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

Taboola.com Ltd. repurchased 173,785 non-voting ordinary shares from College Top Holdings, Inc., an entity associated with Apollo and Yahoo, at $3.35 per share as part of a pre-arranged share repurchase program.

Summary

• Taboola.com Ltd. repurchased 173,785 Non-Voting Ordinary Shares from College Top Holdings, Inc. on September 2, 2025.
• The shares were repurchased at a price of $3.35 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 repurchase program is designed to prevent the Reporting Persons' (including Apollo and Yahoo entities) ownership of Taboola's outstanding shares from reaching 25% or more.
• Following the transaction, the Reporting Persons indirectly beneficially own 31,135,182 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.
• The Repurchase Agreement mandates 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 Rule 10b-18 of the Securities Exchange Act of 1934.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While the repurchase is driven by a specific ownership threshold rather than purely market-driven capital allocation, it still represents a reduction in outstanding shares and a structured approach to managing a significant shareholder's position, which can be viewed favorably by investors.

Positives

• The share repurchase program demonstrates Taboola's commitment to managing its capital structure and potentially returning value to shareholders by reducing the outstanding share count.
• The pre-arranged nature of the repurchase agreement (Rule 10b5-1(c) plan) indicates a structured approach to share management.

Negatives

• The primary driver for the repurchase is to avoid the Reporting Persons' ownership exceeding a 25% threshold, which suggests a regulatory or governance constraint rather than purely opportunistic capital allocation.

Risks

• The Repurchase Agreement terminates if regulatory approval permitting College Holdings' equity ownership to exceed 25% is obtained, or if the Company determines such approval is not required, or by December 31, 2025, which could alter the pace or continuation of repurchases.
• Future changes in market conditions or Taboola's financial performance could impact the effectiveness or continuation of the repurchase program.

Future Outlook

The share repurchase program is expected to continue on a weekly basis, subject to the terms of the Repurchase Agreement, until regulatory approval for College Holdings' equity ownership to exceed 25% is obtained, or the Company determines such approval is not required, or until December 31, 2025.

Management Comments

• The reported sales are 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.

Industry Context

Share repurchase programs are a common corporate finance strategy used by companies to return value to shareholders, reduce share count, and potentially boost earnings per share. This specific repurchase is notable due to its explicit purpose of managing a significant shareholder's ownership percentage to stay below a 25% threshold, which may relate to corporate governance or regulatory considerations.

Comparison to Industry Standards

• This filing details a specific share repurchase transaction and not a broader financial performance report, thus direct comparisons to industry-standard financial metrics or project results of comparable companies are not applicable based solely on this document.

Corporate Governance

Related Party Transactions

• The repurchase of Non-Voting Ordinary Shares by Taboola.com Ltd. from College Top Holdings, Inc. constitutes a related party transaction, as College Top Holdings, Inc. is part of a group of entities (including Apollo and Yahoo) that are 10% owners and have director representation on Taboola's board.

Stakeholder Impact

• Shareholders: The repurchase program can lead to a reduction in the total number of outstanding shares, potentially increasing earnings per share and supporting share price.
• College Top Holdings, Inc. (and its ultimate beneficial owners, including Yahoo and Apollo): This entity is selling shares back to the Issuer, managing its ownership stake to stay below a 25% threshold, which could be important for its strategic and regulatory positioning.

Next Steps

• Taboola is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Repurchase Agreement.
• The Company may seek or obtain regulatory approval for College Holdings' equity ownership to exceed 25%, which would impact the continuation of the repurchase program.

Key Dates

Recommendation

This Form 4 filing details a pre-planned share repurchase transaction executed under a standing agreement to manage a significant shareholder's ownership percentage. While share repurchases are generally positive, this specific transaction is a routine event driven by a governance/regulatory threshold rather than a new strategic initiative or a signal of fundamental performance change. Therefore, it does not provide sufficient new information to warrant a 'buy' or 'sell' recommendation, suggesting a 'hold' position based solely on this filing.

Keywords

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