Form 4: Taboola Repurchases Shares from Apollo-Linked Entity to Maintain Ownership Threshold

Taboola.com Ltd. has repurchased 139,548 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity linked to Apollo and Yahoo, as part of an ongoing share repurchase program designed to keep the reporting persons' ownership below 25%.

Summary

• Taboola.com Ltd. repurchased 139,548 Non-Voting Ordinary Shares from College Top Holdings, Inc. on July 28, 2025.
• The shares were repurchased at a price of $3.45 per share.
• This transaction is part of a Share Repurchase Agreement entered into on February 24, 2025, between Taboola and College Top Holdings, Inc.
• The primary purpose of the repurchase program is to prevent the reporting persons' ownership of Taboola's outstanding shares from reaching 25% or more.
• 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 is set to terminate upon the earlier of Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, Taboola determining no such approval is required, or December 31, 2025.
• Following this transaction, the reporting persons indirectly beneficially own 32,013,776 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 7

Explanation: The share repurchase, while primarily for ownership management, reduces the outstanding share count, which is generally viewed positively by investors as it can enhance per-share metrics. It also indicates proactive management of regulatory thresholds.

Positives

• The share repurchase program demonstrates active management of the company's capital structure and ownership thresholds.
• Repurchasing shares can reduce the total outstanding share count, potentially increasing earnings per share for existing shareholders.
• The company is proactively managing its ownership structure to avoid triggering regulatory thresholds, indicating prudent governance.

Risks

• The Repurchase Agreement's termination is contingent on obtaining regulatory approval for College Holdings' equity ownership to exceed 25% or a determination that such approval is not required; failure to meet these conditions by December 31, 2025, would terminate the agreement.

Future Outlook

The Share Repurchase Agreement is expected to continue with weekly repurchases until it terminates upon the earlier of Taboola obtaining regulatory approval for College Holdings' equity ownership to exceed 25%, Taboola determining no such approval is required, or December 31, 2025.

Industry Context

This filing primarily details an insider transaction and a specific share repurchase agreement, rather than broader industry trends. It reflects Taboola's ongoing management of its capital structure and significant shareholder relationships, particularly with entities linked to Apollo and Yahoo.

Corporate Governance

Related Party Transactions

• The reported sales are between Taboola.com Ltd. (the Issuer) and College Top Holdings, Inc., which is an indirect wholly owned subsidiary of Yahoo Inc. and part of a complex ownership structure involving multiple Apollo entities that are also 10% owners and have director representation in Taboola. This constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Potential positive impact due to a reduction in outstanding shares, which can lead to improved earnings per share and a more concentrated ownership structure.
• College Top Holdings, Inc. / Apollo / Yahoo: Engaged in a structured disposition of shares, managing their stake in Taboola in a pre-agreed manner.

Next Steps

• Continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc. as per the Share Repurchase Agreement.
• Monitor for regulatory approval regarding College Holdings' equity ownership exceeding 25% or a determination that such approval is not required.

Key Dates

Recommendation

The filing details a routine share repurchase from a significant shareholder as part of a pre-existing agreement to manage ownership thresholds. While share repurchases can be positive, this specific transaction is a procedural step rather than a new strategic initiative or a significant change in the company's financial performance, suggesting a 'hold' stance as it doesn't fundamentally alter the investment thesis or provide new catalysts for significant price movement.

Keywords

Taboola, TBLA, Share Repurchase, Apollo, Yahoo, Insider Transaction, SEC Form 4, Ownership Threshold, Corporate Governance, Equity Management