Form 4: Taboola Repurchases Shares from Apollo/Yahoo

Taboola.com Ltd. repurchased 158,456 Non-Voting Ordinary Shares from College Top Holdings, Inc., an entity linked to Apollo and Yahoo, at $3.54 per share as part of a pre-arranged agreement.

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 entered into on February 24, 2025, and amended on March 14, 2025.
• The agreement mandates weekly repurchases of College Holdings' Non-Voting Ordinary Shares.
• The purpose of the repurchases is to prevent the reporting persons' (Apollo/Yahoo entities) ownership of Taboola's outstanding shares from reaching 25% or more.
• Following this transaction, the reporting persons indirectly beneficially own 30,401,133 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-arranged share repurchase from a significant shareholder, which is generally a neutral to slightly positive event for existing shareholders due to reduced share count. However, the underlying reason to maintain ownership below a 25% threshold introduces a neutral constraint rather than a purely positive strategic move.

Positives

• The company is executing a share repurchase program, which can be accretive to earnings per share by reducing the outstanding share count.
• The repurchase mechanism allows a significant shareholder (Apollo/Yahoo) to manage its stake without causing market disruption.

Negatives

• The repurchase is specifically designed to keep the reporting persons' ownership below a 25% threshold, indicating a potential regulatory or strategic limitation on their stake.
• The transaction represents a disposition for the reporting person, not an acquisition, which might be interpreted as a reduction in their direct exposure.

Risks

• The ongoing share repurchase program is subject to termination conditions, including regulatory approval for College Holdings' equity ownership to exceed 25%, the company determining such approval is not required, or December 31, 2025.
• Failure to manage the ownership threshold could lead to regulatory scrutiny or impact the strategic relationship with the significant shareholder.

Future Outlook

The Share Repurchase Agreement is set to continue with weekly repurchases until its termination, which is scheduled for December 31, 2025, or earlier if regulatory approval for College Holdings' equity ownership to exceed 25% is obtained or deemed unnecessary.

Industry Context

This transaction reflects a common strategy for large institutional investors to manage their equity stakes in portfolio companies, often influenced by regulatory thresholds or strategic investment objectives. Share repurchase programs are also a standard corporate finance tool used by companies to return value to shareholders or manage share count.

Comparison to Industry Standards

• The repurchase program adheres to Rule 10b-18 of the Securities Exchange Act of 1934, which provides a safe harbor for companies repurchasing their own stock, limiting weekly repurchases to a percentage of average daily trading volume. This is a standard regulatory compliance practice for share buybacks.
• The 25% ownership threshold mentioned is a common trigger for increased regulatory scrutiny or governance implications in many jurisdictions, similar to how other large institutional investors or strategic partners manage their stakes in publicly traded companies like SoftBank's investments in various tech firms or Berkshire Hathaway's holdings.
• The specific pricing formula for repurchases, while not detailed, is typical for pre-arranged agreements to ensure fair market value transactions.

Corporate Governance

Related Party Transactions

• The repurchase of 158,456 Non-Voting Ordinary Shares by Taboola.com Ltd. from College Top Holdings, Inc. is a related party transaction, as College Top Holdings, Inc. is part of the Apollo/Yahoo group, which is a 10% owner and has director representation on Taboola's board.

Stakeholder Impact

• Shareholders: Potential positive impact from a reduced share count, which can lead to higher earnings per share.
• Apollo/Yahoo (Reporting Persons): Allows them to manage their investment stake in Taboola, potentially for portfolio rebalancing or to adhere to ownership thresholds.
• Regulatory Bodies: The transaction is structured to comply with Rule 10b-18 and manage a 25% ownership threshold, indicating adherence to regulatory guidelines.

Next Steps

• Taboola.com Ltd. will continue weekly repurchases of Non-Voting Ordinary Shares from College Top Holdings, Inc.
• The Share Repurchase Agreement will terminate upon the earlier of regulatory approval for College Holdings' equity ownership to exceed 25%, the company determining such approval is not required, or December 31, 2025.

Key Dates

Recommendation

The filing details a pre-arranged share repurchase from a significant shareholder (Apollo/Yahoo) as part of a program to manage their ownership stake below a 25% threshold. This is a planned, recurring event rather than a new strategic development, and therefore does not provide a strong catalyst for a 'buy' or 'sell' recommendation. Investors should hold their position and monitor the ongoing repurchase program and its termination conditions.

Keywords

Taboola, TBLA, Apollo, Yahoo, Share Repurchase, Form 4, Insider Transaction, Beneficial Ownership, Equity, Non-Voting Shares