Migdal Insurance & Financial Holdings Ltd. has filed a beneficial ownership report showing a 5.1% stake in Camtek Ltd. The filing states Migdal and its subsidiaries collectively hold 2,332,037 ordinary shares, with no sole voting or dispositive power, only shared authority.
The shares are held through various Migdal subsidiaries for the benefit of policyholders, pension and provident fund members, mutual fund investors, portfolio clients and proprietary (“nostro”) accounts. Migdal and its subsidiaries formally disclaim forming a group and any beneficial ownership beyond their actual economic interest.
The signatories also certify that the Camtek shares were not acquired, and are not held, to change or influence control of Camtek, but as part of investment management activities.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Camtek Ltd
(Name of Issuer)
Ordinary Shares, par value NIS 0.01 per share
(Title of Class of Securities)
M20791105
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
M20791105
1
Names of Reporting Persons
Migdal Insurance & Financial Holdings Ltd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
2,332,037.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
2,332,037.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
2,332,037.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to rows (6), (8), (9) and (11), the beneficial ownership of the securities reported herein is described in Item 4(a).
Row (11) is based on 45,766,257 Ordinary Shares outstanding as of September 30, 2025 (as reported by the Issuer in its Report on Form 6-K filed with the Securities and Exchange Commission on November 10, 2025).
Migdal Insurance & Financial Holdings Ltd.
The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Migdal Insurance & Financial Holdings Ltd. (the "Subsidiaries"), such as Migdal Insurance Company Ltd., Migdal Sal Domestic Equities, Migdal Makefet Pension & Provident Funds Ltd., and Migdal Mutual Funds Ltd.. The Subsidiaries manage their own funds and/or the funds of others, including for holders of various insurance policies, members of pension or provident funds, unit holders of mutual funds, portfolio management clients and their nostro accounts. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions.
(b)
Address or principal business office or, if none, residence:
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See row 9 of cover page of each reporting person.
Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group. The economic interest or beneficial ownership in a portion of the securities covered by this Statement (including the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities) is held for the benefit of insurance policy holders, the owners of portfolio accounts, or the members of the provident funds or pension funds, as the case may be. In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement.
As of January 20, 2026, the securities reported herein were held as follows:
- 1,891,465 ordinary shares (representing 4.13% of the total ordinary shares outstanding) beneficially owned by Migdal Sal Domestic Equities;
- 440,572 ordinary shares (representing 0.96% of the total ordinary shares outstanding) beneficially owned by Migdal Mutual Funds Ltd..
(b)
Percent of class:
See row 11 of cover page of each reporting person
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person
(ii) Shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person and note in Item 4(a) above
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person and note in Item 4(a) above
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
What ownership stake in Camtek Ltd (CAMT) does Migdal report?
Migdal Insurance & Financial Holdings Ltd. reports beneficial ownership of 2,332,037 Camtek ordinary shares, representing 5.1% of the outstanding class. This positions Migdal as a significant institutional holder required to disclose its stake under beneficial ownership rules.
How are Camtek shares held within Migdal’s group according to the filing?
The Camtek shares are beneficially owned by various Migdal subsidiaries, including units such as Migdal Sal Domestic Equities and Migdal Mutual Funds Ltd. These subsidiaries manage funds for insurance policyholders, pension and provident members, mutual fund investors, and portfolio clients.
What portion of Camtek shares is held by Migdal Sal Domestic Equities?
Migdal Sal Domestic Equities holds 1,891,465 Camtek ordinary shares, described as representing 4.13% of Camtek’s total ordinary shares outstanding. This holding is part of the broader 5.1% stake reported by Migdal Insurance & Financial Holdings Ltd. on a consolidated beneficial ownership basis.
How many Camtek shares does Migdal Mutual Funds Ltd. own?
Migdal Mutual Funds Ltd. beneficially owns 440,572 Camtek ordinary shares, described as representing 0.96% of the total ordinary shares outstanding. These shares are held within mutual fund portfolios managed for unit holders as part of Migdal’s overall institutional investment activities.
Does Migdal claim control or group status regarding its Camtek holdings?
Migdal and its subsidiaries disclaim forming any group for Camtek under Section 13(d) and state each subsidiary operates with independent management. They also disclaim beneficial ownership beyond their actual pecuniary interest in the Camtek shares held for underlying investors.
Are Migdal’s Camtek shares held to influence control of the company?
The signatories certify the Camtek shares were not acquired and are not held for changing or influencing control of Camtek. Instead, the holdings arise from investment management for insurance, pension, provident, mutual fund and portfolio clients under a passive ownership posture.
