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Form 4: Apollo entities disclose TBLA sale under repurchase program

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

Rhea-AI Filing Summary

Taboola.com Ltd. (TBLA) Form 4 disclosure reports a sale of non-voting ordinary shares by affiliated Apollo reporting persons on 09/08/2025. The filing shows 193,776 non-voting ordinary shares were disposed at $3.34 per share. Following the transaction, the reporting persons disclose 30,941,406 non-voting ordinary shares beneficially owned and 39,525,691 ordinary shares beneficially owned, each held indirectly. The filing identifies multiple Apollo-related entities as reporting persons and explains the sale occurred under the issuer’s share repurchase program to prevent the reporting persons’ ownership from reaching 25% or more. The Form 4 includes references to Exhibits 99.1 and 99.2 for additional details and signatures.

Positive

  • Transparent disclosure of insider sale and post-transaction beneficial ownership by multiple Apollo entities
  • Sale explicitly linked to the issuer’s share repurchase program and intention to keep ownership below 25%, clarifying motive

Negative

  • Reduction of holdings (193,776 non-voting shares sold) decreases the reporting persons’ stake, though holdings remain large
  • Reliance on exhibits for additional details means key contextual information is not fully contained within the Form 4 text

Insights

TL;DR: Small disclosed sale under a repurchase program; ownership remains substantial but structured to avoid exceeding 25%.

The Form 4 documents a modest disposition of 193,776 non-voting ordinary shares at $3.34 each by Apollo-affiliated reporting persons on 09/08/2025. The report shows large indirect holdings of 30,941,406 non-voting shares and 39,525,691 ordinary shares post-transaction, indicating continued significant economic exposure despite the sale. The filing explicitly states the sale related to the issuer’s repurchase program and was intended to prevent the reporting persons’ stake from reaching 25% or more. This is a routine, compliance-oriented disclosure with limited immediate market impact.

TL;DR: Transaction appears governance-driven to manage ownership thresholds; filing is transparent and includes supporting exhibits.

The disclosure lists multiple Apollo entities as reporting persons, all at the same New York address, and provides an explanation that the sale was conducted between the issuer and College Top Holdings, Inc. as part of Taboola’s repurchase program. The explicit rationale—to keep ownership below 25%—is governance-relevant because crossing that threshold can trigger additional regulatory or control considerations. Exhibits are referenced for more information and signatures, showing procedural thoroughness in the filing.

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 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.
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*
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 09/09/2025
** 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.

FAQ

What transaction did the Apollo reporting persons report on the Taboola (TBLA) Form 4?

They reported the disposition of 193,776 non-voting ordinary shares on 09/08/2025 at a price of $3.34 per share.

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

The filing shows 30,941,406 non-voting ordinary shares and 39,525,691 ordinary shares beneficially owned indirectly following the transaction.

Why were the shares sold according to the Form 4?

The sale was conducted as part of the issuer’s share repurchase program and was intended to keep the reporting persons’ ownership from reaching 25% or more.

Which entities filed the Form 4 for these transactions?

Multiple Apollo-affiliated entities are listed as reporting persons, including Apollo Management Holdings GP, LLC, College Top Holdings, Inc., Yahoo, Inc., and several Apollo partnership and management entities, all at the same New York address.

Where can I find additional information referenced in the filing?

The Form 4 refers to Exhibit 99.1 for more information about the repurchase-related sales and Exhibit 99.2 for signatures.