Apollo Trims Taboola Stake via $3.24 Buyback, Keeps Holding Under 25%

Rhea-AI Filing Summary

On 04 Aug 2025, Apollo Management Holdings GP, LLC and related Apollo entities—each listed as a 10%-plus owner and director of Taboola.com Ltd. (NASDAQ: TBLA)—filed a Form 4 reporting a disposition of 123,828 non-voting ordinary shares at $3.24 per share (Transaction Code J). The transaction was executed directly with the issuer under Taboola’s share-repurchase program.

After the sale, Apollo’s indirect beneficial ownership stands at 31,889,948 non-voting ordinary shares and 39,525,691 ordinary shares. Footnote 1 states that the sales are intended to keep Apollo’s ownership below the 25 % threshold of Taboola’s outstanding shares; further details are provided in Exhibit 99.1. No derivative positions were acquired or disposed of in the filing, and no other classes of securities were affected.

Positive

• Issuer repurchase removes 123,828 shares from public float, marginally lowering share count.
• Compliance with 25 % ownership cap reduces regulatory and control-related risk.

Negative

• Large insider continues to trim stake, though amount is small relative to holdings.

Insights

Securities Analyst

TL;DR: Minor stake trim by Apollo via issuer buyback; neutral to share count, limited market impact.

The 123.8k-share sale equals roughly 0.3 % of Apollo’s combined ownership and <0.1 % of Taboola’s total shares, signalling an immaterial dilution change. Because the issuer repurchased the shares, no new supply enters the market. The filing’s purpose—maintaining ownership below 25 %—suggests compliance, not a strategic exit. Therefore, impact on valuation, liquidity and control dynamics is negligible.

Corporate Governance Expert

TL;DR: Transaction keeps insider ownership under 25 %; governance-driven, not value-driven.

Maintaining Apollo’s stake below the 25 % cap mitigates potential change-of-control implications under Israeli corporate law and exchange rules. The structured buyback through the issuer demonstrates proactive governance alignment. Since voting rights remain with ordinary shares, Apollo still wields considerable influence (≈39.5 m votes). Overall governance balance unchanged, so market impact is neutral.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Apollo Management Holdings GP, LLC

(Last) (First) (Middle)

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Taboola.com Ltd. [ TBLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Non-Voting Ordinary Shares, No Par Value	08/04/2025		J(1)		123,828	D	$3.24	31,889,948	I	See Footnote(2)
Ordinary Shares, No Par Value								39,525,691	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Apollo Management Holdings GP, LLC

(Last) (First) (Middle)

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Apollo Management GP, LLC

(Last) (First) (Middle)

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Apollo Management Holdings, L.P.

(Last) (First) (Middle)

9 WEST 57TH STREET, 43RD FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The reported sales are between the Issuer and College Top Holdings, Inc., as part of the Issuer's share repurchase program and are intended to keep the Reporting Persons' ownership of Taboola's outstanding shares from reaching 25% or more. See Exhibit 99.1 for more information.

2. See Exhibit 99.1.

	see signatures attached as Exhibit 99.2	08/04/2025
	** Signature of Reporting Person	Date
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FAQ

How many Taboola (TBLA) shares did Apollo sell on 04-Aug-2025?

Apollo disposed of 123,828 non-voting ordinary shares at $3.24 per share.

What is Apollo’s current ownership in Taboola after the Form 4?

Apollo now indirectly owns 31.89 M non-voting shares and 39.53 M ordinary shares.

Why did Apollo execute the sale through Taboola’s share-repurchase program?

Footnote 1 states the sale helps ensure Apollo’s ownership stays below 25 % of outstanding shares.

Were any derivative securities involved in the transaction?

No. Table II shows zero derivative activity for the reporting period.

Does the transaction affect Apollo’s director status at Taboola?

No change was reported; Apollo entities remain listed as directors and 10% owners.