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

Taboola.com Ltd. repurchased 184,291 non-voting ordinary shares from College Top Holdings, Inc., an entity associated with Apollo Management and Yahoo Inc., as part of its ongoing share repurchase program.

Summary

• Taboola.com Ltd. repurchased 184,291 Non-Voting Ordinary Shares from College Top Holdings, Inc. on October 14, 2025.
• The shares were repurchased at a price of $3.21 per share.
• This transaction is part of a Share Repurchase Agreement initiated on February 24, 2025, and amended on March 14, 2025.
• The agreement aims to prevent the Reporting Persons' ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• Weekly repurchases are conducted at a market-based price, with a maximum of 1/3rd of the weekly allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• The Repurchase Agreement terminates upon the earlier of regulatory approval permitting College Holdings equity ownership to exceed 25%, the company determining no such approval is required, or December 31, 2025.
• Following this transaction, the Reporting Persons indirectly beneficially own 30,039,644 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: The filing reports a routine share repurchase under a pre-existing agreement, which is generally a positive sign of capital management. However, the highly unusual reporting of a future transaction date (October 14, 2025) in a Form 4 filed on October 15, 2025, introduces a notable element of uncertainty or potential confusion regarding the nature of the reported event.

Positives

• The ongoing share repurchase program indicates management's belief in the company's value and can be accretive to earnings per share.
• The repurchase helps manage ownership concentration, preventing a single entity from exceeding a 25% threshold, which could have regulatory or governance implications.

Negatives

• The share price of $3.21 might be lower than the current market price, potentially indicating a discount for the repurchase, though without current market data, a definitive assessment is not possible.

Risks

• The Repurchase Agreement's termination conditions (regulatory approval for College Holdings to exceed 25% ownership or company determination no approval is required) introduce uncertainty regarding the duration and future of the repurchase program.
• The ongoing need to manage ownership below 25% suggests potential regulatory or governance hurdles if the ownership structure were to change.
• The filing reports a transaction scheduled for October 14, 2025, which is a future date relative to the filing date (October 15, 2025). This is highly unusual for a Form 4, which typically reports completed transactions, and could indicate a forward-looking reporting mechanism or a potential discrepancy in the filing.

Future Outlook

The Share Repurchase Agreement is set to continue with weekly repurchases until December 31, 2025, or earlier if regulatory conditions regarding College Holdings' equity ownership exceeding 25% are met or deemed unnecessary.

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, other than College Holdings, and Messrs. Kleinman, Rowan, and Zelter, disclaims beneficial ownership of any of the Issuer's ordinary shares owned of record by College Holdings, except to the extent of any pecuniary interest therein.

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 major investment firms like Apollo and a large media entity like Yahoo highlights strategic investments and partnerships in the digital advertising and content recommendation space. The 25% ownership threshold suggests potential regulatory or strategic considerations related to significant shareholder influence.

Comparison to Industry Standards

• Share repurchase programs are a standard capital allocation strategy, often seen in mature companies or those with strong cash flow, aligning with common industry practices.
• The use of Rule 10b-18 limits (1/3rd of the weekly allowable limit) is a common practice to ensure repurchases are conducted in a manner that avoids market manipulation concerns, consistent with regulatory best practices.
• The involvement of private equity (Apollo) and a major tech company (Yahoo) as significant shareholders is typical in the tech and media sectors, often leading to complex ownership structures and strategic agreements like this repurchase program.

Corporate Governance

Related Party Transactions

• The share repurchase is between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc., which is an entity indirectly controlled by Apollo Management and Yahoo Inc., both of whom are 10% owners and have director representation. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The repurchase program can be accretive to earnings per share and may signal management's confidence in the company's valuation. It also manages the ownership concentration of a significant shareholder.
• Apollo Management/Yahoo Inc. (Reporting Persons): Their indirect ownership stake is slightly reduced, but the program ensures their remaining stake stays below a 25% threshold, potentially avoiding certain regulatory triggers.

Next Steps

• Continued weekly repurchases of College Holdings Non-Voting Ordinary Shares by Taboola.com Ltd. as per the Repurchase Agreement.
• Monitoring for regulatory approval permitting College Holdings equity ownership to exceed 25%, or a company determination that such approval is not required.
• The Repurchase Agreement is scheduled to terminate by December 31, 2025, unless other conditions are met earlier.

Key Dates

Recommendation

This Form 4 reports a routine share repurchase transaction that is part of a pre-existing agreement. While share repurchases can be a positive signal for capital management and shareholder value, this specific transaction is expected and does not introduce new information that would fundamentally alter the investment thesis for Taboola. The unusual reporting of a future transaction date (October 14, 2025) in a filing dated October 15, 2025, is noteworthy but does not immediately suggest a 'buy' or 'sell' signal without further context or clarification. Therefore, a 'hold' recommendation is appropriate as investors should maintain their current position while monitoring future developments and the company's broader financial performance.

Keywords

Taboola, TBLA, Share Repurchase, Apollo, Yahoo, College Top Holdings, SEC Form 4, Insider Transaction, Beneficial Ownership, Corporate Governance