SCHEDULE: Controlling Shareholders Increase Stake in G Willi Food International, Bolstering Majority Ownership

Controlling shareholders Joseph and Zwi Williger, along with their associated entities, have increased their beneficial ownership in G Willi Food International Ltd. to 75.73% through recent share acquisitions.

Summary

• Joseph Williger (JW), Zwi Williger (ZW), B.S.D Crown LTD. (B.S.D), and Willi-Food Investments Ltd. (WIL) jointly filed Amendment No. 49 to Schedule 13D for G Willi Food International Ltd.
• As of July 7, 2025, the Reporting Persons collectively beneficially own 10,514,235 Ordinary Shares, representing approximately 75.73% of the Issuer's 13,883,685 outstanding Ordinary Shares.
• Willi-Food Investments Ltd. (WIL) directly owns 8,200,542 Ordinary Shares, accounting for 59.07% of the outstanding shares.
• B.S.D Crown LTD. (B.S.D), which controls WIL, directly owns 771,075 Ordinary Shares and beneficially owns a total of 8,971,617 Ordinary Shares, representing 64.62% of the outstanding shares.
• Joseph Williger directly owns 130,751 Ordinary Shares, and Zwi Williger directly owns 1,406,867 Ordinary Shares.
• Between November 13, 2024, and July 7, 2025, Zwi Williger purchased 176,431 Ordinary Shares for an aggregate consideration of $3,237,146 using personal funds.
• Notable purchases by Zwi Williger in June and July 2025 include 73,000 shares on July 7, 2025, at an average price of $19.62 per share, and 34,014 shares on July 1, 2025, at $19.18 per share.
• Zwi Williger also sold 34,014 Ordinary Shares on July 2, 2025, at an average price of $19.64 per share.
• All transactions were conducted on The Tel Aviv Stock Exchange in New Israeli Shekels (NIS), with dollar prices based on The Bank of Israel's representative exchange rate.

Sentiment

Score: 7

Explanation: The document indicates increased insider ownership and consolidation of control, which generally signals confidence from key stakeholders. While it's a routine ownership filing, the consistent buying by Zwi Williger suggests a positive outlook from management.

Positives

• Increased insider ownership by Zwi Williger, demonstrating confidence in the company's future prospects.
• Consolidation of control by the Williger family and associated entities, holding a significant majority stake of 75.73%, which can provide stability in governance.

Risks

• Joseph Williger and Zwi Williger disclaim the existence of a 'group' for purposes of Section 13(d) of the Exchange Act, stating they have not acted in concert or have voting arrangements, despite their familial relationship and shared control of B.S.D. This disclaimer could be subject to regulatory interpretation.

Future Outlook

The document does not provide specific forward-looking statements or guidance regarding the company's future performance or strategic direction, focusing solely on changes in beneficial ownership.

Management Comments

• Joseph Williger and Zwi Williger disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act.
• Joseph Williger and Zwi Williger have not acted in concert in connection with the transactions described herein and have not been, nor are they currently, parties to any voting or other arrangement with respect to their holdings in B.S.D, WIL or the Issuer, and they disclaim the existence of any such group.
• Each Reporting Person disclaims beneficial ownership of any Ordinary Shares except to the extent of his or its pecuniary interest therein.

Industry Context

This filing is a routine disclosure of changes in beneficial ownership by controlling shareholders and does not provide information to analyze broader industry trends or competitive landscape for the food import and marketing sector.

Related Party Transactions

• Zwi Williger, brother of Joseph Williger and Chairman of the Board, purchased 176,431 Ordinary Shares from November 13, 2024, to July 7, 2025, for $3,237,146 using personal funds.
• Zwi Williger also sold 34,014 Ordinary Shares on July 2, 2025, at an average price of $19.64 per share.
• Joseph Williger and Zwi Williger together own 100% of B.S.D shares, which controls Willi-Food Investments Ltd., the largest shareholder of the Issuer, establishing a clear related-party ownership structure.

Stakeholder Impact

• Shareholders: The increased beneficial ownership by controlling shareholders may signal stability and long-term commitment, potentially reducing perceived governance risks associated with dispersed ownership. However, a high concentration of ownership (75.73%) could also limit liquidity for minority shareholders and reduce their influence.
• Management/Employees: The continued control by the Williger family suggests stable leadership and strategic direction.

Key Dates

Recommendation

Keywords

G Willi Food International, SEC filing, Schedule 13D, beneficial ownership, insider buying, share acquisition, Joseph Williger, Zwi Williger, Willi-Food Investments, B.S.D Crown, Ordinary Shares, Tel Aviv Stock Exchange, corporate control