Form 4: Taboola Repurchases Shares from Apollo-Backed Entity

Taboola.com Ltd. repurchased 177,198 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity associated with Apollo and Yahoo, as part of its ongoing share repurchase program.

Summary

• Taboola.com Ltd. repurchased 177,198 Non-Voting Ordinary Shares from College Top Holdings, Inc. on October 6, 2025.
• The shares were repurchased at a price of $3.38 per share.
• This transaction is part of a Share Repurchase Agreement initiated on February 24, 2025, and amended on March 14, 2025.
• The agreement mandates weekly repurchases of Non-Voting Ordinary Shares at a market-based price.
• The maximum weekly repurchase amount was initially 25% of the Rule 10b-18 allowable limit, later amended to up to 1/3rd of the limit.
• The repurchase program aims to prevent the Reporting Persons' ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• Following this transaction, the Reporting Persons indirectly beneficially own 30,223,935 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 7

Explanation: The filing indicates a pre-planned share repurchase, which is generally positive for shareholders as it can signal management confidence and return capital. The specific nature of the repurchase from a major investor (Apollo/Yahoo) to manage ownership thresholds is a neutral to slightly positive governance move. No negative surprises are present.

Positives

• Ongoing share repurchase program indicates management's confidence in the company's valuation and commitment to returning value to shareholders.
• The repurchase helps manage the ownership percentage of a significant shareholder (Apollo/Yahoo), potentially avoiding regulatory thresholds.

Negatives

• The repurchase is from a specific entity (College Top Holdings, Inc.), not an open market buyback, which might limit broader market impact.
• The termination conditions for the repurchase agreement (regulatory approval or determination of no approval needed for exceeding 25% ownership) introduce some uncertainty regarding the program's duration.

Risks

• The repurchase program is subject to termination if regulatory approval is obtained for College Holdings' equity ownership to exceed 25% or if the company determines such approval is not required, or by December 31, 2025.
• The complex ownership structure involving multiple Apollo entities and Yahoo Inc. could lead to intricate governance considerations.

Future Outlook

The Share Repurchase Agreement is set to continue weekly repurchases until regulatory approval is obtained for College Holdings' equity ownership to exceed 25%, or if such approval is deemed unnecessary, or until December 31, 2025.

Management Comments

• The reported sales are between the Issuer and College Top Holdings, Inc., as part of the Issuer's share repurchase program and are intended to keep the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more.
• Each of the entities listed above, other than College Holdings, and each of Messrs. Kleinman, Rowan and Zelter, disclaims beneficial ownership of any of the Issuers ordinary shares owned of record by College Holdings, except to the extent of any pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

Industry Context

Share repurchase programs are common strategies for companies to return value to shareholders, reduce share count, and potentially boost EPS. The involvement of a major investment firm like Apollo and a tech giant like Yahoo suggests strategic alignment and management of their investment in Taboola. The 25% ownership threshold mentioned implies regulatory or governance considerations related to significant shareholders.

Comparison to Industry Standards

• Share repurchase programs are a standard capital allocation strategy, often seen in mature companies or those with strong cash flow.
• The use of Rule 10b-18 limits for repurchases is a common practice to ensure compliance with safe harbor provisions against market manipulation.
• The specific repurchase from a major institutional shareholder (Apollo/Yahoo) is less common than open market repurchases but can be used to manage strategic investor stakes or facilitate exits.

Corporate Governance

Related Party Transactions

• The share repurchase is a transaction between Taboola.com Ltd. and College Top Holdings, Inc., which is part of a complex ownership structure involving Apollo Management Holdings GP, LLC and Yahoo Inc., all of whom are considered Reporting Persons and 10% owners.

Stakeholder Impact

• Shareholders: The repurchase program can be seen as a positive signal, potentially increasing earnings per share and share value by reducing the outstanding share count.
• Apollo/Yahoo (Reporting Persons): The transaction reduces their stake in Taboola, managing their ownership percentage below a 25% threshold, which could have regulatory implications.

Next Steps

• Taboola.com Ltd. is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc.
• The repurchase program will continue until regulatory approval for College Holdings' equity ownership to exceed 25% is obtained, or if such approval is deemed unnecessary, or until December 31, 2025.

Key Dates

Recommendation

The filing details a pre-arranged share repurchase from a major institutional investor (Apollo/Yahoo) as part of a strategy to manage ownership thresholds. While share repurchases are generally positive, this specific transaction is not an open market buyback that would signal broad market confidence. It's a structured transaction to manage a specific investor's stake. There are no new fundamental insights into Taboola's operational performance or strategic direction. Therefore, a 'hold' recommendation is appropriate, awaiting further operational or financial updates.

Keywords

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