Form 4: Taboola Repurchases Shares from Apollo-Linked Entity

Taboola.com Ltd. repurchased 152,504 non-voting ordinary shares from College Top Holdings, Inc., an entity linked to Apollo and Yahoo, as part of a program to manage ownership percentages.

Summary

• Taboola.com Ltd. repurchased 152,504 Non-Voting Ordinary Shares from College Top Holdings, Inc. on August 11, 2025.
• The shares were repurchased at a price of $3.34 per share.
• This transaction is part of a Share Repurchase Agreement initiated on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The purpose of the repurchase program is to prevent the reporting persons' ownership of Taboola's outstanding shares from reaching 25% or more.
• The agreement mandates weekly repurchases at a market-based price, with a maximum weekly amount of up to 1/3rd of the allowable limit under SEC Rule 10b-18, as amended on March 14, 2025.
• The Share Repurchase Agreement is set to terminate upon the earlier of regulatory approval for College Holdings' equity ownership to exceed 25%, a determination that no such approval is required, or December 31, 2025.
• Following the transaction, beneficial ownership includes 31,737,444 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares, held indirectly.

Sentiment

Score: 6

Explanation: The filing reports a routine share repurchase transaction under a pre-existing agreement, primarily for regulatory compliance related to ownership thresholds. It's a neutral event, not indicating significant positive or negative operational or financial news, but rather a procedural action.

Positives

• The share repurchase program indicates a mechanism to manage significant shareholder ownership, potentially avoiding regulatory thresholds.
• The repurchase of shares at $3.34 per share could be seen as a return of capital to a specific shareholder, which might be positive for that shareholder.

Negatives

• The repurchase is primarily driven by a need to manage ownership percentage to avoid exceeding a 25% threshold, suggesting a regulatory or strategic constraint rather than a pure capital allocation decision for broader shareholder benefit.
• The specific price of $3.34 per share might not reflect the current market price at the time of filing, as the transaction date is in the future (August 11, 2025).

Risks

• Failure to obtain regulatory approval for College Holdings' equity ownership to exceed 25% could impact the termination of the repurchase agreement.
• The ongoing share repurchase program is tied to specific regulatory limits (Rule 10b-18), which could constrain future flexibility.

Future Outlook

The Share Repurchase Agreement is designed to manage ownership percentages and will terminate upon regulatory approval for College Holdings' equity ownership to exceed 25%, a determination that such approval is not required, or by December 31, 2025.

Industry Context

This filing reflects a common practice among companies to manage significant shareholder stakes, especially when large institutional investors or strategic partners are involved, to comply with regulatory thresholds or maintain specific ownership structures.

Comparison to Industry Standards

• This is a specific transaction related to a share repurchase agreement designed to manage a significant shareholder's ownership percentage. Direct comparisons to specific companies or projects are not provided in the filing.
• The use of Rule 10b-18 limits is a standard practice for share repurchase programs.

Related Party Transactions

• The share repurchase is between Taboola.com Ltd. and College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc., an indirect wholly-owned subsidiary.
• College Top Holdings, Inc. is part of a complex ownership structure involving multiple Apollo Management entities, including Apollo Management Holdings GP, LLC, which is a 10% owner and has director representation on Taboola's board.
• The transaction is explicitly stated to be part of a program to manage the reporting persons' ownership of Taboola's outstanding shares.

Stakeholder Impact

• Shareholders: The repurchase reduces the number of shares held by a specific large shareholder (College Top Holdings/Apollo/Yahoo), which could slightly increase the proportional ownership of other shareholders, but the primary intent is regulatory compliance rather than a broad market buyback.
• Regulatory Authorities: The transaction demonstrates compliance with SEC Rule 10b-18 limits and efforts to manage ownership thresholds.

Next Steps

• Continued weekly repurchases of Non-Voting Ordinary Shares by Taboola from College Top Holdings, Inc. until the termination conditions of the Repurchase Agreement are met.
• Potential pursuit of regulatory approval for College Holdings' equity ownership to exceed 25%.

Key Dates

Recommendation

This Form 4 filing details a specific share repurchase transaction that is part of a pre-existing agreement designed to manage a significant shareholder's ownership percentage for regulatory compliance. It does not provide new financial performance data, strategic shifts, or market-moving operational updates. Therefore, it does not warrant a change in investment recommendation based solely on this filing. It's a procedural update for a large, related-party shareholder.

Keywords

Taboola, TBLA, Share Repurchase, SEC Form 4, Apollo, Yahoo, College Top Holdings, Share Ownership, Regulatory Compliance, 10b-18