Apollo-affiliated insiders sell 177,198 TBLA shares at $3.38

Rhea-AI Filing Summary

Taboola.com Ltd. reporting persons affiliated with Apollo disclosed a sale of 177,198 non-voting ordinary shares on 10/06/2025 at a price of $3.38 per share. After the reported transaction the filing shows indirect ownership stakes of 30,223,935 non-voting shares and 39,525,691 ordinary shares held indirectly by the reporting entities. The filing states the sales were executed with College Top Holdings, Inc. under the issuer's share repurchase program and were intended to prevent the reporting persons' ownership from reaching 25% or more. The Form 4 is signed and dated 10/07/2025.

Positive

• Transaction disclosed transparently with specific share counts and price (177,198 shares at $3.38)
• Filing states an explicit governance purpose — preventing ownership from reaching 25%, which clarifies intent and reduces uncertainty

Negative

• Reported sale reduces indirect holdings, though modest relative to total reported stakes (30,223,935 and 39,525,691)
• Use of non-voting share sales may complicate voting dynamics if similar transactions continue

Insights

Corporate Governance Analyst

Insider sale appears aimed at ownership threshold management.

The filing shows a sale of 177,198 non-voting ordinary shares at $3.38 on 10/06/2025 with the stated purpose of keeping aggregate holdings below 25%. That cadence is a common governance step to avoid triggering additional disclosure or control presumptions tied to ownership thresholds.

The main dependency is the issuer's repurchase framework and the counterparty (College Top Holdings, Inc.). Watch for any subsequent Form 4/13D filings or amendments within weeks that would confirm continued threshold management or additional transfers.

Equity Markets Specialist

Transaction size is modest versus reported aggregate holdings.

The reported disposition of 177,198 shares is small relative to the indirect holdings noted (30.2M and 39.5M shares), so its immediate market impact is likely limited. The trade price of $3.38 provides a concrete execution level for that block on 10/06/2025.

Risks include potential follow-on sales if holdings approach regulatory thresholds again; monitor filings over the next 30 days for additional dispositions or repurchase-plan disclosures that could alter float and liquidity.

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, 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^*

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	10/07/2025
	** Signature of Reporting Person	Date
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FAQ

What did the Taboola (TBLA) Form 4 filed on 10/07/2025 disclose?

The Form 4 reports a sale of 177,198 non-voting ordinary shares on 10/06/2025 at $3.38, and shows indirect holdings of 30,223,935 and 39,525,691 shares.

Why were the shares sold by the Apollo-affiliated reporting persons?

The filing states the sales were executed with College Top Holdings, Inc. under the issuer's repurchase program and were intended to keep reported ownership below 25%.

Does the Form 4 show any derivative transactions for TBLA?

No derivative securities are reported in Table II; the filing only lists non-derivative share dispositions in Table I.

How material is the reported sale relative to Apollo's holdings in TBLA?

The sale of 177,198 shares is small relative to the reported indirect holdings of 30,223,935 and 39,525,691 shares, suggesting limited immediate market impact.

Who executed the sale and under what program?

The sale was between the issuer and College Top Holdings, Inc. as part of the issuer's share repurchase program, per the filing's explanation.