Form 4: Taboola Repurchases Shares from Apollo-Linked Entity

Taboola.com Ltd. repurchased 158,456 non-voting ordinary shares from College Top Holdings, Inc., an entity linked to Apollo and Yahoo, as part of a pre-arranged share repurchase program.

Summary

• Taboola.com Ltd. repurchased 158,456 Non-Voting Ordinary Shares from College Top Holdings, Inc. on September 29, 2025.
• The shares were repurchased at a price of $3.54 per share.
• This transaction is part of a Share Repurchase Agreement initiated on February 24, 2025, and amended on March 14, 2025.
• The repurchase program aims to prevent the Reporting Persons' (Apollo-affiliated entities) ownership of Taboola's outstanding shares from reaching 25% or more.
• Following the transaction, the Reporting Persons indirectly beneficially own 30,401,133 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.
• The maximum weekly repurchase amount is up to 1/3rd of the allowable limit under SEC Rule 10b-18.
• The Repurchase Agreement terminates upon regulatory approval for College Holdings' equity ownership to exceed 25%, a company determination that no such approval is required, or December 31, 2025, whichever is earliest.

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-planned share repurchase transaction for compliance purposes. It is a neutral to slightly positive event as it reflects ongoing capital management and adherence to ownership thresholds, without indicating any new fundamental changes to the company's operations or outlook.

Positives

• The share repurchase program demonstrates active capital management by Taboola.
• The program helps manage ownership concentration, ensuring compliance with regulatory thresholds.
• Reducing the share count through repurchases can be accretive to earnings per share for existing shareholders.

Negatives

• No direct negatives are identified from this routine, compliance-driven transaction.

Risks

• The repurchase program's termination is subject to regulatory approvals or company determination, which could alter the pace or continuation of share repurchases.
• The market-based pricing formula for repurchases could result in varying purchase prices over time, depending on market conditions.

Future Outlook

The share repurchase program is expected to continue weekly, subject to a market-based pricing formula and Rule 10b-18 limits, until regulatory approval for College Holdings' ownership to exceed 25% is obtained, the company determines such approval is not required, or December 31, 2025, whichever occurs first.

Management Comments

• The reported sales are 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 tool used by companies to return value to shareholders, manage capital structure, and, as in this case, address regulatory or ownership concentration limits. The involvement of Apollo and Yahoo highlights the strategic investments by large financial and technology entities in publicly traded companies like Taboola.

Comparison to Industry Standards

• The share repurchase mechanism, including the use of a market-based pricing formula and adherence to Rule 10b-18 limits, is a standard practice for publicly traded companies conducting buyback programs.
• The stated purpose of managing ownership percentages to avoid exceeding a 25% threshold is a common corporate governance and regulatory compliance strategy, particularly for significant institutional investors or strategic partners.

Corporate Governance

Related Party Transactions

• The share repurchase is a transaction between Taboola.com Ltd. and College Top Holdings, Inc., which is an entity holding securities on behalf of Yahoo Inc., an indirect wholly owned subsidiary. College Top Holdings, Inc. is ultimately controlled by a complex structure of Apollo-affiliated entities, making this a related-party transaction.

Stakeholder Impact

• Shareholders: Benefit from the company's active capital management and potential earnings per share accretion due to reduced share count.
• Apollo-affiliated entities (Reporting Persons): Maintain their ownership stake below a specified threshold, ensuring regulatory compliance and strategic positioning.
• Yahoo Inc.: Indirectly benefits from the managed ownership stake in Taboola through its affiliation with College Top Holdings, Inc.

Next Steps

• Taboola is expected to continue weekly repurchases of College Holdings Non-Voting Ordinary Shares as per the Repurchase Agreement.
• The repurchase program will continue until specific termination conditions related to regulatory approval or a company determination are met, or by December 31, 2025.

Key Dates

Recommendation

This Form 4 reports a routine, pre-planned insider transaction that is part of an ongoing share repurchase program designed for regulatory compliance and ownership management. It does not indicate a change in the company's fundamental business operations or outlook, nor does it suggest a new strategic direction that would warrant a 'buy' or 'sell' recommendation based solely on this filing. Investors should 'hold' and consider this a standard operational update.

Keywords

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