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Taboola Insider Filing: Apollo Trims Non-Voting Shares Amid Buyback

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

Rhea-AI Filing Summary

Form 4 filed 07/21/2025: Apollo Management Holdings GP, LLC and affiliated Apollo entities, each a 10%+ shareholder of Taboola.com Ltd. (TBLA), reported a single transaction coded “J”. The filing shows 159,637 non-voting ordinary shares were transferred at $3.60 per share between the issuer and College Top Holdings, Inc. under Taboola’s share-repurchase program. Following the transaction Apollo still controls 32,153,324 non-voting ordinary shares and 39,525,691 voting ordinary shares, well above the 10% threshold but below the 25% level referenced in the footnotes.

Footnote 1 states the sale is designed to keep Apollo’s ownership from reaching 25% of Taboola’s outstanding shares, implying a regulatory or governance cap. No derivative securities were involved and no other insider transactions were reported.

Positive

  • Company buyback involvement suggests ongoing share-repurchase activity, which can be accretive to remaining shareholders.

Negative

  • Insider sale by 10% owner, even if small and administrative, can be perceived negatively by the market.

Insights

TL;DR – Minor insider sale to manage ownership cap; limited market impact.

Apollo sold 159.6k non-voting shares (≈0.3% of its TBLA position) at $3.60, a price in line with recent trading ranges. Footnotes indicate the move is administrative, preventing ownership from breaching a 25% ceiling while Taboola conducts buybacks. With 71.7 M total shares still held, Apollo remains a strategic investor. The tiny size relative to float and the non-voting class suggests neutral fundamental impact, though headline-driven investors may view any insider selling as modestly negative.

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 159,637 $3.60 $575K
holding Ordinary Shares, No Par Value -- -- --
Holdings After Transaction: Non-Voting Ordinary Shares, No Par Value — 32,153,324 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).
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)
07/21/2025
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 07/21/2025 J(1) 159,637 D $3.6 32,153,324 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 07/21/2025
** 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

How many Taboola (TBLA) shares did Apollo sell on 07/21/2025?

Apollo sold 159,637 non-voting ordinary shares at $3.60 each.

What ownership stake does Apollo hold after the reported transaction?

Apollo beneficially owns 32,153,324 non-voting and 39,525,691 ordinary shares of Taboola.

Why was the Form 4 transaction coded 'J'?

Code J denotes an 'Other' transaction; footnotes say it was done to keep Apollo’s ownership below 25% during Taboola’s buyback.

Did Apollo dispose of any derivative securities?

No. Table II shows no activity in derivative securities.

Is this insider transaction considered large?

No. The sale represents roughly 0.3% of Apollo’s TBLA holdings, a de-minimis amount.