SCHEDULE: Phoenix Financial Discloses 4.84% Stake in Perion Network

Phoenix Financial Ltd. reported a 4.84% beneficial ownership stake in Perion Network Ltd. ordinary shares as of December 31, 2025, through its various subsidiaries.

Summary

• Phoenix Financial Ltd., an Israeli entity, reported beneficial ownership of 1,956,583.16 ordinary shares of Perion Network Ltd.
• This stake represents 4.84% of Perion Network Ltd.'s total outstanding ordinary shares, which were 40,427,762 as of January 1, 2026.
• The ownership is held by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd.
• The subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes, insurance policies, pension/provident funds, mutual funds, and portfolio management clients.
• Each subsidiary operates under independent management and makes its own independent voting and investment decisions.
• The filing explicitly states that the securities were not acquired or held for the purpose of changing or influencing control of Perion Network Ltd.
• The beneficial ownership is distributed among subsidiaries as follows: The Phoenix Investments House trust funds (214,445.16 shares, 0.53%), Partnership for Israeli shares (1,580,804 shares, 3.91%), and Partnership for investing in shares indexes (161,334 shares, 0.40%).

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of beneficial ownership by an institutional investor. The continued stake, while passive, can be seen as a neutral to slightly positive signal of investor confidence. No significant positive or negative operational news is contained within.

Positives

• A significant institutional investor, Phoenix Financial Ltd., maintains a substantial stake in Perion Network Ltd., indicating continued confidence in the company.
• The passive nature of the investment, explicitly stating no intent to influence control, suggests stability in the ownership structure without activist pressure.

Future Outlook

No forward-looking statements or guidance regarding Perion Network Ltd.'s operations or financial performance are provided in this beneficial ownership report.

Management Comments

• The securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
• Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.

Industry Context

This filing indicates a large institutional investor's continued passive stake in a publicly traded company, which is a common occurrence in the financial markets. It reflects ongoing investment activity by a significant financial institution.

Comparison to Industry Standards

• This filing is a standard disclosure of beneficial ownership, consistent with regulatory requirements for institutional investors holding less than 5% of a company's outstanding shares with passive intent.
• The 4.84% stake is below the 5% threshold that would trigger a more detailed Schedule 13D filing, which is typical for institutional investors focused on portfolio management rather than corporate control.

Related Party Transactions

• The filing notes that all ownership rights in the 'Partnership for Israeli shares' and 'Partnership for investing in shares indexes' belong to companies that are part of Phoenix Group, indicating an internal arrangement within the reporting entity's corporate structure.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional holder's stake, confirming a passive investment approach and no intent to influence control.
• Management: No direct impact on the management or operations of Perion Network Ltd. is indicated, as the stake is passive and below the threshold for activist engagement.

Key Dates

Recommendation

This Schedule 13G filing is a routine disclosure of a passive ownership stake by an institutional investor. It does not contain new financial performance data, strategic shifts, or material events that would warrant a change in investment recommendation. The continued presence of a large institutional holder is generally a neutral to slightly positive signal, but without further operational or financial news, a 'hold' recommendation is appropriate as it provides no new basis for buying or selling.

Keywords

Perion Network, Phoenix Financial, Beneficial Ownership, Schedule 13G, Ordinary Shares, Institutional Investor, Equity Stake, SEC Filing, M78673114