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Taboola (TBLA) Form 4: Apollo reduces stake via repurchase program

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Taboola.com Ltd. Form 4 summary: Multiple Apollo entities reported a disposition of 193,776 non-voting ordinary shares on 09/08/2025 at $3.34 per share, filed on 09/09/2025. After the reported transaction, the Apollo entities beneficially own 30,941,406 non-voting ordinary shares and 39,525,691 ordinary shares, each held indirectly. The filing identifies Apollo as a director and a 10% owner. The sale is described as part of Taboola's share repurchase program and was executed with College Top Holdings, Inc. to prevent the Reporting Persons' ownership from reaching 25% or more. Exhibits 99.1 and 99.2 are referenced for additional details and signatures.

Positive

  • The filing provides clear disclosure of the transaction, including number of shares, price ($3.34), and purpose tied to the issuer's repurchase program.
  • Reporting Persons remain transparent about indirect beneficial ownership levels (30,941,406 non-voting shares and 39,525,691 ordinary shares).

Negative

  • The Reporting Persons disposed of 193,776 non-voting ordinary shares, which modestly reduces their stake but the entities continue to hold a large indirect position.
  • The filing indicates the sale was needed to prevent ownership from reaching 25% or more, implying concentration of ownership approaching significant governance thresholds.

Insights

TL;DR: Insider sale of 193,776 shares at $3.34 executed under repurchase program; ownership remains substantial and likely neutral to valuation.

The transaction is a disclosed disposition under Rule 16 reporting rules and was executed as part of the issuer's share repurchase program with College Top Holdings, Inc. The price of $3.34 and the relatively modest lot size versus total beneficial holdings indicate this was a targeted sale to manage ownership thresholds rather than a large-scale exit. Beneficial ownership remains concentrated with Apollo-related entities, which could continue to influence governance.

TL;DR: Reported sale appears governance-driven to avoid a 25% ownership trigger; disclosure and use of repurchase program are procedurally appropriate.

The filing explicitly states the sale's purpose is to prevent the Reporting Persons’ stake from reaching 25% or more, which suggests attention to regulatory or governance thresholds. Continued indirect ownership of over 30 million non-voting shares preserves control influence. The filing cites exhibits for supporting details and includes required signatures, meeting SEC Form 4 disclosure standards.

Insider Apollo Management Holdings GP, LLC, Apollo Management GP, LLC, Apollo Management Holdings, L.P.
Role 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Other Non-Voting Ordinary Shares, No Par Value 193,776 $3.34 $647K
holding Ordinary Shares, No Par Value -- -- --
Holdings After Transaction: Non-Voting Ordinary Shares, No Par Value — 30,941,406 shares (Indirect, See Footnote); Ordinary Shares, No Par Value — 39,525,691 shares (Indirect, See Footnote)
Footnotes (1)
  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. See Exhibit 99.1.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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, 41ST 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)
09/08/2025
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 09/08/2025 J(1) 193,776 D $3.34 30,941,406 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, 41ST 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, 41ST 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, 41ST 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 09/09/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Apollo report on the Taboola (TBLA) Form 4 filed 09/09/2025?

Apollo entities reported a disposition of 193,776 non-voting ordinary shares on 09/08/2025 at $3.34 per share and filed the Form 4 on 09/09/2025.

How many Taboola shares do the Apollo reporting persons beneficially own after the transaction?

After the reported transaction, the Apollo reporting persons beneficially own 30,941,406 non-voting ordinary shares and 39,525,691 ordinary shares, each held indirectly.

Why was the sale executed according to the Form 4?

The filing states the sales were executed between the issuer and College Top Holdings, Inc. as part of Taboola's share repurchase program to prevent the Reporting Persons' ownership from reaching 25% or more.

Which Apollo entities filed the Form 4 for Taboola (TBLA)?

The filing lists Apollo Management Holdings GP, LLC, Apollo Management GP, LLC, and Apollo Management Holdings, L.P. with the same New York address as reporting persons.

Are there exhibits referenced in the Form 4 for more information?

Yes. The Form 4 references Exhibit 99.1 for additional information about the repurchase program and Exhibit 99.2 for signatures.