Form 4: Taboola Repurchases Shares from Apollo-Linked Entity

Taboola.com Ltd. repurchased 193,776 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity linked to Apollo Management, as part of its share repurchase program.

Summary

• Taboola.com Ltd. repurchased 193,776 Non-Voting Ordinary Shares from College Top Holdings, Inc. on September 8, 2025, at a price of $3.34 per share.
• The transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The purpose of the repurchase program is to prevent the Reporting Persons' (Apollo-linked entities) ownership of Taboola's outstanding shares from reaching 25% or more.
• Following the transaction, Apollo-linked entities indirectly beneficially own 30,941,406 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.
• The Repurchase Agreement mandates weekly repurchases at a market-based pricing formula.
• An amendment on March 14, 2025, modified the weekly repurchase quantity to up to 1/3rd of the allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934.
• The Repurchase Agreement terminates upon the earlier of regulatory approval for College Holdings to exceed 25% ownership, a company determination that no such approval is required, or December 31, 2025.

Sentiment

Score: 7

Explanation: The filing reports a routine, pre-planned corporate action (share repurchase) aimed at managing ownership structure. This is generally viewed as a neutral to slightly positive event, reflecting proactive corporate governance and capital management, without indicating any new significant strategic developments or financial distress.

Positives

• The share repurchase program demonstrates a commitment to managing the company's capital structure and potentially enhancing shareholder value by reducing share count.
• The proactive management of ownership thresholds prevents potential concentration issues and ensures compliance with internal or regulatory guidelines regarding significant shareholders.

Negatives

• No explicit negatives are presented in the filing regarding this specific transaction.

Risks

• The company faces the risk of needing regulatory approval for College Holdings' equity ownership to exceed 25%, which could impact the terms or continuation of the repurchase agreement.
• Potential market fluctuations could affect the price at which shares are repurchased, impacting the overall cost-effectiveness of the program.

Future Outlook

The Share Repurchase Agreement is set to continue with weekly repurchases until December 31, 2025, or earlier if specific regulatory conditions regarding College Holdings' equity ownership 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.

Industry Context

Share repurchase programs are a common corporate finance strategy used by companies to return value to shareholders, reduce the number of outstanding shares, and manage ownership structures. The involvement of a major investment firm like Apollo and a significant entity like Yahoo Inc. (via College Top Holdings) highlights the strategic importance of managing large institutional stakes within publicly traded companies.

Comparison to Industry Standards

• The use of a Rule 10b-18 compliant share repurchase program is a standard practice for companies to buy back their own stock in the open market without violating anti-manipulation rules.
• Managing significant shareholder ownership thresholds, such as the 25% limit mentioned, is a common corporate governance practice, particularly when dealing with large institutional investors or strategic partners like Apollo and Yahoo.

Corporate Governance

Related Party Transactions

• The reported transaction involves Taboola.com Ltd. repurchasing shares from College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc., an indirect wholly-owned subsidiary. College Top Holdings, Inc. and its parent entities (including Apollo Management Holdings GP, LLC) are significant shareholders and have director representation, making this a related-party transaction.

Stakeholder Impact

• Shareholders: The repurchase program can be accretive to earnings per share and may support share price by reducing the number of outstanding shares.
• Apollo-linked entities (including Yahoo Inc.): Maintain their strategic ownership level below a specified threshold (25%), which could be important for regulatory or governance reasons.
• Company (Taboola): Manages its capital structure and maintains control over its ownership distribution.

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 repurchase program will continue until its termination conditions are met, which include potential regulatory approvals or a specific date of December 31, 2025.

Key Dates

Recommendation

This filing details a routine, pre-arranged share repurchase transaction that is part of an ongoing program to manage the ownership structure of a significant shareholder. It does not introduce new fundamental information about the company's operational performance, strategic direction, or financial health that would warrant a change in investment recommendation. It is a planned corporate action, consistent with good governance practices for managing large institutional stakes.

Keywords

Taboola, TBLA, Apollo Management, Share Repurchase, Beneficial Ownership, SEC Form 4, Corporate Governance, Yahoo Inc., Non-Voting Shares, Rule 10b-18