Phoenix Financial discloses 5.04% holding in Similarweb Ltd (SMWB)

Rhea-AI Filing Summary

Phoenix Financial Ltd. has filed an amended Schedule 13G reporting beneficial ownership of 4,173,324 ordinary shares of Similarweb Ltd., representing 5.04% of the company’s ordinary shares. This percentage is based on 82,829,428 ordinary shares outstanding as of December 16, 2025. The shares are held through various Phoenix subsidiaries, including trust funds, "nostro" accounts, and a partnership for Israeli shares, each managed with independent voting and investment decisions. Phoenix and its subsidiaries state that they do not consider themselves a group for ownership purposes, disclaim beneficial ownership beyond their pecuniary interest, and certify that the shares were not acquired to change or influence control of Similarweb.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

SIMILARWEB LTD

(Name of Issuer)

Ordinary shares, par value 0.01 NIS

(Title of Class of Securities)

M84137104

(CUSIP Number)

12/15/2025

(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. M84137104

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 4,173,324.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,173,324.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,173,324.00

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)

5.04 %

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 82,829,428 Ordinary Shares outstanding as of December 16, 2025 (as reported on Bloomberg LP).

SCHEDULE 13G

Item 1.
(a)	Name of issuer: SIMILARWEB LTD
(b)	Address of issuer's principal executive offices: 33 Yitzhak Rabin Rd., Givatayim, Israel, 5348303
Item 2.
(a)	Name of person filing: 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 0.01 NIS
(e)	CUSIP No.: M84137104
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 December 15, 2025, the securities reported herein were held as follows: 38 ordinary shares (representing 0% of the total ordinary shares outstanding) beneficially owned by The Phoenix Investments House trust funds. 216,904 ordinary shares (representing 0.26% of the total ordinary shares outstanding) beneficially owned by The Phoenix "nostro" accounts. 3,956,382.00 ordinary shares (representing 4.78% 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.
	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:	/s/ Eli Schwartz
Name/Title:	Vice President - Chief Financial Officer
Date:	12/18/2025

Signature:	/s/ Haggai Schreiber
Name/Title:	Executive Vice President - Chief Investment Officer
Date:	12/18/2025

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 November 27, 2023).

FAQ

How many Similarweb (SMWB) shares does Phoenix Financial Ltd. report owning?

Phoenix Financial Ltd. reports beneficial ownership of 4,173,324 ordinary shares of Similarweb Ltd., as stated in row 9 of the cover page.

What percentage of Similarweb’s outstanding shares does Phoenix Financial Ltd. hold?

Phoenix Financial Ltd. reports that its 4,173,324 ordinary shares represent 5.04% of Similarweb’s ordinary shares, based on 82,829,428 shares outstanding as of December 16, 2025.

How are Phoenix Financial’s Similarweb (SMWB) shares held across its subsidiaries?

As of December 15, 2025, the filing lists 38 ordinary shares held by The Phoenix Investments House trust funds, 216,904 ordinary shares held in Phoenix "nostro" accounts, and 3,956,382 ordinary shares held by Partnership for Israeli shares.

Does Phoenix Financial Ltd. claim to control Similarweb Ltd. through this stake?

No. Phoenix Financial Ltd. certifies that the securities were not acquired and are not held for the purpose or with the effect of changing or influencing the control of Similarweb Ltd.

Does Phoenix Financial Ltd. consider itself part of a group holding Similarweb shares?

The filing states that neither Phoenix Financial Ltd. nor its subsidiaries admit that a group exists for purposes of Section 13(d), and each disclaims the existence of any such group.

What voting and dispositive powers does Phoenix Financial Ltd. report for Similarweb shares?

The cover page reports 0 shares with sole voting and dispositive power and 4,173,324 shares with shared voting and shared dispositive power for Phoenix Financial Ltd.