Phoenix Financial Ltd. filed an amendment to a Schedule 13G/A reporting beneficial ownership of 1,582,539 ordinary shares of Caesarstone Ltd. The filing states this equals 4.58% of Caesarstone's Ordinary Shares based on 34,577,075 Ordinary Shares outstanding as of March 10, 2026. The shares are held by various direct or indirect subsidiaries and are reported as held with shared voting and shared dispositive power. The filing disclaims any group status and describes that ownership levels in the partnership change frequently under the partnership agreement.
Positive
None.
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Insights
Institutional block reported at 4.58% of outstanding shares.
Phoenix Financial Ltd. reports 1,582,539 shares representing 4.58% of common stock based on March 10, 2026 outstanding shares. The position is held through subsidiaries that exercise shared voting and dispositive power.
The filing expressly disclaims a formal group. Subsequent filings may show changes because the partnership agreement causes ownership levels to fluctuate.
Holding reported via multiple subsidiaries with shared control.
The filing indicates the securities are held by subsidiaries operating under independent management and that voting and investment decisions are made at the subsidiary level. The report includes a disclaimer that no group exists for Section 13(d) purposes.
Because the partnership's ownership rights "change frequently," future amendments could adjust the reported percentage; monitor subsequent Schedule 13 filings for updates.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Caesarstone Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 0.04 per share
(Title of Class of Securities)
03/09/2026
(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 Number(s):
1
Names of Reporting Persons
Phoenix Financial 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
1,582,539.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,582,539.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,582,539.00
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)
4.58 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to rows (6), (7) and (11), the beneficial ownership of the securities reported herein is
described in Item 4(a).
Row (11) is Based on 34,577,075 Ordinary Shares outstanding as of March 10, 2026 (as reported on Bloomberg LP).
Phoenix Financial Ltd.
The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd. (the "Subsidiaries"). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. 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:
The address of the Phoenix Financial Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.
(c)
Citizenship:
Phoenix Financial Ltd. - Israel
(d)
Title of class of securities:
Ordinary Shares, par value NIS 0.04 per share
(e)
CUSIP No.:
M20598104
Item 3.
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. 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 March 9, 2026, the securities reported herein were held as follows:
9 ordinary shares (representing 0% of the total ordinary shares outstanding) beneficially owned by The Phoenix "nostro" accounts.
1,582,530 ordinary shares (representing 4.58% of the total ordinary shares outstanding) beneficially owned by Partnership for Israeli shares (1).
(1) All ownership rights in this partnership belong to companies that are part of Phoenix Group. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.
(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.
Ownership of 5 percent or less of a class
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.
Phoenix Financial Ltd.
Signature:
/s/ Eli Schwartz
Name/Title:
Eli Schwartz/Vice President - Chief Financial Officer
Date:
03/12/2026
Signature:
/s/ Haggai Schreiber
Name/Title:
Haggai Schreiber/Executive Vice President - Chief Investment Officer
Date:
03/12/2026
Comments accompanying signature: Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 1 to this Schedule 13G.
Exhibit Information
Exhibit 1 - Notice of resolution of the Board of Directors of the Phoenix Holdings Ltd., dated as of December 12, 2019 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on February 7, 2022)..
What stake does Phoenix Financial Ltd. report in Caesarstone (CSTE)?
Phoenix Financial Ltd. reports beneficial ownership of 1,582,539 ordinary shares, representing 4.58% of outstanding Ordinary Shares based on March 10, 2026. The shares are held through various subsidiaries with shared voting and dispositive power.
How many Caesarstone shares outstanding does the filing cite?
The filing cites 34,577,075 Ordinary Shares outstanding as of March 10, 2026. This figure is the basis for the reported 4.58% ownership percentage disclosed by Phoenix Financial Ltd.
Do Phoenix Financial subsidiaries exercise sole control over the shares?
No. The filing states the shares are reported with shared voting power and shared dispositive power. Each subsidiary is described as operating under independent management that makes its own voting and investment decisions.
Does the filing say Phoenix Financial forms a Section 13(d) group?
No. The filing explicitly disclaims that a group exists for purposes of Section 13(d) and states the reporting persons disclaim beneficial ownership in excess of their pecuniary interest, per Item 4(a).
Why might Phoenix Financial's reported percentage change over time?
The filing explains that ownership rights in the partnership belong to Phoenix Group companies and "change frequently according to a mechanism provided in the partnership agreement," which can alter the number of shares attributed to the reporting person.
