Matrix IT (MGIC) translation reveals merger exchange ratio and expected completion

Rhea-AI Filing Summary

Matrix IT Ltd. files Amendment No. 4 to its Form CB/A providing an English translation of an Immediate Report that includes a notice regarding the share exchange ratio in its merger with Magic Software Enterprises Ltd. The translation also states the expected date for receipt of the merger certificate and completion of the transaction, and was filed with Israeli regulators on February 18, 2026.

Insights

M&A Counsel

Provides transaction mechanics and timing detail tied to the merger with Magic Software.

The filing supplies an English translation of an Immediate Report that discloses the share exchange ratio and the expected date for receipt of the merger certificate and completion. These items are procedural milestones that formalize the terms and anticipated closing.

Dependencies include receipt of the merger certificate and any regulatory clearances; follow-up filings will show whether those milestones occurred as expected.

Corporate Secretary / Compliance Analyst

Amendment ensures U.S. holders receive Rule 802(b)-compliant English materials.

The amendment attaches an English translation of the Immediate Report and confirms an informational legend complying with Rule 802(b). This supports compliance for cross‑border communications to U.S. security holders.

Subsequent disclosures may provide definitive closing confirmation and any adjustments to the exchange ratio or timing.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM CB/A

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

(AMENDMENT NO. 4)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering)	¨
Securities Act Rule 802 (Exchange Offer)	x
Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer)	¨
Exchange Act Rule 14d-1(c) (Third Party Tender Offer)	¨
Exchange Act Rule 14e-2(d) (Subject Company Response)	¨

Magic Software Enterprises Ltd.

(Name of Subject Company)

N/A

(Translation of Subject Company’s Name into English (if applicable))

Israel

(Jurisdiction of Subject Company’s Incorporation or Organization)

Matrix IT Ltd.

(Name of Person(s) Furnishing Form)

Ordinary Shares, NIS 1.00 par value

(Title of Class of Subject Securities)

559166 10 3

(CUSIP Number of Class of Securities (if applicable))

Yifat Givol, Adv.
Head of Legal Department and Corporate Secretary

3 Atir Yeda

Kfar Saba 4464303

Israel 

Tel: +972 9 9598810

(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of the Filer)

Copies to:

Nir Dash, Adv.
Herzog Fox Ne'eman
Yitzhak Sadeh 6
Tel Aviv, Israel
Telephone: +972 3 692 2020

February 19, 2026

(Date Tender Offer/Rights Offering Commenced)

PART I - INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

(a) The following documents are attached as exhibits to this Form CB:

Exhibit Number
99.1	English translation of Immediate Report of Matrix IT Ltd. (“Matrix”) including notice regarding the shares exchange ratio in the merger transaction with Magic Software Enterprises Ltd., the expected date for receipt of the merger certificate and completion of the transaction, filed by Matrix with the Israel Securities Authority and Tel Aviv Stock Exchange on February 18, 2026.

(b) Not applicable.

Item 2. Informational Legends

A legend complying with Rule 802(b) under the U.S. Securities Act of 1933, as amended, is included in each of the documents referred to in Item 1.

PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

Not applicable.

PART III - CONSENT TO SERVICE OF PROCESS

Matrix IT Ltd. submitted to the Securities and Exchange Commission a written irrevocable consent and power of attorney on Form F-X dated November 4, 2025. 

PART IV - SIGNATURES

After due 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.

Matrix IT Ltd.
/s/ Nevo Brenner
Name:	Nevo Brenner
Title:	Chief Financial Officer

Date: February 19, 2026

FAQ

What did Matrix IT Ltd. disclose about the merger with Magic Software (MGIC)?

Matrix IT disclosed the share exchange ratio and the expected date for receipt of the merger certificate. The filing attaches an English translation of the Immediate Report filed with Israeli regulators on February 18, 2026, describing those items.

Does the amendment provide English-language materials for U.S. security holders?

Yes. The amendment attaches an English translation of the Immediate Report, including a Rule 802(b) legend. This translation was filed with the Israel Securities Authority and the Tel Aviv Stock Exchange on February 18, 2026.

Has the merger been completed according to this filing?

The amendment states an expected date for receipt of the merger certificate and completion but does not confirm closing. The translation discloses the anticipated milestone; a later filing would confirm actual receipt and completion.

Who authorized service of process in the U.S. for Matrix IT Ltd.?

Matrix IT submitted an irrevocable consent on Form F-X dated November 4, 2025. That form grants consent and power of attorney for service of process in the United States.

When did the tender offer/rights offering commence per this filing?

The document lists February 19, 2026 as the commencement date for the tender offer/rights offering. The amendment focuses on the translated Immediate Report and merger timing disclosures.