Kanen group shifts to passive 9.8% stake in Allot (ALLT)

Rhea-AI Filing Summary

Kanen Wealth Management and affiliated funds report beneficial ownership of 4,793,041 Allot Ltd. ordinary shares, representing approximately 9.8% of the outstanding shares. The holdings span the Philotimo Fund, the Philotimo Focused Growth & Income Fund, managed accounts, and David L. Kanen personally.

After Allot authorized a share repurchase program of up to $40 million, the group states it no longer holds the stock with a purpose of changing or influencing control and plans to report future positions on Schedule 13G as a passive investor group. The filing details past open-market purchases funded by working capital and client funds and clarifies shared voting and dispositive power across the entities.

Key Figures

Group stake: 4,793,041 shares Ownership percentage: 9.8% Shares outstanding: 48,923,099 shares +4 more

7 metrics

Group stake 4,793,041 shares Beneficially owned collectively by reporting persons

Ownership percentage 9.8% Group beneficial ownership of Allot ordinary shares

Shares outstanding 48,923,099 shares Allot ordinary shares outstanding as of March 6, 2026

Philotimo position 2,320,000 shares (4.7%) Philotimo Fund LP beneficial ownership

PHLOX position 1,200,000 shares (2.5%) Philotimo Focused Growth & Income Fund beneficial ownership

Share repurchase authorization $40 million Allot share repurchase program announced June 23, 2026

SEC civil penalty $109,000 Cease-and-desist order penalty paid by David L. Kanen

Key Terms

Schedule 13D, Schedule 13G, beneficially owned, share repurchase program, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Schedule 13G regulatory

"Accordingly, the Reporting Persons intend to make future filings relating to the Issuer on Schedule 13G..."

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

beneficially owned financial

"As of the close of business on June 25, 2026, Philotimo beneficially owned 2,320,000 Shares."

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

share repurchase program financial

"announcement on June 23, 2026 that it has authorized a share repurchase program of up to $40 million..."

A share repurchase program is when a company buys back its own shares from the marketplace. This reduces the total number of shares available, which can increase the value of each remaining share and signal confidence in the company's prospects. For investors, it often suggests that the company believes its stock is undervalued or that it has extra cash to return to shareholders.

Joint Filing Agreement regulatory

"entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing..."

cease-and-desist regulatory

"consented to the entry of an Order Instituting Cease-and-Desist Proceedings by the Securities and Exchange Commission..."

A cease-and-desist is a formal demand—often a letter or court order—that tells a person or company to stop a specific activity immediately or face legal action, like an official warning notice. For investors it matters because receiving or issuing one can signal legal risk, potential fines, lost revenue or injunctions that could affect a company’s operations, costs and reputation, similar to a red flag that may change future earnings or valuation.

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Available on EDGAR 06/25/2026 - 05:15 PM Accepted by SEC EDGAR 06/25/2026 - 05:15 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Allot Ltd.

(Name of Issuer)

Ordinary Shares, par value ILS 0.10 per share

(Title of Class of Securities)

M0854Q105

(CUSIP Number)

MR. DAVID L. KANEN
KANEN WEALTH MANAGEMENT, LLC, 6810 Lyons Technology Circle, Suite 160
Coconut Creek, FL, 33073
631-863-3100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/18/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): M0854Q105

1

Name of reporting person

Philotimo Fund, LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,320,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,320,000.00

11

Aggregate amount beneficially owned by each reporting person

2,320,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

4.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): M0854Q105

1

Name of reporting person

Philotimo Focused Growth & Income Fund

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,200,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,200,000.00

11

Aggregate amount beneficially owned by each reporting person

1,200,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): M0854Q105

1

Name of reporting person

Kanen Wealth Management LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,756,874.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,756,874.00

11

Aggregate amount beneficially owned by each reporting person

4,756,874.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.7 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): M0854Q105

1

Name of reporting person

Kanen David

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF, PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 36,167.00
8	Shared Voting Power 4,756,874.00
9	Sole Dispositive Power 36,167.00
10	Shared Dispositive Power 4,756,874.00

11

Aggregate amount beneficially owned by each reporting person

4,793,041.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value ILS 0.10 per share
(b)	Name of Issuer: Allot Ltd.
(c)	Address of Issuer's Principal Executive Offices: 22 HANGAR STREET, NEVE NE'EMAN, INDUSTRIAL ZONE B, HOD-HASHARON, ISRAEL , 4501317.
Item 1 Comment: The following constitutes the Schedule 13D filed by the undersigned (the "Schedule 13D").
Item 2.	Identity and Background
(a)	This statement is filed by: (i) Philotimo Fund, LP, a Delaware limited partnership ("Philotimo"), with respect to the Ordinary Shares, par value ILS 0.10 per share (the "Shares") directly and beneficially owned by it; (ii) Philotimo Focused Growth and Income Fund, a series of World Funds Trust, a Delaware statutory trust ("PHLOX"), with respect to the Shares beneficially owned by it; (iii) Kanen Wealth Management, LLC, a Florida limited liability company ("KWM"), as the general partner of Philotimo and the investment manager of PHLOX and certain separately managed accounts (the "Managed Accounts"); and (iv) David L. Kanen, as the managing member of KWM. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b)	The address of the principal office of each of Philotimo, PHLOX, KWM and Mr. Kanen is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, Florida 33073.
(c)	The principal business of each of KWM, Philotimo and PHLOX is investing in securities. The principal occupation of Mr. Kanen is serving as the managing member of KWM.
(d)	No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years no Reporting Person was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws, except as described below. On September 25, 2024, Mr. David L. Kanen, without admitting or denying any findings, consented to the entry of an Order Instituting Cease-and-Desist Proceedings by the Securities and Exchange Commission ("SEC") in settlement of an administrative proceeding that alleges violations of Section 13(d) and Section 16(a) and the rules thereunder for failing to timely file certain beneficial ownership reports on Schedule 13D and Schedule 13G. The order considered remedial acts promptly undertaken by Mr. Kanen and his cooperation and ordered Mr. Kanen to cease and desist from causing any future violations of the charged provisions and imposed a civil monetary penalty of $109,000, which Mr. Kanen has paid in full.
(f)	Mr. Kanen is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	The Shares purchased by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by PHLOX were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by KWM on behalf of the Managed Accounts were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 2,320,000 Shares beneficially owned by Philotimo is approximately $10,956,878, including brokerage commissions. The aggregate purchase price of the 1,200,000 Shares beneficially owned by PHLOX is approximately $4,227,564, including brokerage commissions. The aggregate purchase price of the 1,236,874 Shares held in the Managed Accounts is approximately $7,802,301, including brokerage commissions. The aggregate purchase price of the 36,167 Shares beneficially owned by Mr. Kanen is approximately $210,076, including brokerage commissions.
Item 4.	Purpose of Transaction
	The Reporting Persons recently engaged with the Issuer's management and Board of Directors regarding opportunities for value creation. Following the Issuer's announcement on June 23, 2026 that it has authorized a share repurchase program of up to $40 million of the Shares, the Reporting Persons no longer hold securities of the Issuer with a purpose or effect of changing or influencing control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. Accordingly, the Reporting Persons intend to make future filings relating to the Issuer on Schedule 13G pursuant to Rule 13d-1(c) of the Exchange Act in accordance with Rule 13d-1(h) of the Exchange Act. The Reporting Persons purchased the Shares based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable. Except as noted in this Schedule 13D, no Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons' investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer's financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate percentage of Shares reported owned by each person named herein is based upon 48,923,099 Shares outstanding as of March 6, 2026, as reported in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission ("SEC") on March 26, 2026. A. Philotimo As of the close of business on June 25, 2026, Philotimo beneficially owned 2,320,000 Shares. Percentage: Approximately 4.7% B. PHLOX As of the close of business on June 25, 2026, PHLOX beneficially owned 1,200,000 Shares. Percentage: Approximately 2.5% C. KWM As of the close of business on June 25, 2026, KWM beneficially owned 4,756,874 Shares, consisting of (a) the 2,320,000 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo, (b) the 1,200,000 Shares owned directly by PHLOX, which KWM may be deemed to beneficially own as the investment manager of PHLOX and (c) 1,273,041 Shares held in the Managed Accounts, which KWM may be deemed to beneficially own as the investment manager of the Managed Accounts. Percentage: Approximately 9.7% D. Mr. Kanen As of the close of business on June 25, 2026, Mr. Kanen may be deemed to beneficially own 4,793,041 Shares, consisting of (a) the 36,167 Shares owned directly by Mr. Kanen, (b) the 2,320,000 Shares owned directly by Philotimo, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM, (c) the 1,200,000 Shares owned directly by PHLOX, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM, and (d) the 1,236,874 Shares held in the Managed Accounts, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM. Percentage: Approximately 9.8%. Each Reporting Person is a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 4,793,041 Shares beneficially owned in the aggregate by all the Reporting Persons, constituting approximately 9.8% of the outstanding Shares. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
(b)	A. Philotimo 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,320,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,320,000 B. PHLOX 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,200,000 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,200,000 C. KWM 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 4,756,874 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,756,874 D. Mr. Kanen 1. Sole power to vote or direct vote: 36,167 2. Shared power to vote or direct vote: 4,756,874 3. Sole power to dispose or direct the disposition: 36,167 4. Shared power to dispose or direct the disposition: 4,756,874
(c)	A. Philotimo Philotimo has not entered into transactions in the Shares during the past 60 days. B. PHLOX PHLOX has not entered into transactions in the Shares during the past 60 days. C. KWM The transactions in the Shares by KWM during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market. D. Mr. Kanen The transactions in the Shares by Mr. Kanen during the past 60 days are set forth in Exhibit 1 and are incorporated herein by reference. All of such transactions were effected in the open market.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On June 25, 2026, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	1 - Transactions in Securities. 99.1 - Joint Filing Agreement, dated June 25, 2026.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Philotimo Fund, LP

Signature:	/s/ David L. Kanen
Name/Title:	David L. Kanen, Managing Member of Kanen Wealth Management, LLC, its general partner
Date:	06/25/2026

Philotimo Focused Growth & Income Fund

Signature:	/s/ David L. Kanen
Name/Title:	David L. Kanen, Managing Member of Kanen Wealth Management, LLC, its investment adviser
Date:	06/25/2026

Kanen Wealth Management LLC

Signature:	/s/ David L. Kanen
Name/Title:	David L. Kanen, Managing Member
Date:	06/25/2026

Kanen David

Signature:	/s/ David L. Kanen
Name/Title:	David L. Kanen
Date:	06/25/2026

FAQ

How big is Kanen Wealth Management’s stake in Allot (ALLT)?

Kanen Wealth Management and related entities beneficially own 4,793,041 Allot shares, about 9.8% of outstanding shares. This includes positions held by Philotimo Fund, the Philotimo Focused Growth & Income Fund, managed accounts, and David L. Kanen personally.

Which Allot (ALLT) entities are part of the Kanen reporting group?

The reporting group includes Philotimo Fund LP, Philotimo Focused Growth & Income Fund (PHLOX), Kanen Wealth Management LLC, and David L. Kanen. They filed jointly under a Joint Filing Agreement covering their combined beneficial ownership in Allot.

What is Allot’s total share count used in the Kanen 13D filing?

The ownership percentages are based on 48,923,099 Allot ordinary shares outstanding as of March 6, 2026. That figure comes from Allot’s Annual Report on Form 20-F filed with the SEC on March 26, 2026, and underpins all percentage calculations.

Why will Kanen’s future Allot (ALLT) filings move to Schedule 13G?

After Allot authorized a $40 million share repurchase program, the Kanen group says it no longer holds shares with a purpose of changing or influencing control. They therefore intend to report future positions on Schedule 13G as a passive investor group.

How are Kanen’s Allot (ALLT) shares distributed across funds and accounts?

Philotimo beneficially owns 2,320,000 shares (4.7%), PHLOX holds 1,200,000 shares (2.5%), and Kanen Wealth Management is deemed to own 4,756,874 shares (9.7%). David L. Kanen is deemed to beneficially own 4,793,041 shares (9.8%) in total.

What did Allot (ALLT) recently authorize that affects Kanen’s stance?

Allot’s board authorized a share repurchase program of up to $40 million of its ordinary shares on June 23, 2026. Following this decision, the Kanen group states it no longer seeks to change or influence control at Allot and will file on Schedule 13G.