Form 4: Taboola Repurchases Shares from Apollo-Backed College Holdings to Maintain Ownership Threshold

Taboola.com Ltd. has repurchased 194,353 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity linked to Apollo and Yahoo, as part of an ongoing program to keep the reporting persons' ownership below 25%.

Summary

• Taboola.com Ltd. repurchased 194,353 Non-Voting Ordinary Shares from College Top Holdings, Inc. on July 7, 2025, at a price of $3.66 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 agreement mandates weekly repurchases of College Holdings' Non-Voting Ordinary Shares based on a market-based pricing formula.
• The maximum weekly repurchase amount is set at up to 1/3rd of the allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934, as amended, following an amendment on March 14, 2025.
• The primary purpose of these repurchases is to prevent the reporting persons' (including Apollo and Yahoo entities) ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• The Share Repurchase Agreement is set to terminate upon the earliest of: Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, Taboola determining such approval is not required, or December 31, 2025.
• Following this transaction, the reporting persons beneficially own 32,498,091 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares indirectly.

Sentiment

Score: 7

Explanation: The document reports a routine share repurchase as part of a pre-defined program aimed at managing ownership thresholds. This is generally viewed as a neutral to slightly positive event, indicating disciplined capital management and strategic shareholder relations, without revealing any negative surprises.

Positives

• The share repurchase program demonstrates Taboola's commitment to managing its capital structure and shareholder base.
• Repurchasing shares can reduce the number of outstanding shares, potentially increasing earnings per share (EPS) for existing shareholders.
• The structured repurchase program, tied to Rule 10b-18 limits, indicates a disciplined approach to capital allocation.
• Maintaining the reporting persons' ownership below 25% may help Taboola avoid certain regulatory complexities or requirements associated with higher ownership thresholds.

Negatives

• No direct negatives are apparent from this specific transaction, as it is part of a pre-defined agreement.

Risks

• The termination of the Share Repurchase Agreement is contingent on regulatory approval for College Holdings' equity ownership to exceed 25% or a determination that such approval is not required; failure to meet these conditions by December 31, 2025, would terminate the agreement.
• The ongoing nature of the repurchase program means continued capital outflow for share buybacks, which could impact liquidity if not managed effectively.

Future Outlook

The Share Repurchase Agreement is ongoing, with weekly repurchases expected to continue until its termination on December 31, 2025, or earlier if regulatory conditions regarding College Holdings' equity ownership exceeding 25% are met or deemed unnecessary.

Management Comments

• The reported sales are between Taboola and College Top Holdings, Inc., as part of Taboola'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 corporate finance strategy used by companies to return value to shareholders, reduce share count, and manage ownership structures. The specific context here involves a large institutional investor (Apollo/Yahoo) and managing their stake to avoid certain regulatory thresholds, which is a strategic consideration for companies with significant institutional backing.

Comparison to Industry Standards

• This transaction is a specific share repurchase from a related party as part of a pre-defined agreement, rather than a general open-market buyback program or a financial performance metric.
• Direct comparisons to industry-wide share repurchase trends or specific company buyback programs would require more detailed information on Taboola's overall capital allocation strategy and market conditions, which are not provided in this Form 4 filing.
• The adherence to Rule 10b-18 limits for weekly repurchases is a standard practice for companies conducting buybacks to ensure compliance with safe harbor provisions against market manipulation.

Corporate Governance

Related Party Transactions

• The share repurchase transaction is between Taboola.com Ltd. and College Top Holdings, Inc., which is an indirect wholly-owned subsidiary of Yahoo Inc. and ultimately controlled by various Apollo entities. These entities are listed as 10% owners and have director representation, making this a related-party transaction.

Stakeholder Impact

• Shareholders: Potential positive impact due to reduced share count and potential EPS accretion from the ongoing repurchase program.
• College Top Holdings, Inc. (and its ultimate beneficial owners, Apollo and Yahoo): Engaged in a structured sale of shares to manage their ownership percentage in Taboola.
• Regulatory Bodies: The repurchase program is designed to manage ownership levels to potentially avoid certain regulatory thresholds, indicating proactive compliance.

Next Steps

• Taboola is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Share Repurchase Agreement.
• The Share Repurchase Agreement will continue until December 31, 2025, or until regulatory conditions regarding the 25% ownership threshold are met or deemed unnecessary.

Key Dates

Recommendation

Keywords

Taboola, TBLA, Share Repurchase, Stock Buyback, SEC Form 4, Beneficial Ownership, Apollo, Yahoo, Non-Voting Shares, Capital Management, Rule 10b-18