Form 4: Taboola Repurchases Shares from Apollo-Linked Entity

Taboola.com Ltd. repurchased 123,828 non-voting ordinary shares from College Top Holdings, an entity linked to Apollo and Yahoo, as part of its share repurchase program to maintain ownership below 25%.

Summary

• Taboola.com Ltd. repurchased 123,828 Non-Voting Ordinary Shares from College Top Holdings, Inc. on August 4, 2025.
• The shares were repurchased at a price of $3.24 per share, totaling approximately $401,682.72.
• This transaction is part of Taboola's ongoing share repurchase program.
• The primary purpose of the repurchase is to prevent the reporting persons' (Apollo-linked entities and Yahoo Inc.) ownership of Taboola's outstanding shares from reaching or exceeding 25%.
• The repurchase program is governed by a Share Repurchase Agreement, initially dated February 24, 2025, and amended on March 14, 2025.
• Weekly repurchases are conducted at a market-based pricing formula, with a maximum of up to 1/3rd of the weekly allowable limit under SEC Rule 10b-18.
• The agreement terminates upon regulatory approval for College Holdings to exceed 25% ownership, a company determination that no such approval is required, or by December 31, 2025, whichever comes earliest.
• Following this transaction, the reporting persons indirectly beneficially own 31,889,948 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-agreed share repurchase transaction aimed at managing ownership percentages. While not a major positive catalyst, it indicates active capital management and compliance, which is generally viewed as neutral to slightly positive.

Positives

• The share repurchase program can help manage share dilution and potentially support the stock price.
• The company is actively managing its ownership structure to comply with regulatory thresholds.

Negatives

• The need to maintain ownership below 25% suggests potential regulatory constraints or strategic limitations on a key investor.

Risks

• Regulatory limitations on College Holdings' (and by extension, Yahoo/Apollo's) equity ownership in Taboola, specifically the 25% threshold, could impact future strategic flexibility or investment decisions.
• The termination of the repurchase agreement is tied to regulatory approval or determination, introducing an element of uncertainty regarding the duration and future of the program.

Future Outlook

The Share Repurchase Agreement mandates ongoing weekly repurchases until regulatory approval allows College Holdings' equity ownership to exceed 25%, the company determines such approval is not required, or December 31, 2025, whichever occurs first.

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.

Industry Context

This filing primarily details a specific corporate finance transaction (share repurchase) and ownership management, rather than broad industry trends. It reflects Taboola's active management of its capital structure and significant investor relationships.

Related Party Transactions

• The share repurchase is between Taboola.com Ltd. and College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc.
• College Top Holdings, Inc. and its parent entities (College Parent, L.P., AP IX College Holdings, L.P., Apollo Management IX, L.P., Apollo Management, L.P., Apollo Management GP, LLC, Apollo Management Holdings, L.P., and Apollo Management Holdings GP, LLC) are all related parties to the transaction, with Apollo Management Holdings GP, LLC being a 10% owner and having a director relationship with Taboola.

Stakeholder Impact

• Shareholders: The share repurchase program can be seen as a positive for existing shareholders by reducing the number of outstanding shares, potentially increasing earnings per share, and supporting share price stability.
• Apollo/Yahoo (College Top Holdings): Their ownership percentage is being actively managed to stay below a 25% threshold, which could impact their strategic influence or future investment flexibility.

Next Steps

• Continued weekly repurchases of College Holdings Non-Voting Ordinary Shares by Taboola, as per the Repurchase Agreement.
• Potential for regulatory approval regarding College Holdings' equity ownership exceeding 25%, or a company determination that such approval is not required.
• The Share Repurchase Agreement will terminate by December 31, 2025, at the latest.

Key Dates

Recommendation

This filing details a routine, pre-scheduled share repurchase transaction that is part of an ongoing program to manage a significant investor's ownership percentage. It does not present new information that would fundamentally alter the investment thesis for Taboola. While share repurchases are generally positive, this specific transaction is small in scale and expected, thus not warranting a change in recommendation. Investors should continue to hold based on broader company fundamentals and market conditions.

Keywords

Taboola, TBLA, Share Repurchase, SEC Form 4, Apollo Management, Yahoo Inc., College Top Holdings, Equity Ownership, Rule 10b-18, Non-Voting Shares, Ordinary Shares