Gilat Announces an Oversubscribed Private Placement of US$ 100 Million to Institutional and Accredited Investors

Gilat (NASDAQ: GILT) announced an oversubscribed private placement of 8,888,889 ordinary shares at US$11.25 per share, representing ~12.15% of outstanding shares post-issuance and a ~7.9% discount to the 10-day VWAP.

Rhea-AI Summary

Gilat (NASDAQ: GILT) announced an oversubscribed private placement of 8,888,889 ordinary shares at US$11.25 per share, representing ~12.15% of outstanding shares post-issuance and a ~7.9% discount to the 10-day VWAP. The Company expects net proceeds of approximately US$98.8 million after offering expenses.

The sale is to Israeli institutional and accredited investors only under Regulation S, will include transfer restrictions, will not be registered in the U.S., and is subject to customary closing conditions with expected completion in December 2025. Proceeds are intended for general corporate purposes, including potential strategic acquisitions.

Positive

• Net proceeds of approximately US$98.8M
• Issuance size 8,888,889 shares completed via private placement
• Proceeds earmarked for general corporate purposes and acquisitions

Negative

• Post-issue dilution of approximately 12.15%
• Placement priced at a 7.9% discount to 10-day VWAP
• Shares subject to transfer restrictions and not registered in U.S.

Argus Dec 16 session

-4.56% close to close Open Argus

Details

News Market Reaction – GILT

On Dec 16, the day this news came out, GILT closed 4.56% below the previous close.

Data tracked by StockTitan Argus for the Dec 16 session.

Market Context

This announcement details a US$100 million Israeli-only private placement, issuing 8,888,889 shares ...

Analysis

This announcement details a US$100 million Israeli-only private placement, issuing 8,888,889 shares at US$11.25, a 7.9% discount to the 10-day VWAP. The new shares are expected to comprise about 12.15% of post-transaction outstanding stock, with net proceeds of roughly US$98.8 million earmarked for general corporate purposes and potential acquisitions. Investors may track how these funds support growth relative to prior contract wins, raised guidance, and the earlier US$66 million placement in 2025.

Key Figures

Private placement size: US$100 million Shares issued: 8,888,889 Ordinary Shares Offer price: US$11.25 per Share +5 more

Private placement size

US$100 million

Gross proceeds from announced private placement

Shares issued

8,888,889 Ordinary Shares

New shares to be sold to Investors

Offer price

US$11.25 per Share

Private placement purchase price

Discount to VWAP

7.9% discount

Versus 10-day Volume Weighted Average Price

Post-deal ownership

12.15% of shares

Newly issued shares as % of outstanding post-transaction

Expected net proceeds

US$98.8 million

After deducting offering expenses

Closing timing

December 2025

Expected completion of private placement

Regulation relied on

Regulation S

Exemption under U.S. Securities Act for Israel-only offering

Historical Context

5 past events · Latest: Dec 02

5 events

1. Dec 02

   Defense order win

   24h Move

   +3.8%

   Approx. $10M order for direct downlink earth observation solution.

2. Nov 20

   Commercial orders

   24h Move

   -3.1%

   Orders exceeding $6M for Wavestream SSPAs for LEO constellations.

3. Nov 12

   Q3 2025 earnings

   24h Move

   +7.2%

   Strong Q3 growth, raised FY2025 revenue and EBITDA guidance.

4. Nov 05

   IFC equipment order

   24h Move

   -0.5%

   $7M order for Aerostream 60W Ka‑band BUCs over 24 months.

5. Oct 22

   Earnings preview

   24h Move

   -2.5%

   Announcement of Q3 2025 results release date and conference call.

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

Key Terms

private placement, volume weighted average price (VWAP), accredited investors, regulation s, +2 more

6 terms

private placement financial

"to participate in a private placement (the “Private Placement”) of Ordinary Shares"

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.

volume weighted average price (VWAP) financial

"represents an approximately 7.9% discount to the 10-day Volume Weighted Average Price (VWAP)1"

Volume weighted average price (VWAP) is the average price a security traded at over a specific period, where each trade is weighted by the number of shares traded so larger trades count more. Think of it like an average price at a market where bulk purchases move the average more than small ones. Investors use VWAP as a performance benchmark and a reference point to judge whether a buy or sell happened at a good price and to guide trading decisions.

accredited investors regulatory

"Israeli institutional and accredited investors (as defined under Israel’s Securities Law, 5728-1968)"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

regulation s regulatory

"pursuant to a registration exemption afforded by Regulation S promulgated under the Securities Act"

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.

registration exemption regulatory

"pursuant to a registration exemption afforded by Regulation S promulgated under the Securities Act"

A registration exemption is a legal allowance that lets a company sell stocks, bonds or other securities without going through the full regulatory registration process. It matters to investors because offerings under an exemption often come with fewer required disclosures and limits on who can buy or when the securities can be resold; think of it like buying a product directly from a private seller rather than from a store inspection — potentially cheaper or faster, but with more risk and less transparency.

transfer restrictions regulatory

"the Shares will be subject to certain transfer restrictions"

Transfer restrictions are legal or contractual limits that prevent or delay selling, gifting, or otherwise moving ownership of a security. Think of them like a temporary lock on a share that can be imposed by law, a contract, or a registrar: they matter to investors because they reduce liquidity, can delay when holders can realize cash, and often affect a security’s market value and attractiveness to buyers.

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

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PETAH TIKVA, Israel, Dec. 16, 2025 (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, following the approval of its Board of Directors, it has received and accepted commitments from Israeli institutional and accredited investors (as defined under Israel’s Securities Law, 5728-1968) (the “Investors”), to participate in a private placement (the “Private Placement”) of Ordinary Shares of the Company (“Ordinary Shares”).

The Company is expected to issue and sell to the Investors an aggregate of 8,888,889 Ordinary Shares (the “Shares”), for a purchase price of US$11.25 per Share, which represents an approximately 7.9% discount to the 10-day Volume Weighted Average Price (VWAP)¹. The newly issued Shares are expected to represent approximately 12.15% of the Company’s issued and outstanding Ordinary Shares after the consummation of such sale. The closing of the transaction is subject to customary closing conditions and is expected to be completed in December 2025.

The Company expects to receive net proceeds from the sale of the Shares, after deducting offering expenses, of approximately US$98.8 million. The Company intends to use such proceeds for general corporate purposes, including potential strategic acquisitions.

The Private Placement is being made in Israel only and not 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, and the Shares will be subject to certain transfer restrictions. The Shares will not be registered under the Securities Act and will not be offered or sold in the United States without registration or applicable exemption from the registration requirements according to the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote or approval nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation, sale, issuance or transfer would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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 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 shares, the closing date of the transaction, and the Company’s intended use of the proceeds from the sale of the Shares. Our expectations and beliefs regarding these matters may not materialize, and actual results or events in the future are subject to risks and uncertainties that could cause actual results or events to differ materially from those projected, including, without limitation, as a result of the war and hostilities between Israel and Hamas, Hezbollah, Iran and the Houthi movement. The forward-looking statements contained in this press release are subject to other risks and uncertainties, including those more fully described in our filings with the Securities and Exchange Commission, including our Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 27, 2025. The forward-looking statements in this press release are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.

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 cloud-based platform and modems, high-performance satellite terminals, advanced Satellite On-the-Move (SOTM) antennas and ESAs, highly efficient, high-power Solid State Power Amplifiers (SSPA) and Block Upconverters (BUC) 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, broadband access, cellular backhaul, enterprise, aerospace, broadcast, and critical infrastructure clients all while meeting the most stringent service level requirements. For more information, please visit: http://www.gilat.com

Contact:

Gilat Satellite Networks

Hagay Katz, Chief Product and Marketing Officer

hagayk@gilat.com

Alliance Advisors:

GilatIR@allianceadvisors.com
Phone: +1 212 838 3777

¹ Calculated based upon the closing share price on Nasdaq on the 10 consecutive trading days ending on December 15, 2025.

FAQ

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

How many shares did Gilat (GILT) issue in the December 2025 private placement?

Gilat agreed to issue 8,888,889 ordinary shares in the private placement.

What price per share did Gilat (GILT) set for the private placement on Dec 16, 2025?

The private placement price was set at US$11.25 per share.

How much net cash will Gilat (GILT) receive from the private placement?

The Company expects net proceeds of approximately US$98.8 million after expenses.

What shareholder dilution results from Gilat's (GILT) private placement?

The newly issued shares are expected to represent about 12.15% of outstanding shares post-issuance.

When is the Gilat (GILT) private placement expected to close?

The closing is subject to customary conditions and is expected to be completed in December 2025.

Who was eligible to buy shares in Gilat's (GILT) private placement?

The offering was made only to Israeli institutional and accredited investors under Regulation S and excluded U.S. persons.

What restrictions apply to the shares issued in Gilat's (GILT) private placement?

The shares will be subject to transfer restrictions and will not be registered under the U.S. Securities Act.