[SCHEDULE 13D/A] G Willi-Food International Ltd SEC Filing

Rhea-AI Filing Summary

Amendment No. 49 to Schedule 13D discloses the current equity positions of Willi-Food Investments Ltd. (WIL), B.S.D Crown Ltd. (B.S.D), and the brothers Joseph (JW) and Zwi (ZW) Williger in G Willi-Food International Ltd. (WILC).

Ownership structure:

• WIL directly holds 8,200,542 ordinary shares, equal to 59.07 % of the 13,883,685 shares outstanding.
• B.S.D owns 771,075 shares directly and controls WIL, giving it 8,971,617 shares (64.62 %) on a look-through basis.
• JW directly owns 130,751 shares and ZW directly owns 1,406,867 shares.
• Each of JW and ZW may be deemed to beneficially own 10,514,235 shares, or 75.73 % of the class, through their 100 % ownership of B.S.D.

Recent transactions: Between 13 Nov 2024 and 7 Jul 2025, ZW purchased 176,431 shares for an aggregate US$3.24 million (converted from NIS). Purchases were made on the Tel Aviv Stock Exchange at prices ranging from $16.25 – $19.62 per share; a one-day sale of 34,014 shares occurred on 2 Jul 2025 at $19.64.

Control considerations: Although JW and ZW disclaim acting as a group, their combined direct and indirect holdings exceed three-quarters of WILC’s outstanding shares, effectively giving them joint control over voting and disposition. No other person is entitled to dividends or sale proceeds from these shares. There have been no criminal or civil securities violations by the reporting persons in the past five years.

Key takeaway for investors: Insider ownership and recent incremental buying by ZW further tighten the public float, potentially supporting the share price but also concentrating control and reducing liquidity for minority shareholders.

Positive

• Incremental insider purchases: Zwi Williger bought 176,431 shares for US$3.24 m, a direct signal of management confidence.
• High insider alignment: Combined beneficial ownership of 75.73 % tightly aligns managerial and shareholder interests.

Negative

• Reduced public float: With insiders now holding over 75 %, liquidity for minority investors is constrained.
• Concentrated control: Effective unilateral decision-making authority raises governance and minority-rights concerns.

Insights

Financial Analyst

TL;DR: Williger brothers lift combined stake to 75.7 %, signalling confidence but shrinking float.

The amendment shows Zwi Williger’s $3.2 m open-market accumulation of 176 k shares, raising insider ownership to three-quarters of WILC’s equity. Such buying often reflects management confidence and can be marginally supportive for valuation. However, the high concentration leaves <25 % in public hands, which may curb trading liquidity and narrow the investor base. Investors should weigh the positive signalling against reduced free float and potential governance entrenchment.

Corporate Governance Specialist

TL;DR: Extreme insider control heightens minority-shareholder risk despite no legal issues reported.

With B.S.D, WIL, JW and ZW collectively controlling 64–76 % of votes, board and management decisions can be unilaterally determined. The brothers disclaim acting as a Section 13(d) group, yet their economic alignment effectively yields control. While no legal proceedings or violations are noted, the limited float (≈3.5 m shares) reduces market oversight and elevates related-party-transaction risk. Impact is material for corporate governance assessments.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 49)

G Willi Food International Ltd

(Name of Issuer)

Ordinary Shares, nominal value NIS 0.10 per share

(Title of Class of Securities)

M52523103

(CUSIP Number)

Yitschak Barabi
4 Nahal Harif St.,
Yavne, L3, 81224
972-8-932-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. M52523103

1

Name of reporting person

Joseph Williger

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,514,235.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,514,235.00

11

Aggregate amount beneficially owned by each reporting person

10,514,235.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

75.73 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows (8) (10) and (11): Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL"), (ii) 771,075 Ordinary Shares held directly by B.S.D Crown LTD. ("B.S.D"), (iii) 130,751 Ordinary Shares held directly by Joseph Williger ("JW"), and (iv) 1,406,867 Ordinary Shares held directly by Zwi Williger ("ZW"). JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act. See Item 5. The beneficial ownership of the Ordinary Shares is further described in Item 5. Row (13): Based on 13,883,685 Ordinary Shares outstanding as of July 7, 2025 (as provided by the Issuer).

SCHEDULE 13D

CUSIP No. M52523103

1

Name of reporting person

Zwi Williger

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 10,514,235.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 10,514,235.00

11

Aggregate amount beneficially owned by each reporting person

10,514,235.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

75.73 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Rows (8) (10) and (11): Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL"), (ii) 771,075 Ordinary Shares held directly by B.S.D Crown LTD. ("B.S.D"), (iii) 130,751 Ordinary Shares held directly by Joseph Williger ("JW"), and (iv) 1,406,867 Ordinary Shares held directly by Zwi Williger ("ZW"). JW and ZW disclaim the existence of any group for purposes of Section 13(d) of the Exchange Act. See Item 5. The beneficial ownership of the Ordinary Shares is further described in Item 5. Row (13): Based on 13,883,685 Ordinary Shares outstanding as of July 7, 2025 (as provided by the Issuer).

SCHEDULE 13D

CUSIP No. M52523103

1

Name of reporting person

B.S.D Crown LTD.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,971,617.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,971,617.00

11

Aggregate amount beneficially owned by each reporting person

8,971,617.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

64.62 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Rows (8) (10) and (11): Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL") and (ii) 771,075 Ordinary Shares held directly by B.S.D Crown LTD. ("B.S.D"). Row (13): Based on 13,883,685 Ordinary Shares outstanding as of July 7, 2025 (as provided by the Issuer).

SCHEDULE 13D

CUSIP No. M52523103

1

Name of reporting person

Willifood Investments Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,200,542.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,200,542.00

11

Aggregate amount beneficially owned by each reporting person

8,200,542.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

59.07 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Row (13): Based on 13,883,685 Ordinary Shares outstanding as of July 7, 2025 (as provided by the Issuer). The beneficial ownership of the Ordinary Shares is further described in Item 5.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, nominal value NIS 0.10 per share
(b)	Name of Issuer: G Willi Food International Ltd
(c)	Address of Issuer's Principal Executive Offices: 4 Nahal Harif St., Yavne, ISRAEL , 81224.
Item 2.	Identity and Background
(a)	This Amendment No. 49 to Schedule 13D is being filed jointly by Willi-Food Investments Ltd. ("WIL"), B.S.D Crown LTD. ("B.S.D"), Joseph Williger ("JW") and Zwi Williger ("ZW") (the foregoing, collectively, the "Reporting Persons"). The agreement among the Reporting Persons relating to the joint filing of this Amendment to Schedule 13D is attached as an exhibit hereto.
(c)	WIL is controlled by its majority shareholder, B.S.D (formerly known as Emblaze Ltd.), a company wholly owned by JW and his brother ZW WIL, an Israeli company traded on the Tel Aviv Stock Exchange (symbol: WLFD), acts as a holding company for the shares of the Issuer, which imports and markets food products. The business address of WIL is 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, Israel. B.S.D, an Israeli private company, holds WIL shares. The business address of B.S.D is 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, Israel. JW is a citizen of Israel, is a director of B.S.D, director of WIL and the CEO of the Issuer. JW is a citizen of Israel and his principal employment is business management. The business address of JW is 76 Kaplan St., Herzliya 4674311, Israel. ZW, the brother of JW, is a director of B.S.D, the Chairman of WIL and the Chairman of the Board of Directors of the Issuer. ZW is a citizen of Israel and his principal employment is business management. The business address of ZW is 7 Hashikma St., Savion, Israel. Unless included above, set forth on Schedule I hereto, which is incorporated herein by reference, is the name, present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship of the directors and executive officers of each Reporting Person
(d)	During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the entities or individuals mentioned in this Item 2 or listed on Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Israel
Item 3.	Source and Amount of Funds or Other Consideration
	From November 13 2024 until July 7, 2025 ZW purchased 176,431 Ordinary Shares of the Issuer for aggregate consideration of $3,237,146. ZW used his personal funds to acquire these Ordinary Shares.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date hereof, WIL owns directly (and therefore is considered the beneficial owner of) 8,200,542 Ordinary Shares, or approximately 59.07% of the outstanding Ordinary Shares. Thus, as of the date hereof, WIL may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares. WIL is controlled by its majority shareholder, B.S.D, which as of the date hereof directly owns 771,075 Ordinary Shares of the issuer. Accordingly, as of the date hereof, B.S.D may be deemed to beneficially own 8,971,617 Ordinary Shares (comprised of 771,075 Ordinary Shares held directly by B.S.D, and 8,200,542 Ordinary Shares held directly by WIL), or approximately 64.62% of the outstanding Ordinary Shares. Thus, as of the date hereof, B.S.D may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares. As of the date hereof, JW directly owns though a wholly-owned company 135,751 Ordinary Shares and ZW directly owns though a wholly-owned company 1,406,867 Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each be deemed to beneficially own 10,441,235 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL, 771,075 Ordinary Shares held directly by B.S.D, 130,751 Ordinary Shares held directly by JW and 1,406,867 Ordinary Shares held directly by ZW), or approximately 75.73% of the outstanding Ordinary Shares. Thus, as of the date hereof, each of JW and ZW may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares. Each Reporting Person disclaims beneficial ownership of any Ordinary Shares except to the extent of his or its pecuniary interest therein. Neither the filing of this Amendment to Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose. Because JW and ZW are brothers, ZW serves as the Chairman of the Board of Directors of the Issuer, and JW serves as CEO of the Issuer, and JW and ZW together beneficially own 100% of the outstanding shares of B.S.D, the Reporting Persons may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act. However, ZW and JW have not acted in concert in connection with the transactions described herein and have not been, nor are they currently, parties to any voting or other arrangement with respect to their holdings in B.S.D, WIL or the Issuer, and they disclaim the existence of any such group
(b)	Except as set forth in the table below and as set forth in this Schedule 13D, to the best knowledge of the Reporting Persons, none of the Reporting Persons and no other person or entity described in Item 2 of this report has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Ordinary Shares: The following purchases were made by ZW using his personal funds: ZW purchased Ordinary Shares on the following dates and at the following prices per share: on June 16, 2025, ZW purchased 1,147 Ordinary Shares at an average price of $16.25 per share; on June 17, 2025, ZW purchased 10,240 Ordinary Shares at an average price of $16.92 per share; on June 19, 2025, ZW purchased 5,000 Ordinary Shares at an average price of $17.22 per share; on June 23, 2025, ZW purchased 2,204 Ordinary Shares at an average price of $17.66 per share; on June 29, 2025, ZW purchased 1,000 Ordinary Shares at an average price of $18.72 per share; on June 30, 2025, ZW purchased 25,779 Ordinary Shares at an average price of $19.06 per share; on July 1, 2025, ZW purchased 34,014 Ordinary Shares at an average price of $19.18 per share; on July 3, 2025, ZW purchased 4,000 Ordinary Shares at an average price of $19.18 per share; on July 4, 2025, ZW purchased 5,000 Ordinary Shares at an average price of $19.16 per share; and on July 7, 2025, ZW purchased 73,000 Ordinary Shares at an average price of $19.62 per share. On July 2, 2025, ZW sold 34,014 Ordinary Shares at an average price of $19.64 per share. All transactions were made on The Tel Aviv Stock Exchange in New Israeli Shekels (NIS). The dollar average price for each day described above represents the dollar equivalent of the NIS average price based on The Bank of Israel representative rate of exchange as of the end of the relevant date.
(d)	No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividend from, or the proceeds from the sale of, the Ordinary Shares referred to in this Item 5.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of Schedule 13D, "Material to be Filed as Exhibits" is amended and restated to read as follows: Exhibits: Number Description 99.1 Joint Filing Agreement among the Reporting Persons (incorporated by reference to Amendment No. 31 to Schedule 13D filed on August 3, 2017).

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.

Joseph Williger

Signature:	/s/ Joseph Williger
Name/Title:	Joseph Williger
Date:	07/08/2025

Zwi Williger

Signature:	/s/ Zwi Williger
Name/Title:	Zwi Williger
Date:	07/08/2025

B.S.D Crown LTD.

Signature:	/s/ Joseph Williger
Name/Title:	Joseph Williger, DIRECTOR
Date:	07/08/2025

Willifood Investments Ltd

Signature:	/s/ Yitschak Barabi
Name/Title:	Yitschak Barabi, CEO
Date:	07/08/2025

FAQ

How many G Willi-Food (WILC) shares do insiders currently control?

Joseph and Zwi Williger each may be deemed to control 10,514,235 shares, representing 75.73 % of outstanding stock.

What recent share purchases were disclosed in the Schedule 13D filing?

Between Nov 2024 and Jul 2025, Zwi Williger purchased 176,431 shares for US$3.24 million at prices of $16.25–$19.62.

What percentage of WILC shares does Willi-Food Investments Ltd. own?

WIL directly owns 8,200,542 shares, equal to 59.07 % of the outstanding ordinary shares.

Did the reporting persons indicate any legal or regulatory issues?

No. The filing states none of the reporting persons has faced criminal or civil securities violations in the past five years.

Why is the high insider ownership important to investors?

It can signal management confidence but also reduces liquidity and concentrates control, affecting minority-shareholder influence.