Gilat Announces $100 Million Five-Year Convertible Notes at 60% Conversion Premium

Rhea-AI Summary

Gilat Satellite Networks (NASDAQ/TASE: GILT) has secured commitments from Israeli institutional investors for a private placement of $100 million senior unsecured convertible notes bearing 3.75% annual interest and maturing on September 1, 2031, with no financial maintenance covenants.

The notes are convertible into ordinary shares at $16.00 per share, a ~60% premium to the $9.94 Nasdaq price on August 28, 2026. Gilat may force conversion after September 1, 2027 if the share price is at least $20.00 for 10 consecutive trading days. The interest rate increases by 1.25% if the share price condition of $15.00 is not met by the 18‑month measurement date. Proceeds are intended mainly to accelerate investments in next‑generation satellite and space technologies and related strategic initiatives. The offering, made only in Israel under Regulation S, is expected to close on September 1, 2026.

Positive

• $100 million long-term capital via senior unsecured convertible notes maturing 2031
• Conversion price set at $16.00, a ~60% premium to the $9.94 reference price
• Initial annual coupon of 3.75% with no financial maintenance covenants
• Proceeds earmarked to accelerate investment in next-generation satellite and space technologies

Negative

• Issuance of $100 million senior unsecured notes increases Gilat’s debt obligations through 2031
• Potential shareholder dilution if notes convert at the $16.00 conversion price
• Coupon could step up by 1.25% if share price condition of $15.00 is not met by the 18‑month measurement date

News Explained

The expected $100 million financing adds senior debt and creates potential future ownership dilution if the notes convert into shares.

Gilat has accepted commitments for approximately $100 million of senior unsecured convertible notes; if completed, the financing would create a company debt obligation and could later issue ordinary shares on conversion. The placement is expected to close on September 1, 2026, subject to customary closing conditions.

Conversion at $16.00 per share would increase the total share count and reduce existing holders’ percentage ownership, absent offsetting changes. Gilat has also undertaken to file with the SEC within 12 months after closing a registration statement or prospectus supplement covering resale of the underlying shares.

Argus Aug 31 session 2 alerts

-0.30% close to close 1.7x rel. volume Open Argus

Details

News Market Reaction – GILT

$794.81M Market Cap

On Aug 31, the day this news came out, GILT closed 0.30% below the previous close. Our momentum scanner recorded 2 alerts in the available session data. Relative volume reached 1.7x the daily average during tracking.

Data tracked by StockTitan Argus for the Aug 31 session.

Key Figures

Gross proceeds: $100 million Conversion price: $16.00 per Ordinary Share Conversion premium: 60% +5 more

Gross proceeds

$100 million

Convertible notes private placement, before fees and estimated expenses

Conversion price

$16.00 per Ordinary Share

Convertible notes

Conversion premium

60%

Above the August 28, 2026 Nasdaq sale price

Reference sale price

$9.94 per Ordinary Share

Last reported Nasdaq sale price on August 28, 2026

Conversion trigger

$20.00 for 10 consecutive trading days

Company conversion election, on or after September 1, 2027

Interest rate

3.75% per annum

Senior unsecured convertible notes

Interest-rate increase

1.25%

Increase if the 30-day average sale price condition is not met

Maturity

September 1, 2031

Unless redeemed or converted earlier

Historical Context

5 past events · Latest: Aug 17

5 events

1. Aug 17

   Peru contract

   24h Move

   -2.3%

   $14 million broadband agreement was followed by a -2.26% 24-hour reaction.

2. Aug 06

   AI technology demonstration

   24h Move

   -2.8%

   AI interference technology demonstration was followed by a -2.84% 24-hour reaction.

3. Aug 05

   Second-quarter earnings

   24h Move

   -2.4%

   Q2 revenue and non-GAAP earnings growth was followed by a -2.43% reaction.

4. Jul 30

   Investor conference presentations

   24h Move

   +5.2%

   Two August investor presentations were followed by a 5.16% 24-hour reaction.

5. Jul 16

   Earnings release scheduling

   24h Move

   -5.7%

   Q2 results announcement scheduling was followed by a -5.66% reaction.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible notes, senior unsecured financing, private placement, regulation s, +1 more

5 terms

convertible notes financial

"private placement of convertible notes issued by the Company"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

senior unsecured financing financial

"3.75% senior unsecured financing with no financial maintenance covenants"

Debt capital raised through loans or bonds that has priority over subordinated claims in a borrower’s capital structure but is not backed by specific collateral. Think of it as an agreed promise to be paid before junior lenders but without a physical asset tied to the loan; that priority affects how likely lenders are to recover money if the borrower gets into financial trouble, and thus influences the interest rate and perceived risk for investors.

private placement financial

"to participate in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

regulation s regulatory

"pursuant to a registration exemption afforded by Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

deed of trust financial

"pursuant to the terms and conditions of a deed of trust"

A deed of trust is a legal document used to secure a loan with real property: the borrower conveys title to a neutral third-party trustee to hold as security for the lender until the loan is repaid. Think of it like placing a home's title in temporary escrow so the lender has a clear path to recover value (usually by trustee sale) if the borrower defaults. It matters to investors because it determines how quickly and cheaply a lender can enforce the loan, the priority of claims on the property, and the legal rights attached to mortgage-backed assets.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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3.75% senior unsecured financing with no financial maintenance covenants
Transaction provides long-term financial flexibility to accelerate investments in space technologies and additional strategic opportunities

PETAH TIKVA, Israel, Aug. 31, 2026 (GLOBE NEWSWIRE) -- Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) (“Gilat” or the “Company”), a worldwide leader in satellite networking technology, solutions, and services, announced today that it has received and accepted commitments from Israeli institutional investors, as defined under Israel’s Securities Law, 5728-1968 (the “Investors”), to participate in a private placement (the “Private Placement”) of convertible notes issued by the Company (the “Notes”). Subject to the terms and conditions of the Notes, the Notes will be convertible into ordinary shares, par value NIS 0.20 per share, of the Company (the “Ordinary Shares”).

The gross proceeds from the sale of the Notes are expected to be approximately $100 million, before deducting fees and estimated offering expenses. Gilat intends to use the net proceeds for general corporate purposes, with a particular focus on accelerating investments in next-generation satellite and space technologies, supporting initiatives and the continued expansion of its multi-orbit, mobility, ground and defense technology capabilities.

“This financing further strengthens Gilat’s financial flexibility and provides us with additional capital to accelerate investment in the technologies shaping the future of space and satellite communication,” said Adi Sfadia, Gilat’s CEO. “We see significant opportunities across innovative space technologies and multi-orbit connectivity, advanced ground technologies, mobility and defense. This additional capital enhances our ability to invest organically, expand our technology portfolio and pursue opportunities that can broaden our capabilities and addressable markets.”

The conversion price will be $16.00 per Ordinary Share, representing a conversion premium of approximately 60% above the last reported sale price of $9.94 per Ordinary Share on the Nasdaq Global Select Market (“Nasdaq”) on August 28, 2026. However, if the sale price per Ordinary Share on Nasdaq equals or exceeds $20.00 for 10 consecutive trading days, Gilat may elect, from time to time, to cause the holders of the Notes to convert the Notes (subject to certain limitations), on or after September 1, 2027.

The Notes will be senior unsecured obligations of Gilat and will bear interest at a rate of 3.75% per annum from and including the date of the Closing, with interest payable annually on September 1 of each year, beginning on September 1, 2027. If the sale price per Ordinary Share on Nasdaq does not equal or exceed an average of $15.00 for a consecutive 30-day period ending 18 months after the issuance date (the “Measurement Date”), the interest rate for the period beginning on the Measurement Date will increase by 1.25%. The Notes will mature on September 1, 2031, unless redeemed or converted earlier.

The Private Placement is expected to close on September 1, 2026 (the date of the closing, the “Closing”), subject to the satisfaction of customary closing conditions.

The Private Placement is being made only in Israel and is not being made to U.S. persons, as defined in Rule 902 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration exemption afforded by Regulation S promulgated under the Securities Act. During the 40-day distribution compliance period under Category 2 of Regulation S, the Notes may not be offered or sold to a U.S. person or for the account or benefit of a U.S. person (other than a distributor). The Notes and the Ordinary Shares will be subject to certain transfer restrictions.

The Notes will be issued in the Private Placement pursuant to the terms and conditions of a deed of trust between Gilat and Reznik Paz Nevo Trusts Ltd., as trustee. The Notes will not be registered under the Securities Act and will not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act. Gilat has undertaken to prepare and file with the SEC, no later than 12 months following the Closing, a new registration statement or a prospectus supplement to a prospectus that forms part of an existing registration statement for the resale of the Ordinary Shares underlying the Notes.

About Gilat

Gilat Satellite Networks Ltd. (NASDAQ: GILT, TASE: GILT) is a leading global provider of satellite-based broadband communications. With over 35 years of experience, we develop and deliver deep technology solutions for satellite, ground, and new space connectivity, offering next-generation solutions and services for critical connectivity across commercial and defense applications.  We believe in the right of all people to be connected and are united in our resolution to provide communication solutions to all reaches of the world.

Together with our wholly owned subsidiaries Gilat Wavestream, Gilat DataPath, and Gilat Stellar Blu, we offer integrated, high-value solutions supporting multi-orbit constellations, Very High Throughput Satellites (VHTS), and Software-Defined Satellites (SDS) via our Commercial and Defense Divisions. Our comprehensive portfolio is comprised of a software-defined platform and modems, high-performance satellite terminals, advanced Satellite On-the-Move (SOTM) antennas and Electronically Steered Antennas (ESAs), highly efficient, high-power Solid State Power Amplifiers (SSPAs) and Block Upconverters (BUCs) and includes integrated ground systems for commercial and defense markets, field services, network management software, and cybersecurity services.

Gilat’s products and tailored solutions support multiple applications including government and defense, IFC and mobility, cellular backhaul, enterprise, aerospace and critical infrastructure clients, all while meeting the most stringent service level requirements. For more information, please visit: https://www.gilat.com.

Legal Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements that are not historical facts and can generally be identified by the use of forward-looking terminology such as “estimate,” “project,” “intend,” “expect,” “believe,” “anticipate,” “plan,” “may,” “will,” “seek,” “could,” “should,” or similar expressions. Forward-looking statements generally relate to future events or our future financial or operating performance. Forward-looking statements in this press release include, but are not limited to, statements related to our expectations regarding the issuance and sale of the Notes, the closing date of the transaction, and the intended use of the proceeds from the sale of the Notes. These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements of Gilat to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include, among others, changes in general economic, market and business conditions; failure to maintain market acceptance of Gilat’s products; failure to timely develop and introduce new technologies, products and applications; rapid changes in the markets in which Gilat operates; increased competition, loss of market share or pressure on prices; loss of key OEM partners; inability to attract and retain qualified personnel; inability to protect proprietary technology; and risks associated with Gilat’s international operations and its location in Israel, including those arising from regional military conflicts and geopolitical instability. For additional information regarding these and other risks and uncertainties, please refer to Gilat’s filings with the U.S. Securities and Exchange Commission. Gilat undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contact:

Gilat Satellite Networks
Hagay Katz, Chief Products and Marketing Officer
PublicRelations@gilat.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gilat Satellite Networks (GILT) announce about its $100 million convertible notes on August 31, 2026?

Gilat announced commitments for a $100 million private placement of senior unsecured convertible notes. According to Gilat, the notes carry a 3.75% annual coupon, mature on September 1, 2031, and provide funding to support investments in next-generation satellite and space technologies.

What is the conversion price and premium for Gilat (GILT) 2026 convertible notes?

The notes are convertible at $16.00 per ordinary share. According to Gilat, this represents an approximate 60% conversion premium over the $9.94 last reported Nasdaq sale price of its shares on August 28, 2026.

What are the key terms of Gilat (GILT) 3.75% senior unsecured convertible notes?

Gilat’s notes are senior unsecured obligations bearing 3.75% annual interest and maturing on September 1, 2031. According to Gilat, interest is payable annually, the notes have no financial maintenance covenants, and they are convertible into ordinary shares at $16.00 per share.

When can Gilat (GILT) force conversion of the 2026 convertible notes?

Gilat may cause holders to convert the notes on or after September 1, 2027 if its Nasdaq share price equals or exceeds $20.00 for 10 consecutive trading days. According to Gilat, this election is subject to certain limitations in the notes’ terms.

How could the interest rate change on Gilat (GILT) 3.75% convertible notes?

The interest rate may increase by 1.25% after the 18‑month measurement date. According to Gilat, this step-up applies if its Nasdaq share price does not average at least $15.00 over a consecutive 30‑day period ending on that measurement date.

How will Gilat (GILT) use the proceeds from the $100 million convertible notes offering?

Gilat plans to use net proceeds for general corporate purposes, emphasizing growth investments. According to Gilat, this includes accelerating spending on next-generation satellite and space technologies, and expanding multi-orbit, mobility, ground, and defense technology capabilities.

Where is Gilat (GILT) conducting the 2026 private placement of convertible notes?

The private placement is being conducted only in Israel with Israeli institutional investors. According to Gilat, the notes are offered under Regulation S, are not registered under the U.S. Securities Act, and are subject to transfer restrictions including a 40‑day distribution compliance period.