Form 4: Taboola Repurchases Shares from Apollo-Backed Entity

Taboola.com Ltd. repurchased 193,776 non-voting ordinary shares from College Top Holdings, Inc. at $3.34 per share as part of a program to maintain ownership thresholds.

Summary

• Taboola.com Ltd. repurchased 193,776 Non-Voting Ordinary Shares from College Top Holdings, Inc. on September 8, 2025.
• The shares were repurchased at a price of $3.34 per share.
• This transaction is part of an ongoing share repurchase program established by an agreement on February 24, 2025, and amended on March 14, 2025.
• The program's primary purpose is to prevent the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more.
• Following the transaction, the Reporting Persons indirectly beneficially own 30,941,406 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-arranged share repurchase transaction aimed at managing ownership thresholds. It's a neutral event, neither significantly positive nor negative, but indicates active management of shareholder structure.

Positives

• The share repurchase program helps manage the ownership structure, preventing any single entity from exceeding a 25% threshold, which can be beneficial for corporate governance and market perception.
• The repurchase price of $3.34 per share provides a clear valuation for this specific transaction.

Risks

• The repurchase agreement is subject to termination if regulatory approval for College Holdings' equity ownership to exceed 25% is obtained or deemed unnecessary, or by December 31, 2025, introducing a time limit to the current ownership management strategy.

Future Outlook

The share repurchase program is set to continue weekly, with the maximum amount of shares repurchased being up to 1/3rd of the weekly allowable limit under Rule 10b-18. The program will terminate by December 31, 2025, or earlier if regulatory approval for College Holdings' ownership to exceed 25% is obtained or deemed unnecessary.

Industry Context

This filing primarily details a specific corporate governance and ownership management action rather than broader industry trends. It reflects Taboola's strategy to manage significant shareholder stakes, particularly from entities associated with Apollo and Yahoo, within regulatory and internal thresholds.

Corporate Governance

Related Party Transactions

• The share repurchase is between Taboola.com Ltd. and College Top Holdings, Inc., which is an indirect wholly owned subsidiary of Yahoo Inc.
• College Top Holdings, Inc. and Yahoo Inc. are part of a complex ownership structure involving multiple Apollo Management entities, which are also listed as Reporting Persons and have a 10% ownership stake and director representation in Taboola.com Ltd.

Stakeholder Impact

• Shareholders: The repurchase program aims to manage the concentration of ownership, which could be seen as a positive for the broader shareholder base by preventing excessive control by a single large entity. The repurchase itself reduces the number of outstanding shares, potentially increasing earnings per share for remaining shareholders, though the primary intent here is ownership management.

Next Steps

• Weekly repurchases of Non-Voting Ordinary Shares are expected to continue under the Share Repurchase Agreement.
• The company may seek or obtain regulatory approval for College Holdings' equity ownership to exceed 25%, or determine such approval is not required, which would terminate the repurchase agreement.

Key Dates

Recommendation

This Form 4 filing details a pre-arranged share repurchase transaction as part of an ongoing program to manage beneficial ownership thresholds. It is a routine corporate governance action and does not present new information that would fundamentally alter the investment thesis for Taboola.com Ltd. Therefore, a 'hold' recommendation is appropriate as this specific event does not warrant a change in investment position.

Keywords

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