[8-K] B. Riley Financial, Inc. Reports Material Event

Rhea-AI Filing Summary

Taboola.com Ltd. (TBLA) – Form 4 Insider Transaction Summary

On 23 June 2025, affiliates of Apollo Management (Apollo Management Holdings GP, LLC; Apollo Management GP, LLC; and Apollo Management Holdings, L.P.)—all classified as 10 % owners of Taboola—reported a small, issuer-facilitated disposal of 222,373 non-voting ordinary shares at $3.59 per share (Transaction Code J). The transaction was executed as part of Taboola’s ongoing share-repurchase program and, per Footnote 1, is designed to keep Apollo’s aggregate ownership below the 25 % threshold.

Following the sale, Apollo continues to hold, indirectly, 32,851,500 non-voting ordinary shares and 39,525,691 ordinary shares, maintaining its status as a significant shareholder. No derivative transactions were reported.

• The disposal represents roughly 0.16 % of Apollo’s combined Taboola position and is therefore immaterial in size.
• The filing does not include any earnings data or operational commentary; it is limited to ownership changes.
• The use of repurchased shares may provide a marginal reduction in Taboola’s outstanding share count, but the effect is expected to be de minimis.

Positive

• Share-repurchase involvement indicates Taboola continues to return capital and manage share count, albeit on a very small scale.
• Ownership capped below 25 % avoids potential change-of-control complications, supporting governance stability.

Negative

• Insider disposal—even if minor—can be interpreted as lack of incremental conviction from a major shareholder.
• No operational or financial metrics are provided, offering investors limited insight beyond administrative ownership changes.

Insights

Securities Analyst

TL;DR Minor insider sale (0.16 % of stake); ownership still large; limited market impact.

The 222 k-share disposal by Apollo is largely administrative—structured to maintain sub-25 % ownership while Taboola executes its buyback program. At ~$3.59, the cash consideration is only ~$0.8 million, negligible versus Taboola’s market cap. Apollo retains >72 million combined shares, signalling no strategic exit. For investors, the event neither confirms bullish nor bearish sentiment; it merely avoids potential regulatory or governance complications from crossing a control threshold.

Corporate Governance Expert

TL;DR Transaction safeguards governance balance; no change in control; impact neutral.

By trimming its holding through the issuer’s repurchase, Apollo prevents its stake from breaching 25 %, a level that could trigger enhanced disclosure or control implications under Israeli and U.S. securities frameworks. The proactive adjustment reduces future governance friction without materially diluting public float. Because the sale is issuer-directed, it does not suggest public-market selling pressure. Overall governance posture remains stable.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 27, 2025

B. RILEY FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37503		27-0223495
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

310-966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		RILY		Nasdaq Global Market
Depositary Shares (each representing a 1/1000th interest in a 6.875% Series A Cumulative Perpetual Preferred Share, par value $0.0001 per share)		RILYP		Nasdaq Global Market
Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock		RILYL		Nasdaq Global Market
5.00% Senior Notes due 2026		RILYG		Nasdaq Global Market
5.50% Senior Notes due 2026		RILYK		Nasdaq Global Market
6.50% Senior Notes due 2026		RILYN		Nasdaq Global Market
5.25% Senior Notes due 2028		RILYZ		Nasdaq Global Market
6.00% Senior Notes due 2028		RILYT		Nasdaq Global Market

Not Applicable 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

B. Riley Financial, Inc., a Delaware corporation (the “Company” or “B. Riley”), B. Riley Advisory Holdings, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (the “GR Seller”), and B. Riley Advisory US, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Company (the “Farber Seller” and, together with the GR Seller, the “Sellers”) entered into an equity purchase agreement, dated June 27, 2025 (the “Equity Purchase Agreement”), with Gallop U.S. Acquireco Inc., a Delaware corporation (the “GR Buyer”), and 1001243443 Ontario Inc., an Ontario corporation (the “Farber Buyer” and, together with the GR Buyer, the “Buyers”). The closing (the “Closing”) of the transactions contemplated by the Equity Purchase Agreement (the “Transactions”) occurred on June 27, 2025.

Pursuant to the Equity Purchase Agreement, the GR Seller sold all of the membership interests of its wholly owned subsidiary, GlassRatner Advisory & Capital Group, LLC (d.b.a. B. Riley Advisory Services), a Delaware limited liability company (“GlassRatner”), to the GR Buyer, and the Farber Seller sold all of the shares of its wholly owned subsidiary, B. Riley Farber Advisory Inc., an Ontario corporation (“Farber”), to the Farber Buyer. The aggregate purchase price paid by the Buyers for the interests of GlassRatner and shares of Farber was $117.8 million in immediately available funds. The amount of the purchase price paid at the Closing was based upon estimates of the amount of cash, indebtedness, transaction expenses and working capital of GlassRatner and Farber at the Closing, with such amounts to be adjusted based on a final closing statement to be prepared and delivered by Buyers within 180 days following the date of the Closing. In connection with the Closing, B. Riley Corporate Services, Inc., a Delaware corporation and indirect wholly owned subsidiary of the Company, entered into a Transition Services Agreement with the BR Financial Holdings, LLC and the Farber Buyer pursuant to which it agreed to provide certain services for up to a 6-month period following the Closing, subject to a 3-month extension in certain circumstances.

The foregoing summary of the Equity Purchase Agreement and the Transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Equity Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein to the extent required to be disclosed under this Item 2.01.

Item 7.01 Regulation FD Disclosure.

On June 27, 2025, the Company issued a press release announcing the Closing. A copy of such press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except in the event that the Company expressly states that such information is to be considered filed under the Exchange Act or incorporates it by specific reference in such filing.

Item 8.01  Other Events

On June 30, 2025, the Company entered into a private exchange transaction with an institutional investor (the “Investor”) pursuant to which the Investor exchanged approximately $28 million aggregate principal amount of the Company’s 5.00% Senior Notes due December 2026, 6.00% Senior Notes due January 2028 and 5.25% Senior Notes due August 2028 owned by it (collectively, the “Exchanged Notes”) for $13 million aggregate principal amount of newly-issued 8.00% Senior Secured Second Lien Notes due 2028 (the “New Notes”), whereupon the Exchanged Notes were cancelled. The New Notes were issued pursuant to an Indenture that was previously filed as an exhibit to Company’s Current Report on Form 8-K filed on April 1, 2025.  In connection with the exchange transaction, the Company issued to the Investor warrants to purchase 52,000 shares of the Company’s common stock at an exercise price of $10.00 per share.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of March 31, 2025 and the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and for the years ended December 31, 2024, 2023 and 2022 will be filed at a later date in a Form 8-K/A.

 (d) Exhibits.

Exhibit No.		Description
2.1		Equity Purchase Agreement, dated June 27, 2025 by and among (i) B. Riley Advisory Holdings, LLC, a Delaware limited liability company, (ii) B. Riley Advisory US, Inc., a Delaware corporation, (iii) B. Riley Financial, Inc., a Delaware corporation, (iv) Gallop U.S. Acquireco Inc., a Delaware corporation and (v) 1001243443 Ontario Inc., an Ontario corporation.*
99.1		Press Release dated June 27, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*In accordance with Item 601(a)(5) of Regulation S-K certain exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	B. Riley Financial, Inc.
	By:	/s/ Bryant Riley
	Name:	Bryant Riley
	Title:	Co-Chief Executive Officer
Date: July 3, 2025

FAQ

How many Taboola (TBLA) shares did Apollo sell on 23 June 2025?

Apollo disposed of 222,373 non-voting ordinary shares at $3.59 per share.

What is Apollo's remaining ownership in Taboola after the transaction?

Apollo indirectly holds 32,851,500 non-voting and 39,525,691 ordinary TBLA shares.

Why was Transaction Code "J" used in Taboola's Form 4?

Code J denotes "other" transactions; here it reflects an issuer repurchase to keep Apollo’s stake below 25 %.

Does the Form 4 indicate any change in control at Taboola?

No. Apollo remains a 10 % owner but the sale prevents its stake from exceeding 25 %, maintaining current control dynamics.

Is the insider sale significant to Taboola’s share count?

The 222 k shares represent 0.16 % of Apollo’s position and are immaterial relative to Taboola’s total shares outstanding.