TBLA Form 4: 177,198 shares sold at $3.38 under repurchase plan

Rhea-AI Filing Summary

Taboola.com Ltd. (TBLA) had a reported insider sale on 10/06/2025 where 177,198 Non-Voting Ordinary Shares were disposed of at $3.38 per share. After the reported transaction, certain related reporting persons hold 30,223,935 and 39,525,691 Ordinary Shares beneficially (indirectly). The filing states the sales occurred between the issuer and College Top Holdings, Inc. under the issuer's share repurchase program and were intended to prevent the reporting persons' ownership from reaching 25%.

Positive

• Disclosed repurchase mechanics indicate the sale was executed through the issuer's buyback program rather than an undisclosed private transfer
• Transaction details provided include share count (177,198) and price ($3.38), supporting transparent Section 16 reporting

Negative

• Indirect holdings remain large (reported beneficial ownership of 30,223,935 and 39,525,691 shares), requiring ongoing monitoring
• Ownership management to avoid a 25% threshold suggests proximity to a significant control boundary that could trigger different regulatory or governance consequences if crossed

Insights

Corporate Governance Analyst

TL;DR: A controlled sale within a repurchase program reduced reported holdings to stay below a 25% threshold.

The transaction shows 177,198 Non-Voting Ordinary Shares were disposed of at $3.38 on 10/06/2025, with the filing explicitly stating the sale was between the issuer and College Top Holdings, Inc. as part of a share repurchase program. This indicates the issuer executed a buyback-related transfer rather than an open-market trade by the reporting persons.

Key dependencies and risks include the mechanics of the repurchase program and any future transfers that could again approach or exceed the 25% ownership threshold; monitor repurchase cadence and any additional Form 4 filings in the near term for changes in indirect holdings.

Securities Compliance Specialist

TL;DR: The filing documents a coordinated, disclosed sale intended to manage Section 16 ownership levels.

The Explanation section explicitly ties the sales to the issuer's share repurchase program and states the intent to keep reporting persons’ ownership below 25%. That admission provides clear compliance context under Section 16 reporting rules.

Practical items to watch include any Exhibit 99.1 details referenced for further mechanics and the timing of future reportable transactions; these could appear within days to weeks if the program continues.

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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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)
10/06/2025

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	10/06/2025		J(1)		177,198	D	$3.38	30,223,935	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	10/07/2025
	** 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 did Taboola (TBLA) insiders sell on 10/06/2025?

Insiders disposed of 177,198 Non-Voting Ordinary Shares at $3.38 per share on 10/06/2025.

Why were the shares sold according to the Form 4?

The filing states the sales were between the issuer and College Top Holdings, Inc. as part of the issuer's share repurchase program to keep reporting persons' ownership from reaching 25%.

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

The Form 4 reports beneficial ownership amounts of 30,223,935 and 39,525,691 Ordinary Shares following the reported transaction(s).

Was the sale an open-market trade by the reporting persons?

No. The Explanation states the sale occurred between the issuer and College Top Holdings, Inc. under a share repurchase program, not an open-market sale by the reporting persons.

Where can I find more detail on the repurchase mechanics referenced?

The filing references Exhibit 99.1 for more information on the repurchase mechanics; investors should consult that exhibit when available.