Form 4: Taboola Repurchases Shares from Apollo-Linked Entity

Taboola.com Ltd. repurchased 210,167 Non-Voting Ordinary Shares from College Top Holdings, Inc. as part of an ongoing share repurchase program.

Summary

• Taboola.com Ltd. repurchased 210,167 Non-Voting Ordinary Shares from College Top Holdings, Inc. on August 18, 2025.
• The shares were repurchased at a price of $3.26 per share, totaling approximately $684,748.42.
• This transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The agreement mandates weekly repurchases of Non-Voting Ordinary Shares at a market-based pricing formula.
• The maximum weekly repurchase amount is up to 1/3rd of the allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
• The primary purpose of these repurchases is to prevent the Reporting Persons' (Apollo-linked entities including Yahoo Inc.) ownership of Taboola's outstanding shares from reaching 25% or more.
• The 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.

Sentiment

Score: 7

Explanation: The share repurchase is generally a positive signal for shareholders, indicating management's confidence and a commitment to returning capital. The transaction is part of a pre-agreed plan, making it an expected and routine event rather than a new, significant catalyst.

Positives

• The share repurchase program can reduce the number of outstanding shares, potentially increasing earnings per share and shareholder value.
• The structured nature of the repurchase, conducted under a pre-existing agreement, provides clarity and predictability for investors.
• The repurchase helps manage the ownership stake of significant shareholders, preventing a concentration that might trigger additional regulatory requirements.

Risks

• The continuation of the share repurchase program is contingent on regulatory approval regarding College Holdings' equity ownership exceeding 25%, or a determination that such approval is not required.
• The agreement has a defined termination date of December 31, 2025, after which the repurchase program may cease unless extended or renegotiated.

Future Outlook

The Share Repurchase Agreement is ongoing, with Taboola committed to weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. until the agreement terminates on or before December 31, 2025, or upon the satisfaction of specific regulatory conditions related to the 25% ownership threshold.

Industry Context

This share repurchase reflects a company's strategy to manage its capital structure and potentially enhance shareholder value. In the ad-tech and content recommendation industry, companies often use share repurchases to return capital to shareholders, especially when they have strong cash flows or believe their stock is undervalued. The involvement of a major investor like Apollo (via Yahoo) in a structured repurchase highlights strategic alignment between the company and its significant shareholders.

Comparison to Industry Standards

• The use of a Rule 10b-18 compliant share repurchase program is a standard practice among publicly traded companies to ensure repurchases are conducted in a manner that avoids market manipulation concerns.
• Many technology and media companies, such as Meta Platforms (META) or Alphabet (GOOGL), frequently engage in large-scale share repurchase programs as a key component of their capital allocation strategies, often signaling confidence in future earnings and a commitment to shareholder returns.
• The specific condition of maintaining ownership below a 25% threshold is unique to this agreement, likely stemming from specific regulatory or governance considerations related to the Apollo/Yahoo investment in Taboola, which is not a universal industry standard but rather a tailored agreement.

Corporate Governance

Related Party Transactions

• The reported share repurchase is a transaction between Taboola.com Ltd. and College Top Holdings, Inc.
• College Top Holdings, Inc. holds securities on behalf of Yahoo Inc., its indirect wholly owned subsidiary.
• College Top Holdings, Inc. is ultimately controlled by a complex chain of Apollo entities, including Apollo Management Holdings GP, LLC, making this a related party transaction.

Stakeholder Impact

• Shareholders: The share repurchase program can be beneficial for shareholders by reducing the outstanding share count, potentially leading to higher earnings per share and increased share value.
• Creditors: Share repurchases utilize cash, which could reduce liquidity, but if managed prudently, the impact on creditors is typically minimal for a company of this size.
• Management: The agreement helps management maintain compliance with ownership thresholds and execute a pre-defined capital allocation strategy.

Next Steps

• Taboola.com Ltd. is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Share Repurchase Agreement.
• The company will continue to monitor and potentially seek regulatory approval for College Holdings' equity ownership to exceed 25%, or determine if such approval is not required.
• The Share Repurchase Agreement will continue until its termination date of December 31, 2025, or earlier based on specified conditions.

Key Dates

Recommendation

This Form 4 filing details a routine transaction under a pre-existing share repurchase agreement. While share repurchases are generally positive for shareholders, this specific transaction is part of an expected, ongoing program rather than a new, unexpected catalyst. It does not provide new information that would significantly alter the investment thesis for Taboola, hence a 'hold' recommendation is appropriate for seasoned investors who would have already factored in the ongoing repurchase program.

Keywords

Taboola, Share Repurchase, SEC Form 4, Apollo, Yahoo, TBLA, Stock Buyback, Corporate Governance, Rule 10b-18