SCHEDULE: Phoenix Financial Discloses 5.76% Stake in Perion Network, Dissolves Reporting Group
Beneficial Ownership Disclosure
Phoenix Financial Ltd. has filed an amended Schedule 13G, revealing a 5.76% beneficial ownership stake in Perion Network Ltd. and announcing the dissolution of a previously associated reporting group.
Summary
- Phoenix Financial Ltd. reported beneficial ownership of 2,591,927.96 Ordinary Shares of Perion Network Ltd. as of July 14, 2025.
- This stake represents 5.76% of Perion Network Ltd.'s outstanding ordinary shares, calculated based on 45,037,180 shares outstanding as of March 5, 2025.
- The ownership is held through various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd., which operate under independent management and make their own investment decisions.
- The beneficial ownership is distributed among The Phoenix Investments House trust funds (195,624.96 shares or 0.43%), The Phoenix "nostro" accounts (407,734.00 shares or 0.91%), Partnership for Israeli shares (1,840,208.00 shares or 4.09%), and Partnership for investing in shares indexes (148,361.00 shares or 0.33%).
- Phoenix Financial Ltd. and its subsidiaries hold shared voting and shared dispositive power over all reported shares.
- The filing explicitly states that the securities were not acquired and are not held for the purpose of changing or influencing control of Perion Network Ltd.
- A previously deemed "group" between Phoenix Financial Ltd. and Value Base Fund Limited Partnership was dissolved as of July 14, 2025.
Sentiment
Score: 5
Explanation: A Schedule 13G filing is a routine disclosure of passive ownership and generally carries a neutral sentiment. The maintenance of a significant stake by an institutional investor can be seen as a minor positive signal of confidence, but it does not indicate any new strategic or financial developments.
Positives
- Phoenix Financial Ltd., a significant institutional investor, maintains a substantial 5.76% beneficial ownership in Perion Network Ltd., indicating continued investment interest.
Future Outlook
No forward-looking statements or guidance were provided in this filing.
Industry Context
This filing indicates a significant institutional investor's continued stake in Perion Network Ltd., a company operating in the ad-tech and SaaS sectors. It represents a routine disclosure for large passive investments by institutional funds.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Group Dissolution | The 'group' that may have been deemed to exist between Phoenix Financial Ltd. and Value Base Fund Limited Partnership was dissolved. | 2025-07-14 | This indicates that Phoenix Financial Ltd. and Value Base Fund Limited Partnership will no longer be considered acting in concert for reporting purposes regarding Perion Network Ltd. shares, and will file individually if required. |
Related Party Transactions
- 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. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant institutional shareholder's stake and its passive investment intent, confirming a large investor's continued position in the company.
Next Steps
- Further filings with respect to transactions in the securities reported herein will be filed, if required, by members of the dissolved group in their individual capacity.
Key Dates
| Date | Description |
|---|---|
| 2019-12-12 | Date of resolution of the Board of Directors of Phoenix Financial Ltd. authorizing signatures (referenced in Exhibit 1). |
| 2021-10-25 | Date of previous Schedule 13G filing where Exhibit 1 was incorporated by reference. |
| 2025-03-05 | Date as of which 45,037,180 ordinary shares of Perion Network Ltd. were outstanding, used as the basis for percentage calculation. |
| 2025-03-25 | Date Perion Network Ltd. filed its Form 20-F with the SEC, reporting outstanding shares. |
| 2025-07-14 | Date of event which requires filing of this statement; also the date the group with Value Base Fund Limited Partnership was dissolved and the date as of which the securities were held. |
| 2025-07-21 | Date the Schedule 13G Amendment No. 17 was signed and filed. |
Recommendation
holdThis Schedule 13G filing is a routine disclosure of a passive ownership stake by Phoenix Financial Ltd. in Perion Network Ltd. It indicates that a significant institutional investor maintains a position but does not suggest any new strategic developments, financial performance changes, or activist intent. The dissolution of a reporting group is an administrative change. As such, the filing itself does not provide new information that would warrant a change in investment recommendation; therefore, a 'hold' recommendation is appropriate, pending further operational or financial news from Perion Network Ltd.
Keywords
Perion Network Ltd., Phoenix Financial Ltd., Schedule 13G, Beneficial Ownership, Institutional Investor, Ordinary Shares, Equity Stake, SEC Filing, Investment Management, Passive Investment
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