Form 4: Taboola Repurchases Shares from College Top Holdings to Maintain Ownership Below 25%

Taboola.com Ltd. repurchased 817,650 non-voting ordinary shares from College Top Holdings, Inc. at $2.75 per share as part of a share repurchase agreement.

Summary

• On April 21, 2025, Taboola.com Ltd. repurchased 817,650 non-voting ordinary shares from College Top Holdings, Inc. at a price of $2.75 per share.
• This repurchase is part of a Share Repurchase Agreement between Taboola and College Top Holdings, Inc.
• The purpose of the repurchase is to prevent the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more.
• The Share Repurchase Agreement was initially entered into on February 24, 2025, and amended on March 14, 2025.
• The agreement allows Taboola to repurchase up to 1/3rd of the weekly applicable allowable limit under Rule 10b-18.
• The Repurchase Agreement terminates on the earlier of regulatory approval for College Holdings to exceed 25% ownership, a determination that such approval is not required, or December 31, 2025.
• College Holdings holds securities on behalf of Yahoo Inc., its indirect wholly owned subsidiary.

Sentiment

Score: 6

Explanation: The document describes a routine share repurchase transaction. The sentiment is neutral as it reflects a planned corporate action.

Positives

• The share repurchase program helps manage ownership concentration and potentially supports the stock price.

Risks

• The repurchase agreement could be terminated if regulatory approval is obtained or deemed unnecessary, potentially altering the ownership structure.
• The repurchase agreement terminates on December 31, 2025, which could impact the ownership structure.

Future Outlook

The share repurchase agreement will continue until regulatory approval is obtained, it is determined that such approval is not required, or until December 31, 2025.

Industry Context

Share repurchase programs are a common mechanism for companies to manage their capital structure and shareholder value. This repurchase appears to be specifically designed to manage ownership thresholds, which may be related to regulatory or strategic considerations.

Comparison to Industry Standards

• Share repurchase programs are common among publicly traded companies, especially in the tech sector.
• Companies like Alphabet (Google) and Meta (Facebook) have also implemented large-scale share repurchase programs to return capital to shareholders and offset dilution from employee stock options.
• The specific terms of Taboola's agreement, such as the 25% limit under Rule 10b-18 and the ownership threshold trigger, are tailored to their specific circumstances.

Related Party Transactions

• The share repurchase transaction between Taboola and College Top Holdings, Inc. is a related party transaction, as College Top Holdings holds securities on behalf of Yahoo Inc.

Stakeholder Impact

• Shareholders may view the repurchase positively as it can support the stock price.
• The repurchase helps maintain the ownership structure, which could impact strategic decisions.

Key Dates

Keywords

Taboola, share repurchase, College Top Holdings, ownership, Rule 10b-18, Yahoo Inc., Apollo Management