[SCHEDULE 13G/A] KENON HOLDINGS LTD. SEC Filing

Rhea-AI Filing Summary

Clal Insurance Enterprises Holdings Ltd. reported beneficial ownership of 3,281,144 ordinary shares of Kenon Holdings Ltd., representing 6.29% of the class based on 52,150,242 shares outstanding. Of the reported shares, 28,553 are held for Clal's own account ("Nostro Shares") and 3,252,591 are held for members of the public through provident, pension and insurance arrangements managed by Clal subsidiaries that operate with independent voting and investment authority. Clal disclaims beneficial ownership beyond the Nostro Shares. The filing shows shared voting and shared dispositive power over the reported shares and includes a certification that the holdings are not intended to change or influence control of the issuer.

Positive

• Material institutional stake: Clal reports 3,281,144 shares (6.29%), signaling significant institutional interest in Kenon.
• Transparency on ownership split: Filing discloses 28,553 Nostro Shares held for Clal and 3,252,591 held for public funds, clarifying the nature of the position.
• Passive intent disclosed: The filing includes a certification that the holdings are not intended to change or influence control, which reduces short-term governance disruption risk.

Negative

• Limited direct parent stake: Only 28,553 shares are held for Clal’s own account, limiting its direct economic exposure and potential for parent-led initiatives.
• Reduced likelihood of coordinated influence: Majority of shares are held for third parties with independent voting, making coordinated shareholder action less likely.
• No transaction details provided: The amendment does not disclose recent acquisitions or changes in position beyond the aggregate ownership, leaving timing and intent unclear.

Insights

Securities Analyst

TL;DR: Clal holds a passive, >5% institutional stake in Kenon (3.28M shares), mostly on behalf of client funds, limiting direct control.

The Schedule 13G amendment discloses a 3,281,144 share stake equal to 6.29% of Kenon’s outstanding class. The breakdown shows only 28,553 shares for Clal's own account while the remainder are managed for public pension, provident and insurance clients by subsidiaries with independent decision-making. Because this is a 13G filing and includes a certification against influencing control, the position should be treated as institutional/passive rather than an activist accumulation. Market impact is likely informational—signaling institutional interest without an active control agenda.

Corporate Governance Expert

TL;DR: A >5% holder raises governance visibility, but Clal’s disclaimer and independent subsidiary management suggest limited coordinated governance pressure.

From a governance perspective, a reported 6.29% ownership is material in size and will attract attention from management and other investors. However, the filing clarifies that most shares are held for third-party clients and that subsidiaries exercise independent voting and investment decisions; Clal explicitly disclaims beneficial ownership beyond the Nostro Shares. The Item 10 certification further states the position is not intended to influence control. This combination reduces immediate likelihood of coordinated shareholder activism, though the stake ensures Clal will be a stakeholder for engagement or disclosure monitoring.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Kenon Holdings Ltd.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

Y46717107

(CUSIP Number)

06/30/2025

(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. Y46717107

1

Names of Reporting Persons

Clal Insurance Enterprises 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
6	Shared Voting Power 3,281,144.00
7	Sole Dispositive Power
8	Shared Dispositive Power 3,281,144.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,281,144.00

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)

6.29 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: With regard to Rows (6), (8) and (9), please see Item 4. Row (11) is based on 52,150,242 Ordinary Shares issued and outstanding as of March 31, 2025 (as reported by the Issuer in its Proxy Statement attached to the Form 6-K filed with the Securities and Exchange Commission on June 20, 2025).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Kenon Holdings Ltd.
(b)	Address of issuer's principal executive offices: 1 Temasek Avenue # 36-01, Millenia Tower, Singapore, Singapore, 0391925
Item 2.
(a)	Name of person filing: Clal Insurance Enterprises Holdings Ltd. ("Clal")
(b)	Address or principal business office or, if none, residence: 36 Raul Walenberg St., Tel Aviv 66180, Israel
(c)	Citizenship: Israel
(d)	Title of class of securities: Ordinary Shares, no par value
(e)	CUSIP No.: Y46717107
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: Of the 3,281,144 Ordinary Shares reported in this Statement as beneficially owned by the Reporting Person, (i) 28,553 Ordinary Shares are beneficially held for its own account (the "Nostro Shares"); and (ii) 3,252,591 Ordinary Shares are held for members of the public through, among others, provident funds and/or pension funds and/or insurance policies, which are managed by subsidiaries of Clal, which subsidiaries operate under independent management and make independent voting and investment decisions. Consequently, this Statement shall not be construed as an admission by Clal, that it is the beneficial owner of more than the Nostro Shares.
(b)	Percent of class: See Row (11) of the cover page of the Reporting Person above.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote:
	(ii) Shared power to vote or to direct the vote: See Row (6) of the cover page of the Reporting Person above and note in Item 4 above.
	(iii) Sole power to dispose or to direct the disposition of:
	(iv) Shared power to dispose or to direct the disposition of: See Row (8) of the cover page of the Reporting Person above and note in Item 4 above.
Item 5.	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.

Clal Insurance Enterprises Holdings Ltd

Signature:	/s/ Eran Czerninski
Name/Title:	Eran Czerninski/Authorized Signatory
Date:	08/14/2025

Signature:	/s/ Barak Benski
Name/Title:	Barak Benski/Authorized Signatory
Date:	08/14/2025

FAQ

How many Kenon Holdings (KEN) shares does Clal report owning?

Clal reports beneficial ownership of 3,281,144 ordinary shares of Kenon Holdings.

What percentage of Kenon does Clal's stake represent?

The reported stake represents 6.29% of the ordinary shares, based on 52,150,242 shares outstanding as stated in the filing.

Are the reported shares held for Clal's own account or for clients?

Only 28,553 shares are held for Clal's own account (the "Nostro Shares"); 3,252,591 shares are held for members of the public through provident, pension and insurance arrangements managed by Clal subsidiaries.

Does Clal state an intent to influence control of Kenon?

No. The filing includes a certification that the securities are not held to change or influence control of the issuer.

What voting and dispositive power does Clal report?

Clal reports shared voting power and shared dispositive power over the 3,281,144 reported shares.

Who signed the Schedule 13G amendment on behalf of Clal?

The filing lists Eran Czerninski and Barak Benski as authorized signatories for Clal.