Form 4: Taboola Repurchases Shares from Apollo-Backed Yahoo Entity

Taboola.com Ltd. repurchased 218,310 non-voting ordinary shares from College Top Holdings, Inc., an entity associated with Yahoo Inc. and Apollo, as part of its ongoing share repurchase program.

Summary

• Taboola.com Ltd. executed a share repurchase on August 25, 2025, acquiring 218,310 Non-Voting Ordinary Shares from College Top Holdings, Inc. at a price of $3.28 per share.
• This transaction is part of a Share Repurchase Agreement initiated on February 24, 2025, between Taboola and College Holdings.
• The agreement mandates weekly repurchases of Non-Voting Ordinary Shares from College Holdings, with the purchase price determined by a market-based 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' (Apollo-affiliated entities, including Yahoo Inc.) ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• The Repurchase Agreement is set to terminate upon the earliest of regulatory approval for College Holdings to exceed 25% ownership, Taboola determining such approval is not required, or December 31, 2025.

Sentiment

Score: 7

Explanation: The filing reports a routine, pre-planned share repurchase as part of a strategic agreement to manage ownership percentages. This is generally a positive sign of capital management and shareholder value return, though the specific context of managing a 10% owner's stake adds a layer of corporate governance strategy rather than pure financial performance. No significant negative surprises are present, but it's not a major growth catalyst either.

Positives

• The share repurchase program indicates management's confidence in the company's valuation, as it is buying back its own shares.
• Repurchasing shares can reduce the number of outstanding shares, potentially increasing earnings per share (EPS) for remaining shareholders.
• The structured nature of the repurchase agreement (weekly, Rule 10b-18 limits) suggests a disciplined approach to capital allocation.

Negatives

• The sale by College Top Holdings, Inc. (an Apollo-backed entity) could be perceived as a reduction in their direct stake, although the context clarifies it's part of a structured program to manage ownership percentage.
• The transaction date of August 25, 2025, is in the future, which is unusual for a Form 4 filing that typically reports past events. This could indicate a forward-looking reporting or a clerical error in the date.

Risks

• The termination of the Repurchase Agreement is tied to regulatory approval regarding College Holdings' equity ownership exceeding 25%, or a determination that such approval is not required. Uncertainty around regulatory outcomes could impact the program's continuation.
• The ongoing share repurchases, while beneficial for EPS, consume capital that could otherwise be used for growth initiatives, debt reduction, or other strategic investments.

Future Outlook

The Share Repurchase Agreement is set to continue weekly repurchases until regulatory conditions regarding College Holdings' ownership percentage are met or until December 31, 2025, whichever comes first. This indicates a planned, ongoing program to manage the ownership structure.

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.
• Scott Kleinman, Marc Rowan, and James Zelter, managers and executive officers of Apollo Management Holdings GP, LLC, disclaim beneficial ownership of Taboola's ordinary shares owned by College Holdings, except to the extent of any pecuniary interest.

Industry Context

Share repurchase programs are common in the technology and media industry, often used by mature companies to return value to shareholders or manage capital structure. The specific context here, managing a 10% owner's stake to stay below a 25% threshold, suggests a strategic move related to corporate control or regulatory compliance, possibly stemming from a prior investment or merger (e.g., the Yahoo partnership).

Comparison to Industry Standards

• The use of Rule 10b-18 limits for share repurchases is a standard practice to ensure compliance with safe harbor provisions against market manipulation. Many public companies, such as Apple (AAPL) or Microsoft (MSFT), conduct large-scale buybacks adhering to these rules.
• Managing a significant shareholder's stake to stay below a specific percentage (e.g., 25%) is a common corporate governance strategy, often to avoid triggering certain regulatory thresholds, change of control provisions, or to maintain a desired ownership balance. For example, in some jurisdictions, exceeding 25% or 30% ownership can trigger mandatory takeover bid rules or require specific regulatory approvals.

Corporate Governance

Related Party Transactions

• The share repurchase is a transaction between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc., which is part of a complex ownership structure involving Yahoo Inc. and multiple Apollo Management entities. These entities are also listed as 10% owners and have director relationships with Taboola, making this a related-party transaction.

Stakeholder Impact

• Shareholders: The repurchase program can be positive for existing shareholders by reducing share count and potentially increasing EPS. It also signals prudent capital management.
• Apollo/Yahoo (Reporting Persons): The structured sale allows them to manage their ownership stake in Taboola, potentially optimizing their investment while adhering to specific ownership thresholds.

Next Steps

• Taboola.com Ltd. is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Repurchase Agreement.
• The Repurchase Agreement will continue until regulatory conditions regarding College Holdings' equity ownership are met or until December 31, 2025.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-planned share repurchase by Taboola.com Ltd. from a related entity (College Top Holdings, Inc., linked to Apollo and Yahoo) as part of an ongoing program to manage ownership percentages. The transaction itself is not indicative of new financial performance or strategic shifts, but rather the execution of an existing corporate governance strategy. While share repurchases can be a positive signal for capital allocation and shareholder value, this specific filing does not present new information that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate, as the filing confirms an expected action without providing catalysts for significant upside or downside.

Keywords

Taboola.com Ltd., TBLA, Share Repurchase, SEC Form 4, Beneficial Ownership, Apollo Management, Yahoo Inc., Rule 10b-18, Non-Voting Ordinary Shares, Insider Transaction