Form 4: Taboola Repurchases Shares from Apollo-Backed College Top Holdings as Part of Strategic Buyback Program

Taboola.com Ltd. has repurchased 222,373 non-voting ordinary shares from College Top Holdings, Inc., an entity linked to Apollo and Yahoo, as part of an ongoing share repurchase agreement designed to manage significant shareholder ownership.

Summary

• Taboola.com Ltd. repurchased 222,373 Non-Voting Ordinary Shares from College Top Holdings, Inc. on June 23, 2025, at a price of $3.59 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 was initially set at 25% of the allowable limit under Rule 10b-18, and later amended on March 14, 2025, to up to 1/3rd of this limit.
• The primary purpose of these repurchases is to prevent the Reporting Persons' (Apollo-affiliated entities and Yahoo Inc.) ownership of Taboola's outstanding shares from reaching or exceeding 25% until regulatory approval is obtained or deemed unnecessary.
• The Repurchase Agreement is set to terminate upon the earlier of regulatory approval allowing College Holdings' equity ownership to exceed 25%, the Company determining such approval is not required, or December 31, 2025.
• Following this transaction, College Top Holdings, Inc. indirectly beneficially owns 32,851,500 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares of Taboola.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The transaction is part of a pre-announced share repurchase program, which is generally viewed favorably as it can reduce share count and potentially boost EPS. There are no negative surprises or adverse events reported.

Positives

• The share repurchase program demonstrates Taboola's commitment to managing its capital structure and potentially enhancing shareholder value by reducing the outstanding share count.
• The structured nature of the repurchase agreement, with weekly transactions and a clear pricing formula, provides predictability and transparency.
• The program helps manage the ownership percentage of a significant shareholder (Apollo/Yahoo), which can be beneficial for corporate governance and regulatory compliance.

Risks

• The Share Repurchase Agreement is subject to termination if regulatory approval permitting College Holdings' equity ownership in Taboola to exceed 25% is obtained, or if the Company determines such approval is not required, potentially altering the repurchase strategy.
• The agreement has a hard termination date of December 31, 2025, which means the repurchase program may not continue beyond this date if other termination conditions are not met.

Future Outlook

The Share Repurchase Agreement dictates ongoing weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. until the earlier of regulatory approval for College Holdings' ownership to exceed 25%, a determination that such approval is not required, or December 31, 2025.

Industry Context

This transaction reflects a specific capital management strategy by Taboola in relation to a significant institutional shareholder (Apollo/Yahoo). While share repurchases are common across industries, this particular program is tailored to manage a specific ownership threshold and regulatory considerations for a major investor in the digital advertising and content recommendation space.

Corporate Governance

Related Party Transactions

• The reported share repurchase is a transaction between Taboola.com Ltd. (the Issuer) and College Top Holdings, Inc., which is an indirect wholly owned subsidiary of Yahoo Inc. and part of the Apollo Management group. These entities are identified as 10% owners and have director representation, making this a clear related party transaction.

Stakeholder Impact

• Shareholders: Potential positive impact due to reduced share count, which can lead to higher earnings per share (EPS) and potentially increased share price.
• College Top Holdings, Inc. / Yahoo Inc. / Apollo: These entities are systematically reducing their non-voting stake in Taboola through a pre-arranged agreement, managing their investment exposure and ownership percentage.

Next Steps

• Taboola is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the terms of the Repurchase Agreement.
• The Company will continue to monitor regulatory requirements regarding College Holdings' equity ownership exceeding 25%.

Key Dates

Keywords

Taboola, TBLA, Share Repurchase, SEC Form 4, Insider Transaction, Apollo Management, Yahoo Inc., College Top Holdings, Beneficial Ownership, Equity Buyback, Corporate Governance