongoing requirement to manage ownership percentages below a 25% threshold could limit strategic flexibility for both Taboola and the Apollo-affiliated entities in the future.

Future Outlook

The share repurchase program is expected to continue weekly until December 31, 2025, or until specific regulatory conditions regarding College Holdings' equity ownership exceeding 25% are met or determined not to be required.

Management Comments

• The reported sales are 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

Share repurchase programs are a common capital allocation strategy used by companies to return value to shareholders and can signal management's confidence in the company's valuation. The specific context here involves managing a significant shareholder's ownership percentage, which is less common as a primary driver for repurchases, highlighting a unique governance aspect.

Comparison to Industry Standards

• The repurchase program adheres to Rule 10b-18 of the Securities Exchange Act of 1934, which provides a safe harbor for companies repurchasing their own stock, indicating compliance with regulatory standards for such activities.

Corporate Governance

Related Party Transactions

• Repurchase of 201,646 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity affiliated with Apollo Management Holdings GP, LLC, which is a 10% owner and has director representation on Taboola's board.

Stakeholder Impact

• Shareholders: Potential increase in earnings per share and return of capital through the repurchase program.
• Apollo-affiliated entities (College Top Holdings, Inc.): Reduction in direct shareholding, strategically managing their overall ownership percentage in Taboola.
• Company (Taboola): Manages its ownership structure and potentially enhances shareholder value by reducing share count.

Next Steps

• Weekly repurchases of Non-Voting Ordinary Shares are expected to continue under the Repurchase Agreement until its termination.
• The company will continue to monitor regulatory approvals related to College Holdings' equity ownership exceeding 25%.

Key Dates

Recommendation

This Form 4 details a routine share repurchase transaction under a pre-existing agreement designed to manage a significant shareholder's ownership threshold. While share repurchases are generally positive, this specific transaction is not indicative of new strategic direction or significant operational changes that would warrant a change in investment recommendation. It confirms ongoing capital management and adherence to governance structures, suggesting a 'hold' position is appropriate based solely on this filing.

Keywords

Taboola, TBLA, share repurchase, Apollo Management, Yahoo Inc., beneficial ownership, SEC Form 4, non-voting shares, Rule 10b-18