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

Taboola.com Ltd. repurchased 139,548 non-voting ordinary shares from College Top Holdings, Inc., an entity affiliated with Apollo Management and Yahoo Inc., as part of a share repurchase program designed to prevent the reporting persons' ownership from exceeding 25%.

Summary

• Taboola.com Ltd. repurchased 139,548 Non-Voting Ordinary Shares from College Top Holdings, Inc. on July 28, 2025.
• The shares were repurchased at a price of $3.45 per share.
• This transaction is part of a Share Repurchase Agreement initiated on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The primary purpose of the repurchase program is to prevent the beneficial ownership of the reporting persons (Apollo-affiliated entities and Yahoo Inc.) from reaching 25% or more of Taboola's outstanding shares.
• The Repurchase Agreement mandates weekly repurchases based on a market-based pricing formula.
• Initially, the maximum weekly repurchase amount was 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 32,013,776 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: The filing indicates a routine, pre-planned share repurchase transaction aimed at managing a major shareholder's ownership percentage. While share repurchases are generally positive for shareholders, the specific reason (avoiding a 25% threshold) introduces a neutral element related to regulatory or governance constraints rather than pure capital allocation strategy. It's a neutral to slightly positive event, reflecting ongoing corporate actions.

Positives

• The company is actively managing its share structure and ownership thresholds, indicating proactive corporate governance.
• Share repurchases can be viewed positively by investors as they reduce the number of outstanding shares, potentially increasing earnings per share and shareholder value.
• The repurchase is part of a pre-defined agreement, indicating a structured approach to capital management.

Negatives

• The necessity to repurchase shares to avoid exceeding a 25% ownership threshold suggests potential regulatory or governance constraints on a major shareholder's stake.
• The specific reason for the repurchase (avoiding 25% ownership) might limit the flexibility of the major shareholder (Apollo/Yahoo) in increasing their stake, potentially signaling a cap on their strategic involvement.

Risks

• Failure to obtain regulatory approval for College Holdings' equity ownership to exceed 25% could lead to the termination of the repurchase agreement, potentially impacting the company's share structure management.
• The ongoing share repurchase program is subject to the allowable limits under Rule 10b-18, which could restrict the pace or volume of repurchases.

Future Outlook

The Share Repurchase Agreement is set to continue with weekly repurchases until the earlier of regulatory approval for College Holdings' equity ownership to exceed 25%, a determination that no such approval is required, or December 31, 2025.

Industry Context

Share repurchase programs are a common capital allocation strategy used by companies to return value to shareholders, offset dilution, or manage share price. This specific repurchase is unique due to its explicit purpose of managing a major shareholder's ownership percentage to stay below a 25% threshold, likely due to regulatory or governance considerations tied to the significant stake held by Apollo-affiliated entities and Yahoo Inc.

Comparison to Industry Standards

• Share repurchase programs are a standard practice across industries for capital management, often used to enhance shareholder value or manage share count.
• The specific mechanism of repurchasing shares from a major shareholder to maintain an ownership threshold (e.g., below 25%) is less common as a primary driver for a repurchase program, though large institutional investors often have agreements that cap their ownership or require regulatory approvals beyond certain thresholds.
• Rule 10b-18 limits on daily repurchase volume are standard for all public companies conducting buybacks, ensuring orderly market transactions.

Corporate Governance

Related Party Transactions

• The reported sales are between Taboola.com Ltd. and College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc., its indirect wholly owned subsidiary. College Top Holdings, Inc. and its parent entities (including various Apollo Management entities) are also reporting persons and 10% owners of Taboola, making this a related party transaction.

Stakeholder Impact

• Shareholders: The share repurchase program can be beneficial by reducing the number of outstanding shares, potentially increasing earnings per share and share value. It also signals active capital management.
• Major Shareholders (Apollo/Yahoo): The repurchase helps them maintain their ownership below a 25% threshold, which might be a regulatory or strategic requirement, but also caps their potential direct ownership increase.

Next Steps

• Continued weekly repurchases of Non-Voting Ordinary Shares by Taboola from College Top Holdings, Inc.
• Potential termination of the Share Repurchase Agreement upon regulatory approval for College Holdings' equity ownership to exceed 25%, or a determination that such approval is not required, or by December 31, 2025.

Key Dates

Recommendation

The filing details a routine, pre-planned share repurchase from a major shareholder, Apollo-affiliated College Top Holdings, Inc., aimed at maintaining their ownership below a 25% threshold. While share repurchases are generally positive for shareholder value, this specific transaction is driven by a governance/regulatory constraint rather than a discretionary capital allocation decision based on undervaluation. It does not present new information that would significantly alter the fundamental investment thesis for Taboola, nor does it suggest a strong buy or sell signal beyond the ongoing, expected execution of a previously disclosed agreement. Therefore, a 'hold' recommendation is appropriate as investors should continue to monitor Taboola's broader financial performance and strategic initiatives.

Keywords

Taboola, TBLA, Share Repurchase, SEC Form 4, Apollo Management, Yahoo Inc., Beneficial Ownership, Corporate Governance, Rule 10b-18, Non-Voting Shares, Equity Management