SCHEDULE: Value Base Entities Maintain 5.61% Stake in Perion Network, Announce Reporting Group Dissolution

Sentiment:

Beneficial Ownership Report


Value Base Ltd. and its affiliated entities have reported a continued 5.61% beneficial ownership in Perion Network Ltd. and formally announced the dissolution of a prior reporting group.

Summary

  • Value Base Ltd., Victor Shamrich, Ido Nouberger, and Value Base Fund Management Ltd. for Value Base Fund General Partner Ltd. are the reporting persons.
  • The reporting persons collectively beneficially own 2,528,710 ordinary shares of Perion Network Ltd., par value NIS 0.03 per share.
  • This ownership represents 5.61% of Perion Network Ltd.'s outstanding ordinary shares, based on 45,037,180 shares outstanding as of March 5, 2025.
  • The 'group' that may have been deemed to exist between Value Base Fund Limited Partnership and Phoenix Financial Ltd. was dissolved as of July 14, 2025.
  • Future filings regarding transactions in these securities will be made by members of the dissolved group in their individual capacity, if required.
  • The securities were not acquired and are not held for the purpose or with the effect of changing or influencing the control of Perion Network Ltd.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and group dissolution, providing no explicit positive or negative sentiment regarding the company's performance or outlook.

Positives

  • The continued beneficial ownership of 5.61% by Value Base entities indicates a sustained significant investment in Perion Network Ltd.

Future Outlook

No forward-looking statements or guidance are provided in this beneficial ownership report.

Management Comments

  • The reporting persons certify that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing is a routine disclosure of beneficial ownership and changes in reporting group structure, specific to Perion Network Ltd. and its investors. It does not provide information on broader industry trends or competitive landscape.

Stakeholder Impact

  • Shareholders are informed of the continued significant ownership stake by Value Base entities and the formal dissolution of a prior reporting group, which clarifies future reporting responsibilities for these investors.

Next Steps

  • Further filings with respect to transactions in the securities reported will be filed, if required, by members of the dissolved group in their individual capacity.

Key Dates

DateDescription
September 27, 2023Date of unanimous written resolutions of the directors of Value Base Fund Management Ltd., referenced in Exhibit 2.
March 3, 2025Date of the prior Schedule 13G filing by the Reporting Persons, referenced for Exhibit 1 and 2.
March 5, 2025Date as of which 45,037,180 ordinary shares of Perion Network Ltd. were reported as outstanding.
March 25, 2025Date Perion Network Ltd.'s Form 20-F was filed with the SEC, reporting outstanding shares.
July 14, 2025Date of the event requiring this filing and the dissolution of the reporting group between Value Base Fund Limited Partnership and Phoenix Financial Ltd.
July 15, 2025Date of signing and filing of this Schedule 13G Amendment No. 1.

Keywords

Perion Network Ltd., Value Base Ltd., beneficial ownership, Schedule 13G, ordinary shares, investor stake, group dissolution, SEC filing, M78673114

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