SCHEDULE: Federmann Group Consolidates Control of Elbit Systems with Full Release of Pledged Shares

The Federmann Group, led by Michael Federmann, has solidified its control over Elbit Systems Ltd. by securing the release of all previously pledged ordinary shares, now beneficially owning 42.4% of the company.

Summary

• This Amendment No. 8 to Schedule 13D updates the beneficial ownership of Elbit Systems Ltd. by the Federmann Group.
• The Federmann Group, comprising Michael Federmann, Federmann Enterprises Ltd. (FEL), Heris Aktiengesellschaft (HF), Beit Federmann Ltd. (BFL), Beit Bella Ltd. (BBL), and Beit Yekutiel Ltd. (BYL), collectively beneficially owns 19,580,342 Ordinary Shares.
• This represents approximately 42.4% of the 46,177,028 outstanding Ordinary Shares of Elbit Systems Ltd. as of May 23, 2025.
• The filing primarily reflects the full release of all previously pledged shares held by FEL, which were used as collateral for loans from Bank Leumi Le'Israel B.M. and Bank HaPoalim.
• The 4,655,448 Ordinary Shares originally pledged to Bank Leumi were fully released by March 24, 2025.
• The 2,175,000 Ordinary Shares originally pledged to Bank HaPoalim were fully released by July 8, 2025.
• Michael Federmann and his sons (David, Gideon, Daniel) collectively hold an indirect economic interest equivalent to approximately 26.2% of the 19,580,342 Ordinary Shares.
• Michael Federmann's sister, Irith Federmann-Landeau, holds an indirect non-voting economic interest of approximately 7.4% in the shares through an indirect 17.5% non-voting interest in FEL.

Sentiment

Score: 7

Explanation: The full release of pledged shares by the controlling shareholder group is a positive development, indicating strengthened and unencumbered control over a significant stake in the company. This reduces financial risk associated with the shares for the controlling entity.

Positives

• The full release of all previously pledged shares (totaling 6,830,448 shares) from Bank Leumi and Bank HaPoalim strengthens the Federmann Group's unencumbered control over its significant stake in Elbit Systems Ltd.
• Consolidation of ownership under the Federmann Group, with shares re-registered in FEL's name, simplifies the ownership structure and removes potential encumbrances.

Future Outlook

The Reporting Persons currently have no plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, but they reserve the right to change their plans or intentions at any time regarding their investment in the Issuer.

Industry Context

This filing primarily concerns a significant shareholder's ownership structure and control over Elbit Systems Ltd., a major international high-technology company in the defense and homeland security sectors. While not directly addressing industry trends, the consolidation of control by a key shareholder group could imply long-term stability in the company's strategic direction within these critical industries.

Comparison to Industry Standards

• This filing is a disclosure of beneficial ownership and the release of pledged shares by a controlling shareholder group, rather than a report on financial or operational performance. Therefore, a direct comparison to industry-specific financial or operational benchmarks, projects, or results of comparable companies is not applicable.

Legal Proceedings

• No Reporting Persons, nor their directors or executive officers, have been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• No Reporting Persons, nor their directors or executive officers, have been a party to a civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws, or finding any violation with respect to such laws, in the last five years.

Related Party Transactions

• The document details the intricate control structure within the Federmann Group, where Michael Federmann controls Beit Bella Ltd. (BBL) and Beit Yekutiel Ltd. (BYL), which control Beit Federmann Ltd. (BFL), which controls Federmann Enterprises Ltd. (FEL), which controls Heris Aktiengesellschaft (HF).
• Michael Federmann is the trustee of a trust for his sister, Irith Federmann-Landeau, who holds an indirect non-voting economic interest of approximately 7.4% in the 19,580,342 Ordinary Shares through an indirect 17.5% non-voting interest in FEL.
• Michael Federmann and his sons, David, Gideon, and Daniel Federmann, collectively hold an indirect economic interest equivalent to approximately 26.2% of the 19,580,342 Ordinary Shares.
• David Federmann, Michael Federmann's son, serves as the Chairman of the Board of Directors of the Issuer (Elbit Systems Ltd.).

Stakeholder Impact

• Shareholders: The consolidation of unencumbered control by the Federmann Group may provide stability in the company's long-term strategic direction, potentially reducing uncertainty related to previously pledged shares.
• Management: The Federmann Group, with Michael Federmann and his son David Federmann holding key board positions, maintains strong influence over the company's governance and strategic decisions.

Next Steps

• The Reporting Persons reserve the right to change their plans or intentions at any time and to take any and all actions they may deem appropriate with respect to their investment in the Issuer.

Key Dates

Keywords

Elbit Systems Ltd., Schedule 13D, Beneficial Ownership, Shareholder Control, Pledged Shares, Federmann Group, Corporate Governance, Defense Industry, Homeland Security, Israel