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Taboola Form 4: Apollo entities report share sale; holdings disclosed

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

Rhea-AI Filing Summary

Taboola.com Ltd. insider Form 4 summary: Apollo-affiliated reporting persons disclosed sales of Taboola securities under the issuer's share repurchase program to prevent their ownership from reaching 25%. On 08/18/2025 they reported a J(1) sale of 210,167 Non-Voting Ordinary Shares at $3.26 per share. After the reported transactions, the reporting persons beneficially owned 31,527,277 Non-Voting Ordinary Shares (indirect) and 39,525,691 Ordinary Shares (indirect). The filing states the sales were between the issuer and College Top Holdings, Inc., and references Exhibit 99.1 for further details.

Positive

  • Disclosure of transaction purpose: Filing explicitly states sales were to prevent ownership from reaching 25%, providing transparency.
  • Clear post-transaction holdings: Reports exact indirect holdings: 31,527,277 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares.

Negative

  • Disposition reported: A sale of 210,167 Non-Voting Ordinary Shares at $3.26 per share was executed.
  • Ownership management required: Reporting persons needed to sell shares to keep stake below 25%, indicating proximity to a significant ownership threshold.

Insights

TL;DR: Apollo entities sold a small block of Taboola shares under the company's buyback program to limit ownership below 25%.

The reported transaction is a formal disclosure of a 08/18/2025 J(1) sale of 210,167 Non-Voting Ordinary Shares at $3.26 each. The filing clarifies the trade was executed with the issuer as part of Taboola's repurchase program and was intended to prevent the reporting persons' stake from reaching 25% or more. Post-transaction beneficial holdings are disclosed as indirect ownership totaling 31,527,277 Non-Voting Ordinary Shares and 39,525,691 Ordinary Shares. For investors this is a compliance-driven disposition rather than an open-market directional trade; Exhibit 99.1 is cited for more context.

TL;DR: The sale appears aimed at corporate control thresholds, consistent with governance and Section 16 reporting practices.

The Form 4 indicates coordination with the issuer's repurchase program and explicitly states the transactions were structured to keep combined Apollo-related ownership below 25%. The filing lists multiple Apollo-related reporting entities and references Exhibits 99.1 and 99.2 for explanatory detail and signatures. This is a material disclosure about ownership boundaries and compliance with reporting obligations, though no derivative positions or additional transfers are reported in Table II.

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 210,167 $3.26 $685K
holding Ordinary Shares, No Par Value -- -- --
Holdings After Transaction: Non-Voting Ordinary Shares, No Par Value — 31,527,277 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).
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)
08/18/2025
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 08/18/2025 J(1) 210,167 D $3.26 31,527,277 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 08/19/2025
** 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

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

The Form 4 reports a J(1) sale on 08/18/2025 of 210,167 Non-Voting Ordinary Shares at $3.26 per share and discloses post-transaction indirect holdings.

Why were the Taboola shares sold according to the filing?

The filing states the sales were part of the issuer's share repurchase program and were intended to keep reporting persons' ownership below 25%.

What are the reporting persons' holdings after the transaction?

After the reported transactions, the filing shows 31,527,277 Non-Voting Ordinary Shares (indirect) and 39,525,691 Ordinary Shares (indirect) beneficially owned.

Who executed the transaction reported in the Form 4?

The filing indicates the reported sales were between the issuer and College Top Holdings, Inc. as part of the repurchase program.

Where can I find more detail referenced in the Form 4?

The Form 4 references Exhibit 99.1 for more information and Exhibit 99.2 for signatures.