Form 4: Taboola Repurchases Shares from Apollo-Linked Entity

Taboola.com Ltd. repurchased 177,198 non-voting ordinary shares from College Top Holdings, an entity linked to Apollo Management and Yahoo, as part of its ongoing share repurchase program.

Summary

• Taboola.com Ltd. repurchased 177,198 Non-Voting Ordinary Shares on October 6, 2025.
• The shares were repurchased from College Top Holdings, Inc. at a price of $3.38 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' ownership of Taboola's outstanding shares from reaching 25% or more.
• 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 to exceed 25% ownership, a determination that no such approval is required, or by December 31, 2025.
• Following the transaction, indirect beneficial ownership includes 30,223,935 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: Slightly positive. A share repurchase is generally viewed favorably as it can reduce share count and potentially boost EPS. However, the underlying reason (managing a 25% ownership threshold due to regulatory considerations) introduces a minor element of uncertainty or constraint.

Positives

• The share repurchase program can reduce the number of outstanding shares, potentially increasing earnings per share for existing shareholders.
• The repurchase demonstrates management's commitment to managing shareholder ownership structure and potentially returning value.
• The transaction is part of a pre-defined, structured repurchase agreement, indicating a planned capital allocation strategy.

Negatives

• The repurchase is specifically designed to prevent ownership from exceeding 25% due to regulatory considerations, which implies a potential hurdle or limitation on a major shareholder's stake.
• The specific reason for the 25% threshold (regulatory approval) is not fully detailed, leaving some ambiguity.

Risks

• Failure to obtain regulatory approval for College Holdings' equity ownership in Taboola to exceed 25% could impact future ownership structure or strategic flexibility.
• The termination of the repurchase agreement is tied to regulatory outcomes or a specific date (December 31, 2025), introducing a time-bound element to the current ownership management strategy.

Future Outlook

The Share Repurchase Agreement is set to continue with weekly repurchases, subject to Rule 10b-18 limits, until regulatory approval is obtained for College Holdings' equity ownership to exceed 25%, a determination that such approval is not required, or until December 31, 2025, whichever comes 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

Share repurchase programs are a common corporate finance strategy used by companies to return value to shareholders and manage capital structure. The specific context of this repurchase, aimed at managing a significant shareholder's ownership percentage due to regulatory considerations, highlights the complexities of corporate governance and regulatory compliance for publicly traded entities, especially those with large institutional investors like Apollo and strategic partners like Yahoo.

Comparison to Industry Standards

• This transaction is a routine share repurchase under a pre-existing agreement, which is a standard practice for managing capital and shareholder ownership.
• The specific driver—to maintain a shareholder's stake below a 25% regulatory threshold—is a unique aspect of this particular repurchase, not directly comparable to general market-driven buybacks by peers.
• Without specific details on the regulatory environment or comparable situations for other ad-tech or content recommendation platforms (e.g., Outbrain, Google, Meta), a direct comparison of the *reason* for the repurchase is difficult.
• The execution price of $3.38 per share reflects the market price at the time of the transaction, aligning with standard market-based pricing for such agreements.

Corporate Governance

Related Party Transactions

• The share repurchase is a transaction between Taboola.com Ltd. (Issuer) and College Top Holdings, Inc. College Top Holdings, Inc. holds securities on behalf of Yahoo Inc., its indirect wholly-owned subsidiary. Apollo Management entities are involved in the beneficial ownership chain of College Top Holdings, Inc., making this a transaction with entities indirectly related to a significant shareholder and director.

Stakeholder Impact

• Shareholders: Potential positive impact due to reduced share count, which can lead to higher earnings per share and potentially increased share price.
• College Top Holdings/Yahoo/Apollo: Their ownership percentage is being managed to stay below a 25% threshold, which could limit their strategic flexibility or influence if they desired a larger stake without regulatory approval.

Next Steps

• Taboola.com Ltd. will continue weekly repurchases of College Holdings Non-Voting Ordinary Shares as per the Repurchase Agreement.
• The company will monitor for regulatory approval permitting College Holdings equity ownership to exceed 25% or determine if such approval is not required.
• The Repurchase Agreement will terminate by December 31, 2025, if other conditions are not met earlier.

Key Dates

Recommendation

This Form 4 reports a routine transaction under a pre-existing share repurchase agreement. While share repurchases are generally positive, this specific transaction is driven by a need to manage a significant shareholder's stake below a regulatory threshold, rather than a broad market signal of undervaluation. It reflects ongoing capital management and regulatory compliance rather than a new strategic direction or significant financial outperformance. Therefore, a 'hold' recommendation is appropriate as it doesn't present a strong catalyst for immediate 'buy' or 'sell' action, but rather confirms a planned operational activity.

Keywords

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