Form 4: Taboola Repurchases Shares from Apollo/Yahoo

Taboola.com Ltd. repurchased 210,167 non-voting ordinary shares from College Top Holdings, Inc., an entity linked to Apollo and Yahoo, for $3.26 per share as part of its 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.
• This transaction is part of a Share Repurchase Agreement initiated on February 24, 2025, between Taboola and College Holdings.
• The agreement mandates weekly repurchases of College Holdings' Non-Voting Ordinary Shares.
• The maximum weekly repurchase amount was initially 25% of the Rule 10b-18 allowable limit, later amended to up to 1/3rd of this limit on March 14, 2025.
• The primary purpose of these repurchases is to prevent the Reporting Persons' (Apollo/Yahoo) ownership in Taboola from reaching or exceeding 25%.
• Following this transaction, the indirect beneficial ownership of Non-Voting Ordinary Shares is 31,527,277 and Ordinary Shares is 39,525,691.

Sentiment

Score: 6

Explanation: The filing indicates a routine transaction under a pre-existing agreement, which is generally neutral. The share repurchase itself is a positive for shareholders, but the specific reason (managing a 25% ownership threshold) suggests a strategic rather than purely opportunistic move, which could be seen as slightly less positive than a general buyback.

Positives

• The company is executing a share repurchase program, which can reduce the number of outstanding shares and potentially increase earnings per share.
• The repurchase helps manage the ownership stake of significant shareholders (Apollo/Yahoo) to avoid exceeding a 25% threshold, which might have regulatory or corporate governance implications.

Negatives

• The repurchase is driven by a need to manage a specific ownership threshold, rather than purely opportunistic capital allocation.
• The agreement has a termination clause by December 31, 2025, or earlier if regulatory approval is obtained or deemed unnecessary for College Holdings to exceed 25% ownership, indicating a potential future change in the repurchase strategy or ownership structure.

Risks

• The Share Repurchase Agreement terminates if the Company obtains regulatory approval permitting College Holdings equity ownership to exceed 25%, or if it determines such approval is not required, which could alter the ownership structure and control dynamics.
• The agreement also terminates by December 31, 2025, potentially impacting the ongoing share repurchase strategy.

Future Outlook

The Share Repurchase Agreement is set to continue with weekly repurchases until December 31, 2025, or earlier if regulatory approval is obtained for College Holdings to exceed 25% ownership in Taboola, or if such approval is deemed unnecessary.

Industry Context

Share repurchase programs are common capital allocation strategies used by companies to return value to shareholders and manage share count. This specific repurchase is notable due to its explicit purpose of managing a significant shareholder's ownership percentage, which is less common than open market buybacks for general capital management.

Comparison to Industry Standards

• The repurchase mechanism, tied to Rule 10b-18 limits, is a standard way for companies to conduct buybacks while adhering to safe harbor provisions.
• The specific motivation to prevent a 10% owner (Apollo/Yahoo) from exceeding a 25% ownership threshold is a unique aspect of this repurchase, reflecting specific corporate governance or regulatory considerations related to the significant stake held by these entities.
• Comparable companies in the digital advertising or content recommendation space (e.g., Outbrain, Magnite) also engage in share repurchases, but the driver for this specific transaction is distinct due to the large strategic investor.

Corporate Governance

Related Party Transactions

• The Issuer (Taboola) is repurchasing shares from College Top Holdings, Inc., which holds securities on behalf of Yahoo Inc., an indirect wholly-owned subsidiary.
• College Top Holdings, Inc. is ultimately controlled by a complex chain of Apollo entities, making this a transaction between Taboola and entities related to its significant shareholders (Apollo and Yahoo).

Stakeholder Impact

• Shareholders: Potential positive impact due to reduced share count from the repurchase, which can increase earnings per share. The repurchase also clarifies the company's strategy regarding a major investor's stake.
• Apollo/Yahoo: Their ownership percentage is being managed below 25%, which could affect their influence or strategic options if they desired a larger stake.

Next Steps

• Taboola is expected to continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc.
• The Share Repurchase Agreement will terminate upon regulatory approval for College Holdings to exceed 25% ownership, a determination that such approval is not required, or by December 31, 2025.

Key Dates

Recommendation

This Form 4 details a routine transaction under a pre-existing share repurchase agreement, primarily aimed at managing a significant shareholder's ownership percentage. While share repurchases can be positive, this specific transaction doesn't introduce new fundamental information that would warrant a strong buy or sell recommendation. It confirms an ongoing, expected activity. Investors should hold and monitor the company's broader financial performance and strategic initiatives.

Keywords

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