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Taboola Form 4: Apollo entities reduce stake by 173,785 shares at $3.35

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

Rhea-AI Filing Summary

Apollo-affiliated reporting persons disclosed a sale of 173,785 non-voting ordinary shares of Taboola.com Ltd. on 09/02/2025 at $3.35 per share under transaction code J(1). After the sale, the group reports beneficial ownership of 31,135,182 non-voting ordinary shares (indirect) and 39,525,691 ordinary shares (indirect). The filing indicates the sales were part of the issuer's share repurchase program and intended to prevent the reporting persons' ownership from reaching 25% or more. The form refers to Exhibit 99.1 for additional details and includes signatures in Exhibit 99.2.

Positive

  • Transparency: The filing discloses the exact number of shares sold (173,785) and the sale price ($3.35).
  • Context provided: The Explanation links the sale to the issuer's share repurchase program and an explicit ownership threshold objective, improving interpretability.

Negative

  • Limited detail in form: The Form 4 references Exhibit 99.1 for additional information, so material context about the repurchase program and rationale is not included in this filing.
  • No information on timing or scale: The filing does not disclose the overall size or schedule of the repurchase program or prior trades that explain changes in ownership percentages.

Insights

TL;DR: Insider group sold 173,785 shares at $3.35 to manage ownership below 25% during issuer buybacks.

The transaction is a modest disposition relative to the reported post-transaction holdings. The sale price of $3.35 is explicit and the filing ties the sale to the issuer's repurchase program and an ownership threshold objective. The report does not provide information on timing of prior purchases or the total repurchase program size; it references Exhibit 99.1 for supporting detail. For investors, the filing documents a governance-driven trade rather than a disclosed liquidity event or change in strategic outlook.

TL;DR: Transaction appears governance- and compliance-driven to maintain ownership percentage below 25%.

The Explanation states the sales were intended to prevent aggregate ownership from reaching 25% or more, which suggests conscious ownership threshold management. The use of multiple Apollo-related entities as reporting persons is documented and the filing properly records indirect beneficial ownership amounts. The filing references exhibits for further context, so material details about the mechanics and any agreements are not present in the Form 4 itself.

Insider Apollo Management Holdings GP, LLC, College Top Holdings, Inc., Yahoo, Inc., College Parent, L.P., College Parent Holdings GP, LLC, AP IX College Holdings, L.P., AP IX College Holdings GP, LLC, Apollo Management IX, L.P., AIF IX MANAGEMENT, LLC, Apollo Management, L.P.
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Type Security Shares Price Value
Other Non-Voting Ordinary Shares, No Par Value 173,785 $3.35 $582K
holding Ordinary Shares, No Par Value -- -- --
Holdings After Transaction: Non-Voting Ordinary Shares, No Par Value — 31,135,182 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.
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)
09/02/2025
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 09/02/2025 J(1) 173,785 D $3.35 31,135,182 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*
College Top Holdings, Inc.

(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*
Yahoo, Inc.

(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*
College Parent, 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)
1. Name and Address of Reporting Person*
College Parent 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*
AP IX College 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)
1. Name and Address of Reporting Person*
AP IX College 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 IX, 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)
1. Name and Address of Reporting Person*
AIF IX MANAGEMENT, 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, 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 09/03/2025
** 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.

FAQ

What shares were sold in the Taboola (TBLA) Form 4 filing?

The reporting persons sold 173,785 non-voting ordinary shares on 09/02/2025 at $3.35 per share.

Why were the Taboola shares sold according to the Form 4?

The Explanation states the sales were part of the issuer's share repurchase program and intended to keep the reporting persons' ownership from reaching 25% or more.

Where can I find more details about the transaction rationale?

The Form 4 references Exhibit 99.1 for additional information and Exhibit 99.2 for signatures; those exhibits contain supporting details not included in the Form 4 itself.

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

Multiple Apollo-affiliated entities are listed, including Apollo Management Holdings GP, LLC, College Top Holdings, Inc., Yahoo, Inc., and several Apollo partnership and GP entities at the 9 West 57th Street address.