Apollo Management, L.P. Form 4 Filed 2025-06-24

FORM 4

☐	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Apollo Management Holdings GP, LLC

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)

(Last)

(First)

(Middle)

9 WEST 57TH STREET, 43RD FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

(Street)

NEW YORK, NY 10019

(City)

(State)

(Zip)

4. If Amendment, Date 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Voting Ordinary Shares, No Par Value	06/23/2025		J⁽¹⁾		222,373	D	$3.59	32,851,500	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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Apollo Management Holdings GP, LLC 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019		X
College Top Holdings, Inc. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019		X
Yahoo, Inc. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019		X
College Parent, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019		X
College Parent Holdings GP, LLC 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019		X
AP IX College Holdings, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019		X
AP IX College Holdings GP, LLC 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019		X
Apollo Management IX, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019		X
AIF IX MANAGEMENT, LLC 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019		X
Apollo Management, L.P. 9 WEST 57TH STREET, 43RD FLOOR NEW YORK, NY 10019		X

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.

	Signatures
	see signatures attached as Exhibit 99.2	06/24/2025
	** Signature of Reporting Person	Date
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Exhibit 99.1

1. On February 24, 2025, the Issuer and College Top Holdings, Inc. (“College Holdings”) entered into a Share Repurchase Agreement (the “Repurchase Agreement”), pursuant to which the Issuer must conduct weekly repurchases of College Holdings’ Non-Voting Ordinary Shares at a purchase price determined by a market based pricing formula as specified in the Repurchase Agreement. The maximum amount of Non-Voting Ordinary Shares that may be repurchased each week will be 25% of the applicable allowable limit under Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Repurchase Agreement terminates upon the earlier of: (i) the Company obtaining regulatory approval permitting College Holdings’ equity ownership in the Company to exceed 25%; (ii) the Company determining, as specified in the Repurchase Agreement, that no such approval is required; or (iii) December 31, 2025. On March 14, 2025, the Issuer and College Holdings entered into that Amendment No. 1 to the Stock Repurchase Agreement (the “Amendment No. 1”), pursuant to which the Repurchase Agreement dated February 24, 2025 is modified and amended so that the quantity of shares for each “repurchase transaction” shall be modified to up to 1/3rd of the weekly applicable allowable Rule 10b-18 limit. On June 23, 2025, the Issuer repurchased 222,373 Non-Voting Ordinary Shares from College Holdings at $3.59 per share.

2. College Holdings holds securities of the Issuer on behalf of Yahoo Inc., its indirect wholly owned subsidiary. College Parent, L.P. (“Parent”) is the sole shareholder of College Holdings. College Parent Holdings GP, LLC (“Parent GP”) serves as the general partner of Parent. AP IX College Holdings, L.P. (“AP IX College”) is the sole member of College GP. AP IX College Holdings GP, LLC (“AP IX College GP”) is the general partner of AP IX College. Apollo Management IX, L.P. (“Management IX”) is the non-member manager of AP IX College GP. The general partner of Management IX is AIF IX Management, LLC (“AIF IX LLC”). Apollo Management, L.P. (“Apollo LP”) is the sole member and manager of AIF IX LLC. Apollo Management GP, LLC (“Management GP”) is the general partner of Apollo LP. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member of Management GP. Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Scott Kleinman, Marc Rowan and James Zelter are the managers, as well as executive officers, of Management Holdings GP.

Each of the entities listed above, other than College Holdings, and each of Messrs. Kleinman, Rowan and Zelter, disclaims beneficial ownership of any of the Issuer’s ordinary shares owned of record by College Holdings, except to the extent of any pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.

Exhibit 99.2

This Statement on Form 4 is filed by: (i) College Top Holdings, Inc.; (ii) Yahoo Inc.; (iii) College Parent, L.P.; (iv) College Parent Holdings GP, LLC; (v) AP IX College Holdings, L.P.; (vi) AP IX College Holdings GP, LLC; (vii) Apollo Management IX, L.P.; (viii) AIF IX Management, LLC; (ix) Apollo Management, L.P.; (x) Apollo Management GP, LLC; (xi) Apollo Management Holdings, L.P.; and (xii) Apollo Management Holdings GP, LLC.

Name of Designated Filer: Apollo Management Holdings GP, LLC

Date of Event Requiring Statement: June 23, 2025

Issuer Name: Taboola.com Ltd.

COLLEGE TOP HOLDINGS, INC.

By:	College Parent, L.P.,
	its sole shareholder

	By:	College Parent Holdings GP, LLC,
		its general partner

		By:	/s/ James Elworth
			James Elworth
			Vice President


YAHOO INC.

By:	/s/ Monica Mijaleski
	Monica Mijaleski
	Vice President, Chief Financial Officer and Treasurer


COLLEGE PARENT, L.P.

By:	College Parent Holdings GP, LLC,
	its general partner

	By:	/s/ James Elworth
		James Elworth
		Vice President


COLLEGE PARENT HOLDINGS GP, LLC

By:	/s/ James Elworth
	James Elworth
	Vice President

AP IX COLLEGE HOLDINGS, L.P.

By:	AP IX College Holdings GP, LLC,
	its general partner

	By:	/s/ James Elworth
		James Elworth
		Vice President


AP IX COLLEGE HOLDINGS GP, LLC

By:	/s/ James Elworth
	James Elworth
	Vice President


APOLLO MANAGEMENT IX, L.P.

By:	AIF IX Management, LLC,
	its general partner

	By:	/s/ James Elworth
		James Elworth
		Vice President


AIF IX MANAGEMENT, LLC

By:	/s/ James Elworth
	James Elworth
	Vice President


APOLLO MANAGEMENT, L.P.

By:	Apollo Management GP, LLC,
	its general partner

	By:	/s/ James Elworth
		James Elworth
		Vice President


APOLLO MANAGEMENT GP, LLC

By:	/s/ James Elworth
	James Elworth
	Vice President

APOLLO MANAGEMENT HOLDINGS, L.P.

By:	Apollo Management Holdings GP, LLC,
	its general partner

	By:	/s/ James Elworth
		James Elworth
		Vice President


APOLLO MANAGEMENT HOLDINGS GP, LLC

By:	/s/ James Elworth
	James Elworth
	Vice President