Form 4: Taboola Repurchases Shares from Apollo-Backed College Top Holdings

Taboola.com Ltd. repurchased 201,646 non-voting ordinary shares from College Top Holdings, Inc. at $3.45 per share as part of a pre-existing share repurchase program.

Summary

• Taboola.com Ltd. executed a repurchase of 201,646 Non-Voting Ordinary Shares from College Top Holdings, Inc. on September 22, 2025.
• The shares were repurchased at a price of $3.45 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 primary purpose of the repurchase program is to prevent the Reporting Persons' ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• Following this transaction, College Top Holdings, Inc. indirectly beneficially owns 30,559,589 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.
• The repurchase agreement specifies weekly repurchases at 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 SEC Rule 10b-18.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-arranged transaction designed to manage ownership percentages and comply with regulatory thresholds. It is neutral in terms of immediate positive or negative impact on the company's operational or financial performance, reflecting an expected corporate governance action.

Positives

• The share repurchase program helps manage the ownership structure, potentially avoiding regulatory hurdles associated with exceeding a 25% ownership threshold.
• The repurchase of shares can be viewed as a mechanism to return capital to shareholders, albeit in a targeted manner to a specific entity.

Negatives

• The repurchase is driven by a need to manage ownership percentages rather than a discretionary capital allocation decision based purely on undervaluation, which might limit its broader positive signal to the market.

Risks

• The company faces a potential regulatory risk if College Holdings' equity ownership were to exceed 25%, which the current repurchase program is designed to mitigate.
• The termination of the repurchase agreement is contingent on obtaining regulatory approval for College Holdings to exceed 25% ownership or a determination that such approval is not required, introducing uncertainty regarding the program's duration.

Future Outlook

The Share Repurchase Agreement is set to terminate upon the earlier of Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, Taboola determining no such approval is required, or December 31, 2025. Weekly repurchases will continue until one of these conditions is met.

Industry Context

This filing primarily details a specific corporate governance and ownership management action rather than reflecting broader industry trends. It highlights the ongoing relationship and ownership structure involving Taboola, Yahoo, and Apollo-related entities within the digital advertising and content recommendation space.

Comparison to Industry Standards

• The use of a share repurchase program to manage ownership thresholds, particularly to stay below a significant percentage (e.g., 25%), is a common corporate governance practice, especially when dealing with large institutional investors or strategic partners like Apollo and Yahoo.
• The adherence to Rule 10b-18 limits for repurchases is standard practice for publicly traded companies to ensure compliance with safe harbor provisions against market manipulation.

Corporate Governance

Related Party Transactions

• The reported share repurchase is a transaction between Taboola.com Ltd. and College Top Holdings, Inc., which is an indirect wholly owned subsidiary of Yahoo Inc., and part of the broader Apollo Management structure. This constitutes a related party transaction due to the significant ownership and director relationships.

Stakeholder Impact

• Shareholders: The repurchase program, while targeted, contributes to managing the company's capital structure and ownership concentration, which can be viewed positively by some investors as a form of capital management.
• Apollo/Yahoo (Reporting Persons): The transaction directly impacts their beneficial ownership percentage in Taboola, ensuring compliance with the 25% threshold and potentially influencing their strategic involvement.

Next Steps

• Taboola will continue weekly repurchases of College Holdings Non-Voting Ordinary Shares as per the Repurchase Agreement.
• The company will monitor conditions for the termination of the Repurchase Agreement, including seeking or determining the need for regulatory approval regarding College Holdings' equity ownership exceeding 25%.

Key Dates

Keywords

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