Elbit Systems (NASDAQ: ESLT) CEO discloses substantial option holdings in trust

Rhea-AI Filing Summary

Elbit Systems Ltd filed an initial insider report showing President and CEO Bezhalel Machlis’s employee stock options held in trust. These options give an indirect right to acquire 30,000 ordinary shares at an exercise price of 134.3400 per share, expiring on July 7, 2027, and 400,000 ordinary shares at 197.8200 per share, expiring on December 19, 2028.

The options are held in an employee benefit trust managed by IBI Trust Management, with Mr. Machlis as sole beneficiary. Footnotes explain that an April 7, 2021 grant is 80% vested, with the remaining 20% vesting on April 7, 2026, and a September 19, 2024 grant vests in tranches through September 19, 2028. A net exercise mechanism means the actual shares received upon exercise will be fewer than the options’ underlying share counts.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Machlis Bezhalel

Role President and CEO

Type	Security	Shares	Price	Value
holding	Employee Stock Option (right to buy)	--	--	--
holding	Employee Stock Option (right to buy)	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 30,000 shares (Indirect, Held in an employee benefit trust by IBI Trust Management)

Footnotes (1)

1. Mr. Machlis received a grant of options on April 7, 2021, 80% of which has vested and become exercisable. The remaining 20% will vest and become exercisable on April 7, 2026. Unless otherwise determined by the option plans' administrators, a net exercise mechanism will be used with respect to the options, which entitles Mr. Machlis to exercise the options for a number of shares determined based on the excess, if any, of the fair market value of the shares underlying such options minus the exercise price of such options, calculated based on the date of exercise. Therefore, the number of shares actually received by Mr. Machlis following any exercise of options will likely be fewer than the number of shares subject to the options. Mr. Machlis's options are held in trust in accordance with the terms of his award agreement and the option plan under which they were granted. Mr. Machlis is the sole beneficiary of the options. Mr. Machlis received grants of options on September 19, 2024, which vest and become exercisable in three tranches: 40% on September 19, 2026, 30% on September 19, 2027, and 30% on September 19, 2028.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Machlis Bezhalel

(Last) (First) (Middle)

ADVANCED TECHNOLOGY CENTER PO BOX 539

(Street)

HAIFA 3100401

(City) (State) (Zip)

ISRAEL

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
ELBIT SYSTEMS LTD [ ESLT ]

3a. Foreign Trading Symbol
[ESLT]

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	07/07/2027	Ordinary Shares	30,000(2)	$134.34	I(3)	Held in an employee benefit trust by IBI Trust Management
Employee Stock Option (right to buy)	(4)	12/19/2028	Ordinary Shares	400,000(2)	$197.82	I(3)	Held in an employee benefit trust by IBI Trust Management

Explanation of Responses:

1. Mr. Machlis received a grant of options on April 7, 2021, 80% of which has vested and become exercisable. The remaining 20% will vest and become exercisable on April 7, 2026.

2. Unless otherwise determined by the option plans' administrators, a net exercise mechanism will be used with respect to the options, which entitles Mr. Machlis to exercise the options for a number of shares determined based on the excess, if any, of the fair market value of the shares underlying such options minus the exercise price of such options, calculated based on the date of exercise. Therefore, the number of shares actually received by Mr. Machlis following any exercise of options will likely be fewer than the number of shares subject to the options.

3. Mr. Machlis's options are held in trust in accordance with the terms of his award agreement and the option plan under which they were granted. Mr. Machlis is the sole beneficiary of the options.

4. Mr. Machlis received grants of options on September 19, 2024, which vest and become exercisable in three tranches: 40% on September 19, 2026, 30% on September 19, 2027, and 30% on September 19, 2028.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Adi Pinchas Confino, Attorney-in-Fact	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What insider holdings does Elbit Systems (ESLT) report for CEO Bezhalel Machlis?

Elbit Systems reports that CEO Bezhalel Machlis holds employee stock options indirectly through a trust, covering 30,000 ordinary shares at 134.3400 and 400,000 shares at 197.8200 exercise prices, with expirations in 2027 and 2028, respectively.

How are Bezhalel Machlis’s ESLT options structured and when do they vest?

His options come from grants dated April 7, 2021 and September 19, 2024. The 2021 grant is 80% vested, with the remaining 20% vesting on April 7, 2026. The 2024 grant vests 40% in 2026, 30% in 2027, and 30% in 2028.

What does the net exercise mechanism mean for ESLT CEO option grants?

A net exercise mechanism lets Mr. Machlis receive only the value of the options above the exercise price. The company calculates the excess of fair market value over the exercise price at exercise, so the actual shares received will be fewer than the total optioned shares.

How are Bezhalel Machlis’s ESLT options held according to the filing?

The filing states the options are held in an employee benefit trust managed by IBI Trust Management. They are held in trust under his award agreement and option plan, and Mr. Machlis is identified as the sole beneficiary of these options.

Does the ESLT Form 3 show any recent buying or selling by the CEO?

The Form 3 lists existing employee stock option holdings and their terms, rather than recent market transactions. It shows indirect option positions and vesting schedules, with no explicit open-market purchases or sales reported in this specific disclosure.