Phoenix Financial Ltd. has filed an amended Schedule 13G reporting a significant passive stake in Gilat Satellite Networks Ltd. Phoenix reports beneficial ownership of 8,325,123.88 ordinary shares of Gilat, representing 11.38% of the ordinary shares outstanding, based on 73,143,907 shares outstanding as of January 19, 2026. As of January 16, 2026, these shares are held across various Phoenix subsidiaries, including trust funds, "nostro" accounts, linked insurance policies, and investment partnerships. Phoenix states that each subsidiary manages its funds independently, disclaims being part of a group, and disclaims beneficial ownership beyond its actual pecuniary interest. The filing also certifies that the holdings are not for the purpose of changing or influencing control of Gilat.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 14)
Gilat Satellite Networks Ltd
(Name of Issuer)
Ordinary Shares, NIS 0.20 nominal value
(Title of Class of Securities)
M51474118
(CUSIP Number)
01/16/2026
(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 No.
M51474118
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
8,325,123.88
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,325,123.88
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,325,123.88
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)
11.38 %
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 73,143,907 Ordinary Shares outstanding as of January 19, 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, NIS 0.20 nominal value
(e)
CUSIP No.:
M51474118
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 January 16, 2026, the securities reported herein were held as follows:
1,807,989.22 ordinary shares (representing 2.47% of the total ordinary shares outstanding) beneficially owned by The Phoenix Investments House - trust funds.
533,490 ordinary shares (representing 0.73% of the total ordinary shares outstanding) beneficially owned by The Phoenix "nostro" accounts.
89,047 ordinary shares (representing 0.12% of the total ordinary shares outstanding) beneficially owned by Linked insurance policies of Phoenix.
5,874,255 ordinary shares (representing 8.03% of the total ordinary shares outstanding) beneficially owned by Partnership for Israeli shares (1).
20,342.66 ordinary shares (representing 0.03% of the total ordinary shares outstanding) beneficially owned by Partnership for investing in shares indexes (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.
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.
Phoenix Financial Ltd.
Signature:
Eli Schwartz
Name/Title:
CFO
Date:
01/27/2026
Signature:
Haggai Schreiber
Name/Title:
CIO
Date:
01/27/2026
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 Phoenix Financial Ltd., dated as of December 12, 2019 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on March 13, 2022). - https://www.sec.gov/Archives/edgar/data/897322/000117891322001054/exhibit_1.htm
What stake does Phoenix Financial Ltd. report in Gilat Satellite Networks Ltd. (GILT)?
Phoenix Financial Ltd. reports beneficial ownership of 8,325,123.88 ordinary shares of Gilat Satellite Networks Ltd., representing 11.38% of Gilat’s ordinary shares outstanding.
How did Phoenix Financial Ltd. calculate its 11.38% ownership in GILT?
The 11.38% figure is based on 73,143,907 ordinary shares of Gilat outstanding as of January 19, 2026, as referenced in the filing.
How are Phoenix Financial Ltd.’s GILT shares held across its entities?
As of January 16, 2026, the reported Gilat shares are held by Phoenix trust funds, "nostro" accounts, linked insurance policies, and two investment partnerships that are part of the Phoenix Group.
Does Phoenix Financial Ltd. seek to influence control of Gilat Satellite Networks Ltd.?
Phoenix certifies that the securities were not acquired and are not held for the purpose of changing or influencing the control of Gilat and are not part of any control-related transaction.
Does Phoenix Financial Ltd. claim to be part of a group under Section 13(d) for its GILT holdings?
No. Phoenix and its subsidiaries expressly disclaim that a group exists for purposes of Section 13(d) and state that each subsidiary acts under independent management.
Who signed the Schedule 13G/A for Phoenix Financial Ltd.’s GILT position?
The filing is signed by Eli Schwartz, CFO, and Haggai Schreiber, CIO of Phoenix Financial Ltd., with authority based on a board resolution referenced as an exhibit.
