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

Taboola.com Ltd. repurchased 159,637 non-voting ordinary shares from College Top Holdings, Inc., an entity affiliated with Apollo Management, for $3.60 per share as part of its share repurchase program, aimed at preventing Apollo's beneficial ownership from exceeding 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 Taboola's ongoing share repurchase program, specifically designed to prevent the beneficial ownership of the reporting persons (Apollo-affiliated entities) in Taboola from reaching or exceeding 25% of outstanding shares.
• The share repurchase program is governed by a Share Repurchase Agreement dated February 24, 2025, which mandates weekly repurchases from College Holdings at a market-based price.
• The maximum weekly repurchase amount is capped at 25% of the allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• An amendment on March 14, 2025, modified the weekly repurchase quantity to up to 1/3rd of the Rule 10b-18 limit.
• Following this transaction, the reporting persons indirectly beneficially own 32,153,324 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: The filing reports a routine transaction under a pre-existing share repurchase agreement. While the repurchase itself can be seen as positive for shareholders, the underlying reason (maintaining an ownership threshold) is a specific governance matter rather than a direct indicator of operational performance or significant new strategic direction. It's a neutral-to-slightly positive event as it executes a planned capital management activity.

Positives

• The share repurchase program indicates a commitment to managing shareholder ownership structure and potentially returning value to shareholders by reducing the share count.
• The repurchase helps maintain a specific ownership threshold for a significant investor, which could be seen as a stable governance arrangement.

Negatives

• The repurchase is driven by a need to prevent a specific ownership threshold (25%) from being crossed, rather than purely opportunistic share price considerations.
• The agreement's termination conditions, particularly the need for regulatory approval for College Holdings to exceed 25% ownership, introduce a potential future dependency.

Risks

• Failure to obtain regulatory approval for College Holdings to exceed 25% equity ownership in Taboola could impact the long-term ownership structure and the continuation of the repurchase agreement.
• The share repurchase program is tied to specific ownership thresholds, which might limit the company's flexibility in future capital management or strategic partnerships involving equity.

Future Outlook

The Share Repurchase Agreement is set to terminate upon the earliest of regulatory approval allowing College Holdings' equity ownership to exceed 25%, the company determining such approval is not required, or December 31, 2025. This indicates a defined period for the current repurchase strategy and a potential shift in ownership management depending on regulatory outcomes.

Industry Context

This transaction reflects a specific corporate governance and ownership management strategy rather than a broad industry trend. Share repurchase programs are common, but the explicit goal of maintaining a specific ownership threshold for a major investor (Apollo/Yahoo) highlights a tailored approach to managing significant stakeholder interests within the ad-tech or content recommendation industry.

Comparison to Industry Standards

• The use of a Rule 10b-18 compliant share repurchase program is a standard method for companies to buy back their own shares in the open market without violating anti-manipulation rules.
• The specific cap at 25% ownership for a major investor like Apollo/Yahoo is a unique aspect of this agreement, likely stemming from specific strategic or regulatory considerations related to their investment in Taboola. Without specific comparable agreements from other ad-tech companies or media partnerships, a direct comparison of this specific ownership management strategy is difficult.

Corporate Governance

Related Party Transactions

• The repurchase of 159,637 Non-Voting Ordinary Shares by Taboola.com Ltd. from College Top Holdings, Inc. for $3.60 per share is a related party transaction. College Top Holdings, Inc. holds securities on behalf of Yahoo Inc., its indirect wholly owned subsidiary. Apollo Management entities are involved in the ownership structure of College Top Holdings, Inc. and are the reporting persons.

Stakeholder Impact

• Shareholders: The share repurchase program can be positive for existing shareholders by reducing the number of outstanding shares, potentially increasing earnings per share and share value over time. It also clarifies the company's strategy regarding significant investor ownership.
• Apollo Management/Yahoo Inc.: The transaction directly impacts their beneficial ownership percentage in Taboola, ensuring it remains below the 25% threshold as per the agreement.

Next Steps

• Continued weekly repurchases of College Holdings Non-Voting Ordinary Shares by Taboola, subject to the terms of the Repurchase Agreement.
• Potential for Taboola to seek or determine the requirement for regulatory approval for College Holdings' equity ownership to exceed 25%.

Key Dates

Recommendation

Keywords

Taboola, TBLA, Share Repurchase, SEC Form 4, Apollo Management, College Top Holdings, Yahoo Inc., Beneficial Ownership, Rule 10b-18, Equity Management, Corporate Governance