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

Taboola.com Ltd. repurchased 180,171 Non-Voting Ordinary Shares from College Top Holdings, Inc. at $3.40 per share as part of a program to maintain ownership limits.

Summary

• Taboola.com Ltd. repurchased 180,171 Non-Voting Ordinary Shares from College Top Holdings, Inc. on September 15, 2025.
• The shares were repurchased at a price of $3.40 per share.
• This transaction is part of a Share Repurchase Agreement initiated on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The primary purpose of the repurchase program is to prevent the Reporting Persons' (including Apollo and Yahoo entities) ownership of Taboola's outstanding shares from reaching 25% or more.
• The Repurchase Agreement mandates weekly repurchases at a market-based pricing formula.
• The maximum weekly repurchase amount was initially 25% of the allowable limit under Rule 10b-18, later amended to up to 1/3rd of this limit on March 14, 2025.
• Following this transaction, the Reporting Persons indirectly beneficially own 30,761,235 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.
• College Top Holdings, Inc. holds securities on behalf of Yahoo Inc., its indirect wholly owned subsidiary, and is part of a complex ownership structure involving various Apollo Management entities.

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-scheduled share repurchase aimed at managing a significant shareholder's ownership percentage. While not a major positive catalyst, it indicates adherence to a defined strategy and regulatory compliance. The transaction itself is neutral in terms of immediate sentiment, but the underlying program is a structured approach to a specific corporate governance matter.

Positives

• The share repurchase program helps manage the ownership percentage of a significant shareholder group, potentially avoiding regulatory thresholds.
• The repurchase of shares can be seen as a mechanism to return capital to shareholders, albeit in a specific, regulatory-driven context.

Negatives

• The repurchase is driven by a need to manage ownership thresholds rather than a discretionary capital allocation decision, which might limit its perceived positive impact on market sentiment.

Risks

• The Repurchase Agreement's termination conditions, particularly the need for regulatory approval for College Holdings' equity ownership to exceed 25%, introduce a regulatory risk factor.
• Failure to obtain regulatory approval or a determination that it's not required by December 31, 2025, could impact the ongoing share repurchase program.

Future Outlook

The Share Repurchase Agreement is set to terminate upon the earliest of: Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, Taboola determining no such approval is required, or December 31, 2025. The program will continue weekly repurchases until one of these conditions is met.

Industry Context

This transaction reflects ongoing efforts by companies to manage shareholder ownership structures, particularly when large institutional investors or strategic partners hold significant stakes. The use of Rule 10b-18 limits indicates adherence to regulatory guidelines for share repurchases, common in public markets.

Comparison to Industry Standards

• The use of a Rule 10b-18 compliant share repurchase program is a standard practice for companies managing share buybacks to avoid market manipulation concerns. Many public companies, such as Apple Inc. or Microsoft Corp., regularly engage in large-scale buybacks under similar regulatory frameworks.
• The specific driver of this repurchase, to prevent a 10% owner's stake from exceeding 25%, is a common strategy to manage corporate governance and regulatory thresholds, often seen in situations involving strategic investments or spin-offs where a large shareholder's stake needs to be carefully managed.

Corporate Governance

Related Party Transactions

• The reported sale of 180,171 Non-Voting Ordinary Shares is between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc., which is an entity indirectly owned by Yahoo Inc. and part of the Apollo Management group, a 10% owner of Taboola. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The repurchase reduces the number of outstanding shares, which can be mildly accretive to earnings per share over time, though the primary driver is ownership management rather than capital return.
• College Top Holdings, Inc. / Apollo / Yahoo: These entities are selling shares as part of a pre-arranged agreement to manage their ownership stake, ensuring compliance with thresholds.

Next Steps

• Continued weekly repurchases of Non-Voting Ordinary Shares by Taboola from College Top Holdings, Inc. as per the Repurchase Agreement.
• Monitoring for regulatory approval that would permit College Holdings' equity ownership to exceed 25%, or a determination that such approval is not required.
• The Repurchase Agreement will terminate by December 31, 2025, or earlier if other conditions are met.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-scheduled share repurchase transaction that is part of an agreement to manage a significant shareholder's ownership percentage. It does not present new financial performance data, strategic shifts, or unexpected events that would fundamentally alter the investment thesis for Taboola. The transaction is a mechanical execution of a previously disclosed plan. Therefore, a 'hold' recommendation is appropriate as it provides no new information to warrant a change in investment stance, but confirms ongoing corporate governance management.

Keywords

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