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our ability to identify and secure suitable land for renewable energy projects and to successfully develop and convert such projects into Operational Projects;

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limited availability of, and access to, interconnection facilities and transmission systems, which may result in project delays, increased costs, or project cancellations;

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our ability to obtain and maintain required governmental, environmental and other regulatory approvals and permits in a timely manner and on acceptable terms;

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construction delays, operational disruptions and supply chain constraints, including increases in the cost of materials and services, cost overruns and disputes with contractors;

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disruptions in international trade, including as a result of political, social or economic instability, tariffs, trade restrictions and evolving regulations relating to forced labor and supply chains (such as the UFLPA and similar European Union regulations);

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our suppliers’ ability and willingness to perform their contractual obligations, including risks relating to equipment quality, performance failures and long lead times for critical components;

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intense competition from traditional utilities and renewable energy companies in developing renewable energy projects;

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potential decreases in demand for renewable energy or shifts in governmental policy (including in the United States) that favor fossil fuel or other energy sources, as well as our ability to enter into new offtake contracts on acceptable terms as existing contracts expire;

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the impact of the growing use of artificial intelligence on energy demand, pricing and regulation, as well as risks associated with our own use of artificial intelligence, including legal, regulatory, cybersecurity and reputational risks;

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our offtakers’ ability to fulfill or renew their contractual obligations, including their ability to terminate contracts or seek remedies if our projects fail to meet development, operational or performance benchmarks or if their creditworthiness deteriorates;

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exposure to electricity price volatility, including merchant market risk, under certain offtake arrangements;

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technical and operational challenges, including unplanned outages, reduced output, equipment degradation and failure, and operator curtailment;

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dependence on suitable meteorological and environmental conditions and our ability to accurately predict such conditions, as well as the potential impacts of climate change;

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limitations in our ability to enforce warranties or recover losses from counterparties if our projects do not perform as expected;

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government actions that may restrict or reduce profitability, including curtailment orders, energy price caps, windfall taxes and changes to subsidy regimes or carbon pricing mechanisms;

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electricity price volatility, extreme weather conditions, natural disasters, transmission constraints and other operational risks, as well as the possibility that our insurance coverage may not be adequate to cover resulting losses;

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our dependence on a limited number of Operational Projects for a substantial portion of our cash flows;

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risks associated with growing our portfolio through acquisitions, including regulatory approvals (such as CFIUS), integration risks and potential liabilities;

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rapid technological changes that could impair the competitiveness of our projects or affect expected returns;

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macroeconomic risks, including inflation, interest rate volatility and currency exchange fluctuations;

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our ability to attract and retain qualified personnel in a competitive labor market;

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legal, regulatory and compliance risks across multiple jurisdictions, including litigation risk;

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cyber-attacks, security incidents and other disruptions to our IT systems or operational infrastructure, as well as risks associated with terrorism, war, or other geopolitical events;

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changes in renewable energy policies, regulations and incentives, including the reduction, elimination or expiration of governmental support mechanisms and subsidies;

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risks associated with expansion into new markets and new lines of business, including data center development and direct-to-customer electricity sales;

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risks related to international trade compliance, including tariffs, sanctions, export controls and anti-bribery and anti-corruption laws;

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compliance with Environmental Health and Safety (EHS) requirements and evolving ESG-related expectations;

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our level of indebtedness and our ability to obtain financing, including project financing and tax equity financing, on favorable terms;

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limitations on our operational flexibility resulting from tax equity and other financing arrangements;

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potential disputes with partners, investors and other counterparties that could reduce our rights to project cash flows;

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risks associated with changes in tax laws and regulations across jurisdictions, including the implementation of global minimum tax regimes (such as Pillar Two);

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risks related to our incorporation and operations in Israel, including ongoing regional conflicts, geopolitical instability, supply chain disruptions and potential impacts on credit ratings;

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the costs and management burden associated with being a public company, including compliance with U.S. securities laws and internal control requirements; and

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provisions in our Articles of Association and applicable law that may delay or prevent a change of control or limit shareholders’ rights.

A.	[Reserved.]

B.	Capitalization and Indebtedness

C.	Reasons for the Offer and Use of Proceeds

D.	Risk Factors

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obtaining financeable land rights, including land rights for the project site that allow for eventual construction and operation without undue burden, cost or interruption;

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entering into financeable arrangements for the sale of the electrical output, and, in certain cases, capacity, ancillary services and renewable energy attributes, generated by or attributable to the project;

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obtaining economically feasible interconnection positions with Independent System Operators (“ISOs”), regional transmission organizations and regulated utilities;

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accurately estimating, and where possible mitigating, costs arising from potential transmission grid congestion, limited transmission capacity and grid reliability constraints, which may contribute to significant interconnection upgrade costs that could render certain of our projects uneconomic;

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providing letters of credit or other forms of payment and performance security required in connection with the development of the project, which security requirements may increase over time;

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accurately estimating our costs and total revenues and income over the life of the project years before its construction and operation, while taking into consideration the possibility that markets may shift during that time;

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receiving required environmental, land-use, and construction and operation permits and approvals from governmental agencies in a timely manner and on reasonable terms, which permits and approvals are governed by statutes and regulations that may change between issuance and construction. For example, in 2025, we did not receive the required permits for an Israeli project in our development portfolio. It has since been written off and abandoned;

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avoiding or mitigating impacts to protected or endangered species or habitats, migratory birds, wetlands or other water resources, and/or archaeological, historical or cultural resources;

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securing necessary rights-of-way for access, as well as water rights and other necessary utilities for project construction and operation;

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securing appropriate title coverage, including coverage for mineral rights and mechanics’ liens;

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negotiating development agreements, public benefit agreements and other agreements to compensate local governments for project impacts;

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negotiating tax abatement and incentive agreements, whenever applicable;

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complying with U.S. Safe Harbor regulations to ensure project eligibility for tax credits whenever applicable;

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obtaining financing, including debt, equity, and tax equity financing;

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negotiating satisfactory energy, procurement and construction (“EPC”) or balance of plant (“BoP”) agreements, including agreements with third-party EPC or BoP contractors;

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completing construction on budget and on time; and

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when initiating construction on an operational site (for the purposes of hybridization or retrofitting generating assets) existing generation arrangements may be shifted or suspended, impacting the operational and financial performance of the project.

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the availability of, or inability to obtain, sufficient land suitable for solar energy and wind energy project development. In many markets, topography, existing land use and/or transmission constraints limit the availability of sites for solar energy and wind energy development. For these reasons, attractive and commercially feasible sites may become a scarce commodity, and we may be unable to site our projects at all or on terms as favorable as those applicable to our current projects;

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the presence or potential presence of waking or shadowing effects caused by neighboring activities, which reduce potential energy production by decreasing wind speeds or reducing available insolation; and

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due to the large amount of land required to site solar energy and wind energy projects, there may be greater risk of the presence or occurrence of one or more of the following: (i) pollution, contamination or other wastes at the project site; (ii) protected plant or animal species; (iii) archaeological or cultural resources; or (iv) local opposition to wind energy and solar energy projects in certain markets due to concerns about noise, health, environmental or other alleged impacts of such projects due to the presence or potential presence of land use restrictions and other environment-related siting factors.

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timely implementation and satisfactory completion of construction;

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obtaining and maintaining required governmental permits and approvals, including making appeals of, and satisfying obligations in connection with, approvals obtained;

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permit and litigation challenges from project stakeholders, including local governments, residents, environmental organizations, labor organizations, tribes and others who may oppose the project;

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grants of injunctive relief to stop or prevent construction of a project in connection with any permit or litigation challenges;

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bureaucratic procedures and responsibilities at the national and local level of government which may take longer than expected to be completed;

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delivery of modules, wind turbines or battery energy storage systems on-budget and on-time;

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discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites;

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discovery of title defects or environmental conditions that are not currently known, unforeseen engineering problems, construction delays, contract performance shortfalls and work stoppages;

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material supply shortages, failures or disruptions of labor, equipment or supplies;

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a shortage of construction resources and labor due to competition with other construction-intensive sectors, such oil and gas drilling or the building of data centers;

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increases to labor costs beyond our expectation upon entering into construction agreements as a result of enhanced local or national requirements regarding the use of union labor on-site;

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insolvency or financial distress on the part of our service providers, contractors or suppliers;

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cost overruns and change orders;

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cost or schedule impacts arising from changes in federal, state, or local land-use or regulatory policies;

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changes in electric utility procurement practices;

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project delays that could adversely affect our ability to secure or maintain interconnection rights;

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unfavorable tax treatment or adverse changes to tax policy;

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adverse environmental and geological or weather conditions, including water shortages and climate change, which may in some cases force work stoppages due to the risk of heat, fire or other extreme weather events;

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force majeure and other events outside of our control;

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changes in laws affecting the project;

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new or increased trade tariffs or restrictions may drive project construction costs higher;

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new or increased trade tariffs or restrictions may lead us to advance procurement of equipment, or replace project components with more expensive alternatives, which may also drive project construction costs higher;

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accidents on constructions sites; and

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damage to consumers triggered by blackouts caused by damage to transmission infrastructure during construction.

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Events beyond our control or the control of an offtaker that may temporarily or permanently excuse the offtaker from its obligation to accept and pay for delivery of energy generated by a project. These events could include a system emergency, a transmission failure or curtailment, adverse weather condition, a change in law, a change in permitting requirements or conditions, or a labor dispute.

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The ability of our offtakers to fulfill their contractual obligations to us depends on their creditworthiness. Due to the long-term nature of our offtake contracts, we are exposed to the credit risk of our offtakers over an extended period of time. Any of these counterparties could become subject to insolvency or liquidation proceedings or otherwise suffer a deterioration of its creditworthiness, including when it has not yet paid for energy delivered, any of which could result in a default under their agreements with us, and an insolvency or liquidation of any of these counterparties could result in the termination of any applicable agreements with such counterparty.

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The ability of any of our offtakers to extend, renew or replace its existing offtake contract with us depends on a number of factors beyond our control, including: whether the offtaker has a continued need for energy or capacity at the time of expiration, which could be affected by, among other things, the presence or absence of governmental incentives or mandates, prevailing market prices or the availability of other energy sources; the satisfactory performance of our delivery obligations under such offtake contracts; the regulatory environment applicable to our offtakers at the time; and macroeconomic factors present at the time, such as population, business trends and related energy demand.

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greater or earlier than expected degradation, or in some cases failure, of solar panels, inverters, transformers, turbines, gear boxes, blades and other equipment;

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technical performance below projected levels, including the failure of solar panels, inverters, wind turbines, gear boxes, blades and other equipment to produce energy as expected, whether due to incorrect measures of performance provided by equipment suppliers, improper operation and maintenance, or other reasons;

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design or manufacturing defects or failures, including defects or failures that may not be covered by warranties or insurance (for example, quality issues and defects we have experienced in  our turbines at some of our renewable energy projects in Sweden);

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insolvency or financial distress on the part of any of our service providers, contractors or suppliers, or a default by any such counterparty for any other reason under its warranties or other obligations to us;

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increases in the cost of Operational Projects, including costs relating to labor, equipment, unforeseen or changing site conditions, insurance, regulatory compliance, and taxes;

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loss of interconnection capacity, and the resulting inability to deliver power under our offtake contracts, due to grid or system outages or curtailments beyond our or our counterparties’ control;

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breaches by us and certain events, including force majeure events, under certain offtake contracts and other contracts that may give rise to a right of the applicable counterparty to terminate such contract;

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catastrophic events, such as fires, earthquakes, severe weather, tornadoes, ice or hail storms or other meteorological conditions, landslides, and other similar events beyond our control, which could severely damage or destroy a project, reduce its energy output, result in property damage, personal injury or loss of life, or increase the cost of insurance even if these impacts are suffered by other projects as is often seen following events like high-volume wildfire and hurricane seasons. For example, floods in Spain during 2025 resulted in grid failures that prevented us from selling electricity at Gecama for a number of days, leading to an immaterial reduction in revenues from this project.

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the discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites;

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the discovery or release of hazardous or toxic substances or wastes and other regulated substances, materials or chemicals;

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errors, breaches, failures, or other forms of unauthorized conduct or malfeasance on the part of operators, contractors or other service providers;

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cyber-attacks targeted at our projects as a way of attacking the broader grid, or a failure by us or our operators or contractual counterparties to comply with cyber-security regulations aimed at protecting the grid from such attacks. For example, at one of our projects in Sweden, we were fined for not fully complying with regulations relating to the timely reporting and documentation of our cyber security management plan;

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failure to obtain or comply with permits, approvals and other regulatory authorizations and the inability to renew or replace permits or consents that expire or are terminated in a timely manner and on reasonable terms;

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the inability to operate within limitations that may be imposed by current or future governmental permits and consents;

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changes in laws, particularly those related to land use, environmental or other regulatory requirements;

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disputes with government agencies, special interest groups, or other public or private owners of land on which our projects are located, or adjacent landowners;

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changes in tax, environmental, health and safety, land use, labor, trade, or other laws, including changes in related governmental permit requirements;

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government or utility exercise of eminent domain power or similar events;

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existence of liens, encumbrances, or other imperfections in title affecting real estate interests; and

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failure to obtain or maintain insurance or failure of our insurance to fully compensate us for repairs, theft or vandalism, and other actual losses.

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construction of new, lower-cost power generation plants, including plants utilizing renewable energy or other generation technologies;

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relief of transmission constraints that enable lower-cost and/or geographically distant generation to access transmission lines less expensively or in greater quantities;

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reductions in the price of natural gas or other fuels;

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the amount of excess generating capacity relative to load in a particular market;

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decreased electricity demand, including from energy conservation technologies and public initiatives to reduce electricity consumption;

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development of smart-grid technologies that reduce peak energy requirements;

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development of new or lower-cost customer-sited energy storage technologies that have the ability to reduce a customer’s average cost of electricity by shifting load to off-peak times;

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changes in the cost of controlling emissions of pollution, including the cost of emitting carbon dioxide and the prices for renewable energy certificates;

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the structure of the electricity market, where, for example, regions with higher penetration of renewable energy production may experience greater price volatility or increased prevalence of negative pricing;

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weather conditions and seasonal fluctuations that impact electrical load; and

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development of new energy generation technologies which could allow our competitors and their customers to offer electricity at costs lower than those that can be achieved by us and our facilities.

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limited relationships with international customers;

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difficulty in managing multinational operations;

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competitors in overseas markets who have stronger ties with local customers and greater resources;

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fluctuations in currency exchange rates;

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challenges in providing appropriate products and services and support in these markets;

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challenges in managing our overseas sales strategies effectively;

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unexpected transportation delays or interruptions or increases in international transportation costs;

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difficulties in operating products overseas while complying with the different commercial, legal and regulatory requirements of the overseas markets in which we offer our products and services;

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regulations, changes to regulation, regulatory uncertainty in or inconsistent regulations across various jurisdictions;

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inability to effectively enforce contractual or legal rights or intellectual property rights in certain jurisdictions under which we operate;

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changes in a specific country or region’s political or economic conditions or policies;

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governmental policies favouring domestic companies in certain foreign markets or imposing trade barriers including tariffs, taxes and other restrictions and charges;

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complexity involved in employing personnel in multiple countries; and

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compliance with anti-bribery and corruption regulations, as well as sanction-related restrictions on trade and supply chains.

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the protection of wildlife, including migratory birds, bats, and threatened and endangered species, such as desert tortoises, or protected species such as eagles, and other protected plants or animals whose presence or movements often cannot be anticipated or controlled;

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water use, and discharges of silt-containing or otherwise polluted waters into nearby wetlands or navigable waters;

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hazardous or toxic substances or wastes and other regulated substances, materials or chemicals, including those existing on a project site prior to our use of the site or the releases thereof into the environment;

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land use, zoning, building, and transportation laws and requirements, which may mandate conformance with sound levels, radar and communications interference, hazards to aviation or navigation, or other potential nuisances such as the flickering effect, known as shadow flicker, caused when rotating wind turbine blades periodically cast shadows through openings such as the windows of neighboring properties;

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the presence or discovery of archaeological, historical, religious, or cultural artifacts at or near our projects;

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the protection of workers’ health and safety; and

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the proper decommissioning of the site at the end of its useful life.

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if our subsidiaries are unable to fulfill payment or other obligations or comply with their covenants under the agreements governing our indebtedness, such subsidiaries could default under such agreements or be rendered insolvent, or lenders may exercise rights and remedies under the terms of such agreements, such as foreclosure on us, our subsidiaries, or our and their projects or other assets, which could materially adversely affect our business, financial condition and results of operations;

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our subsidiaries’ substantial indebtedness could limit our ability to fund operations of future acquisitions and our financial flexibility, which could reduce our ability to plan for and react to unexpected opportunities and contingencies;

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our subsidiaries’ substantial debt service obligations and maturities make us vulnerable to adverse changes in general economic, industry and competitive conditions, credit markets, capital markets, and government regulation that could place us at a disadvantage compared to competitors with less debt or more capital resources;

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the financing arrangements of certain of our subsidiaries are subject to cross-collateralization or other similar credit support arrangements that could heighten the risks associated with defaults under our and their debt obligations, increase the potential that adverse events relating to individual projects could materially affect our financing arrangements on a broader scale, or limit our ability to freely sell or finance some or all of our projects; and

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our subsidiaries’ substantial indebtedness could limit our ability to obtain financing for working capital, including collateral postings, capital expenditures, debt service requirements, acquisitions, and general corporate or other purposes.

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changes in laws or regulations applicable to our industry or offerings;

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speculation about our business in the press or investment community;

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investor interests in ESG-focused companies;

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price and volume fluctuations in the overall stock market;

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volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable;

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sales of our ordinary shares by us or our principal shareholders, officers and directors;

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the expiration of contractual lock-up agreements;

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the development and sustainability of an active trading market for our ordinary shares;

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success of competitive products or services;

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the public’s response to press releases or other public announcements by us or others, including our filings with the SEC, announcements relating to litigation or significant changes in our key personnel;

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the effectiveness of our internal controls over financial reporting;

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changes in our capital structure, such as future issuances of debt or equity securities;

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our entry into new markets;

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tax and tariffs developments in the United States or other countries;

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strategic actions by us or our competitors, such as acquisitions or restructurings; and

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changes in accounting principles.

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fluctuations in demand for solar energy or wind energy;

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our ability to complete our wind energy and solar energy projects in a timely manner;

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the availability, terms and costs of suitable financing;

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our ability to continue to expand our operations and the amount and timing of expenditures related to this expansion;

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announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, or capital-raising activities or commitments;

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expiration or initiation of any governmental rebates or incentives;

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actual or anticipated developments in our competitors’ businesses, technology or the competitive landscape;

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general economic and political conditions and government regulations in the countries where we currently operate or may expand in the future;

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any ongoing or future conflict between Israel and Hamas, Hezbollah, Iran, or other terrorist organizations or states, as well as any potential escalation of hostilities involving Hamas, Iran, Hezbollah, or other regional actors.; and

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natural disasters or other weather or meteorological conditions, or pandemics, epidemics or global health emergencies.

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Human Resources: Approximately 15% of our Israeli employees and managers were called to active reserve duty during 2025. Third-party contractors we use have also been called up to reserve duty. While many were released from active duty following the 2025 ceasefires, the escalation in early 2026 has led to significant new call-ups of military reservists. Israeli citizens are generally obligated to perform reserve duty until the age of 40 or older. Future call-ups may result in the absence of key employees or management members, which could disrupt our operations. These hostilities have included missiles and drones being fired against civilian targets in various parts of Israel, including areas in which our employees and business partners are located. We have experienced disruptions to work routines, periodic travel limitations and occasional rocket fire requiring employees to take temporary shelter. Although these disruptions have not been material to date, any future escalation could significantly impact our workforce and operations.

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Macro-economic effects: The ongoing conflict has resulted in certain negative macro-economic impacts, including credit rating downgrades for Israel by Moody’s and Standard & Poor’s in late 2024 and a significant increase in the price of oil. The war has caused and may continue to cause additional domestic macro-economic effects such as inflation, depreciation of the shekel, bearish capital markets, reduced availability of credit and a decline in growth. These factors could make it more difficult and expensive for us to raise capital and negatively influence the market price of our ordinary shares.

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Trade curtailment and Shipping: Hostilities have led to interruptions in trade and increased efforts by certain countries and organizations to boycott Israeli goods and services. Additionally, attacks by Houthis on commercial shipping in the Red Sea have forced the rerouting of vessels away from the Suez Canal. This has caused a substantial increase in global shipping rates, impacting our supply chain and the cost of components required for our products.

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Damage to infrastructure: Terror and missile attacks may lead to infrastructure damage, including harm to our facilities and communication networks. Cyberattacks may also be aimed at disrupting our operational assets and damaging our infrastructure. For example, our Genesis Wind project and Emek Habacha project are located in the Golan Heights, an area subject to frequent rocket attacks. If this project is damaged, it may be difficult or impossible to access for maintenance and repairs. While the Israeli government may cover certain direct damages, such coverage may be limited, may not be maintained and may not compensate for loss of revenue. Additionally, our commercial insurance does not cover losses resulting from war or terrorism. War-related damage may also be inflicted upon the national grid, EC substations, or other transmission infrastructure, which may impact our ability to continue generating and selling electricity.

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Reputation and International Relations: Prior to the recent war, several countries restricted doing business with the State of Israel and Israeli companies were subjected to certain economic boycotts. Public opinion toward Israel and Israeli companies may be further negatively affected by the ongoing war. This shift in international relations could lead to customers delaying or canceling orders. Any sustained curtailment of trade between Israel and its trading partners could adversely affect our business, financial condition and results of operations.

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the Companies Law regulates mergers and requires that a tender offer be effected when more than a specified percentage of shares in a company are purchased;

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the Companies Law requires special approvals for certain transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to these types of transactions;

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the Companies Law does not provide for shareholder action by written consent for public companies, thereby requiring all shareholder actions to be taken at a general meeting of shareholders;

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our Articles of Association generally do not permit a director to be removed from office except by a vote of the holders of at least (65%) of our outstanding shares entitled to vote at a general meeting of shareholders, except that a simple majority will be required if a single shareholder holds more than 50% of the voting rights in the Company; and

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our Articles of Association provide that director vacancies may be filled by unanimous resolution of our board of directors.

A.	History and Development of the Company

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On February 2, 2026, we announced the achievement of development milestones at the CO Bar complex (the “CO Bar Complex”), including entry into a 1GW Large Generator Interconnection Agreement for the entire CO Bar Complex, the full mobilization of construction at CO Bar 1 and 2, and the entry into two 20-year “busbar” ESA with Salt River Project, dated December 30, 2025, for CO Bar 4 and 5. An ESA is the tolling agreement under which the battery energy storage system is available for the utility in exchange for regular, fixed payments. The achievement of these milestones follows the prior signing a PPA and ESA for CO Bar 1-3. All major agreements required for the CO Bar Complex have now been obtained.

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On February 19, 2026, we issued 6,002,416 of the Company’s ordinary shares to several Israeli institutional investors at price of NIS 220 per share, for an aggregate gross consideration of approximately NIS 1,320,531,520 (the “2026 Private Placement”). We intend to use the net proceeds from the 2026 Private Placement to our strategic growth plan across geographies, while strengthening our balance sheet.

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On March 16, 2026, we announced that we entered into a debt financing commitment totaling $304 million for our Crimson Orchard project, located in Elmore County, Idaho, USA. We secured 25-year commitments from HSBC (USA) Inc., ING Capital LLC, KeyBanc Capital Markets., and MUFG Bank, Ltd., subject to an all-in interest rate of 5.8%. Crimson Orchard consists of 120 MW of solar energy power generation capacity, and 400 MWh of energy storage capacity. The project is currently under construction and is expected to reach COD during 1H27.

B.	Business Overview

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Project and business development: We maintain a high-caliber project and business development team of 42 employees across the United States, Europe and Israel. Our in-house greenfield project development team provides us with the expertise to source greenfield projects in our largest individual markets: the United States, Southern Europe and Israel. Our greenfield development team specializes in identifying locations where there is available interconnection capacity, which is one of the main development obstacles for utility-scale renewables. In markets where we have strategically elected not to develop in-house greenfield development teams largely due to their smaller size, we have established and cultivated co-development partnerships with leading local developers. This gives us access to projects which we believe many of our competitors (both strategic and financial investors) either could not access or could not access at an attractive cost. In addition, our business development team sources project acquisition opportunities across various stages of development. In collaboration with our project development team, we can then create value through project optimization and the completion of the development.

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Engineering and design: Once projects are sourced, our internal engineering teams leverage our design expertise to optimize each project. We take an active role in the design and planning of our projects, enabling us to standardize the design to accommodate a wide range of equipment alternatives. Our procurement teams can then focus on acquiring equipment at an optimal cost without triggering the need to reconfigure the project design.

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Procurement: Our global operations have required us to establish, maintain and continuously grow our supply chain as we have expanded our geographic footprint across four continents and 14 different countries. Today, our supply chain function is overseen by a global team that works seamlessly to align project needs across geographies with the available supply of inverters, solar panels, wind turbines and energy storage systems among other components. Our global approach to procurement allows us to approach suppliers with significant scale and negotiate attractive pricing. Moreover, our global presence gives us the flexibility to distribute and reallocate resources as needed between geographies.

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Our largest suppliers to date in Europe and Israel for our wind energy projects included all of the major wind turbine manufacturers such as Nordex, Siemens Gamesa, Vestas and General Electric Vernova. Our largest suppliers of solar panels for our solar energy projects in Europe and Israel have included LONGi and Jinko. Our largest suppliers to date for our energy storage projects in Israel include CATL and Sungrow. Clenera has developed strong supplier relationships which take into account AD/CVD, UFLPA, and other market considerations to ensure a steady supply of components for our U.S.-based projects. For example, Clenera sources the majority of its solar panels from Waaree and Runergy and continue to engage in requests for proposals with several other major suppliers. Our module selection is often driven by domestic content considerations and compliance with CFIUS. The largest supplier to date for our U.S.-based energy storage projects is Tesla which may provide domestic content eligibility. Clenera has also sourced batteries manufactured by BYD and Hithium.

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Construction: Our construction management team is crucial to supporting the quality of our projects, which reduces our O&M expenses once a project is operational and supports higher project uptimes. Our experienced construction managers closely monitor our EPC contractors’ progress, quality of work and performance testing before we release the final payment to the contractor.

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Asset management: We possess a top-rate asset management team that is strategically located across markets to efficiently provide ongoing asset monitoring and maintenance services. The team is comprised of experts in commercial and technical project management, electricity trading (for projects where we sell electricity under a Merchant Model) and environmental management. The scale of our asset management activity provides us with a steady feedback loop regarding what we believe to be optimal project design and components for future projects.

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Finance: Our operational expertise is complemented by a finance function that is focused on maximizing project equity returns and is comprised of a team with decades of corporate and project finance experience in the renewables sector. We leverage our global footprint and scale to secure non-recourse project finance from local banking partners across our target markets. Our network enables us to source bespoke financing packages. For example, in 2025:

o

we raised from institutional investors in Israel approximately $128 million through an issuance of unsecured, non-convertible Series G Debentures and approximately $117 million through an issuance of unsecured, convertible Series H Debentures.

o

we secured $773 million construction financing commitments for the Country Acres project with a consortium of four leading global banks including BNP Paribas Securities Corp. Upon Country Acres’ commercial operation date COD, part of the construction loan is expected to convert into a $376 million term loan with the rest of the construction loans expected to be repaid with tax equity.

o

we secured a definitive construction financing agreement related to Quail Ranch project with a consortium of four leading global banks including BNP Paribas Securities Corp, which will be used to finance the construction of the project. Upon the Quail Ranch’s COD, part of the construction loan is expected to convert into a $120 million term loan with the rest of the construction loans expected to be repaid with tax equity.

o

we secured a $310 million financing, led by MEAG Infrastructure Debt Transactions, for the construction of the hybridization of the Gecama project in Serbia to include a battery energy storage facility, and the refinancing of the current operational Gecama wind project.

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we entered into a financing agreement with our subsidiary Clenera and a consortium of lenders led by Israel’s Bank Leumi totaling $350 million to fund the construction of projects in the US. The facilities are to be fully repaid by June 30, 2032 and bear interest at the Secured Overnight Financing Rate (“SOFR”) plus an annual margin of 2.7% to 3.2%.

o

we raised NIS 1.0 billion from several Israeli institutional investors through a private placement of 11,396,012 ordinary shares, at a price of NIS 87.75 per share in August 2025.

o

we secured construction financing commitments related to project Snowflake from a consortium of six leading global banks including Wells Fargo, BNP Paribas, Natixis Corporate and Investment Banking, Nord/LB, Crédit Agricole Corporate and Investment Bank, and MUFG Bank, totaling $1.4 billion. Following the Project’s COD, a portion of the construction financing commitments is expected to convert into an $811 million term loan, with the tax equity bridge loan expected to be repaid with tax equity proceeds.

o

on February 19, 2026, we raised approximately NIS 1.3 billion from several Israeli institutional investors through a private placement of 6,000,416 of our ordinary shares, at a price of NIS 220 per share.

•

Development Projects, which includes projects in various stages of development that are not expected to commence construction within 24 months of February 16, 2026;

•

Advanced Development Projects, which includes projects that are expected to commence construction within 13 to 24 months of February 16, 2026;

•

Mature Projects, which includes projects that are operational, under construction or in pre-construction (meaning, that such projects are expected to commence construction within 12 months of February 16, 2026).

		Mature Projects				Advanced Development Projects				Development Projects				Total Portfolio
Generation capacity (GW)			6,402				3,457				10,713				20,572
Storage capacity (GWh)			17,525				10,152				33,281				60,957

Segment

Country

Project name

Technology

Operational year

Sales Tariff (USD per MWh)

Approximate Enlight share

PPA/FIT duration

Inflation indexed PPA

Capacity

Middle East and North Africa(“MENA”)

Israel

Emek Habacha

Wind

2022

130

41%

2042

Yes

109 MW

Halutziot

Solar

2015

229

90%

2035

Yes

55 MW

Israel Solar Projects

Solar

2013-2015

414

98%(2)

2033-2035

Yes

33 MW

PV+ storage cluster 1.1

Solar

2023

Confidential

80%(2)

—

No

272 MW + 819 MWh

Genesis Wind

Wind

2023

119

54%

2043

Yes

207 MW

Total MENA

676 MW + 819 MWh

Western Europe

Sweden

Picasso

Wind

2021

Confidential

69%

2033(3)

No

116 MW

Sweden

Björnberget

Wind

2022

Confidential

55%

2032

No

372 MW

Ireland

Tully

Wind

2017

108

50%

2032

Yes

14 MW

Spain

Gecama

Wind

2022

—

72%

Merchant

NA

329 MW

Total Western Europe

831 MW

CEE

Kosovo

Selac

Wind

2021

113

60%

2034

Yes

105 MW

Serbia

Blacksmith

Wind

2019

137

50%

2031

Yes

105 MW

Serbia

Pupin

Wind

2024

83

100%

2040

Yes

94 MW

Croatia

Lukovac

Wind

2018

159

50%

2032

Yes

49 MW

Hungary

Attila

Solar

2019

139

50%

2039

No

57 MW

Hungary

AC/DC

Solar

2023

94

100%

2037

Yes(4)

26 MW

Hungary

Tapolca

Solar

2024

—

100%

—

NA

60 MW

Total CEE

496 MW

USA

Montana

Apex Solar

Solar

2023

Confidential

100%

2042

No

106 MW

Arizona

Atrisco Solar

Solar

2024

Confidential

100%

2044

No

364 MW

Arizona

Atrisco Storage

Storage

2024

Confidential

100%

2044

No

1,200 MWh

New Mexico

Quail Ranch

Solar

2025

Confidential

100%

2045

No

128 MW + 400 MWh

Arizona

Roadrunner

Solar

2025

Confidential

100%

2045

No

298 MW + 940 MWh

Total USA

896 MW + 2,540 MWh

Total consolidated projects

2,899 MW + 3,359 MWh

MENA (not consolidated)

Israel

Unconsolidated Projects at share

Solar

2015-2021

76(2)

50%

2042-2046

Yes

45 MW + 42 MWh

Total consolidated and unconsolidated JVs at share

2,944 MW + 3,401 MWh

Geographic sector		Country/State		Project name		Technology		Sales tariff (USD per MWh)		Expected approximate Enlight share		PPA/FIT duration		Inflation indexed PPA		Storage capacity MWh		Capacity MWdc
US(2)		California		Country Acres		Solar		Confidential		100%		20-30 Years		No		688		403
		Idaho		Crimson Orchard		Solar		Confidential		100%		20 Years		No		400		120
		Arizona		CO Bar 1+2		Solar		Confidential		100%		20 Years		No		824		738
		Arizona		Snowflake A		Solar		Confidential		100%		20 Years		No		1,900		594
Total US																3,812		1,855
MENA		Israel		Israel storage		Storage		—		71%		—		-		222		4
Total MENA																222		4
EU		Spain		Gecama Solar		Solar		—		72%		—		—		220		227
		Sweden		Bjornberget – BESS		Storage		—		55%		—		—		100		-
		Croatia		Sestanovac		Solar		—		100%		—		—		75		23
		Hungary		Tapolca – BESS		Storage		—		100%		—		—		140		-
Total EU																535		250
Total consolidated projects																4,569		2,109
MENA (not consolidated)		Israel		Unconsoli -dated Projects at share		Storage		—		53%		—		—		274		13
Total consolidated and consolidated JVs at share																4,843		2,122

(1)	The figures in this chart are rounded to whole numbers or the nearest hundredth decimal, as applicable.

(2)	While we own 90.1% of Clenera, we invest 100% of the equity requirements for our U.S.-based projects. In return, we receive 100% of the distributable cash flow until we return our capital investment, plus a high single-digit preferred return.

Geographic sector		Country		Project name		Technology		Expected approximate Enlight share		PPA/FIT duration		Inflation indexed PPA		Storage capacity MWh		Capacity MWdc
MENA		Israel		Several Projects		Solar, Wind, Storage		95%		—		—		1,944		41
Total MENA														1,944		41
US(2)		Iowa		Coggon		Solar		100%		20 years		No		—		128
		Michigan		Gemstone		Solar		100%		20 years		No		—		184
		Indiana		Rustic hills 1+2		Solar		100%		20-25 years		No		—		255
		Arizona		CO Bar 3,4,5		Solar		100%		20 years		No		3,176		473
Total US														3,176		1,040
Europe		Italy		Nardo Storage		Solar + Storage		100%		—		—		872		104
		Sweden		Picasso BESS		Storage		69%		—		—		221		—
		Germany		Bertikow		Storage		50%		—		—		860		—
		Germany		Jupiter		Solar + Storage		51%		—		—		2,000		150
		Poland		Edison		Storage		100%		—		—		208		—
Total EU														4,161		254

Total consolidated projects

9,212

1,336

MENA (not consolidated)		Israel		Unconsolidated Projects at share		Solar		56%		—		—		69		—
Total consolidated and consolidated JVs at share														9,281		1,336

(1)	The figures in this chart are rounded to whole numbers.

(2)	While we own 90.1% of Clenera, we invest 100% of the equity requirements for our U.S.-based projects. In return, we receive 100% of the distributable cash flow until we return our capital investment, plus a high single-digit preferred return.

Geographic Sector		Country		Technology		Generation capacity		Storage capacity
						MWdc		MWh
Europe		Italy		Solar + Storage		41		1,480
		Hungary		Storage		-		95
		Croatia		Solar		163		-
		Poland		Storage		-		976
		Spain		Storage		-		196
		Total Europe		Solar + Storage		204		2,738
USA		USA		Solar + Storage		2,730		6,440
MENA		Israel		Solar + Storage		289		974
		Morocco		Solar		234		-
		Total MENA		Solar + Storage		523		974
Total						3,457		10,152

Geographic Sector		Country		Technology		Generation capacity MWdc		Storage capacity MWh
Europe		Italy		Wind + Storage		502		1,400
		Spain		Solar		340		-
		Croatia		Solar		352		-
		Serbia		Wind		200		-
		Poland		Storage		-		3,200
		Total Europe		Solar + Wind + Storage		1,394		4,600
USA		USA		Solar + Storage		7,353		22,460
MENA		Israel		Solar + Wind + Storage		1,966		6,221
Total						10,713		33,281

•

the Advanced Development portfolio contained generation capacity of approximately 3.5 GW and energy storage capacity of 10.1 GWh, of which 2.7 GW generation capacity and 6.4 GWh of energy storage capacity were located in the United States. Of the capacity in the U.S., 2.5 GW and 5.6 GWh have reached Advanced Interconnect Status, and 2.5 GW and 5.6 GWh have achieved Safe Harbor status;

•

the Development portfolio contained generation capacity of approximately 10.7 GW and energy storage capacity of 33.3 GWh, of which 7.4 GW generation capacity and 22.5 GWh of energy storage capacity were located in the United States. Of the capacity in the U.S., 3.8 GW and 12 GWh have reached Advanced Interconnect Status, and 1.3 GW and 4.7 GWh have achieved Safe Harbor status.

Stage	Mature		Advanced Development		Development
	Generation (GW)	Energy Storage (GWh)	Generation (GW)	Energy Storage (GWh)	Generation (GW)	Energy Storage (GWh)
Total Capacity	6.4	17.5	3.5	10.1	10.7	33.3
Of which located in US	3.8 (31%)	9.5 (29%)	2.7 (79%)	6.4 (63%)	7.4 (69%)	22.5 (67%)
Advanced Interconnect	3.8	9.5	2.5	5.6	3.8	12.0
Safe Harbor	3.8	9.5	2.5	5.6	1.3	4.7

•

widespread electrification of transportation (particularly automotive vehicles) and other infrastructure that has historically been powered by fossil fuels;

•

emergence of energy storage, which enhances the ability of solar energy and wind energy generation to serve as load-following generation while providing additional grid resilience and combating extreme weather events.

•

community choice aggregation policies.

•

Management, Disposal, and Remediation of Hazardous Substances. Renewable energy projects and materials handled, stored, or disposed of on project properties may be subject to the federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), and analogous state laws. Environmental liability may arise under CERCLA for contamination that occurred prior to a project developer’s ownership of or operations at a particular site and can be imposed on a joint and several basis. Project developers could be responsible for the costs of investigation and cleanup, and for any related liabilities, including claims for damage to property, persons, or natural resources. Such responsibility may arise even if the project developer was not at fault and did not cause, or was not aware of, the contamination.

C.	Organizational Structure

D.	Property, Plants and Equipment

2008	Our Founding
2009	First project finance closed in Israel for rooftop solar energy project
2010	Listing on the Tel Aviv Stock Exchange
2011	Initiation of onshore wind energy development activities in Israel
2012	First solar energy project in Europe
2013	Onset of construction of Halutzyut, the largest solar energy project in Israel at the time
2014	First wind energy project in Europe
2015	Commercial operation of Halutzyut
2016	Entry into the Balkan wind energy market
2017	Entry into the Hungarian solar energy market
2018	Acquisition of the biggest onshore wind energy project under development in Spain
2019	Entry into the Swedish wind energy market
2020	Acquisition of Björnberget, one of the largest onshore wind energy farms in Europe
2021	Entry into the United States through the Clenera Acquisition
2023	Listing on Nasdaq; first operational project in the United States
2024	Our U.S. project, Atrisco Solar and Storage, became operational
2025	Significant entry into the stand-alone storage market in Europe

A.	Operating Results

		Year ended December
		2025					2024
		(in thousands)
Revenues		$	488,596			$	$377,935
Tax benefits			93,668				20,860
Total revenues and income			582,264				398,795
Cost of sales			(134,381	)			(80,696	)
Depreciation and amortization			(149,922	)			(108,889	)
General and administrative expenses			(57,955	)			(38,847	)
Development expenses			(12,190	)			(11,601	)
Total operating expenses			(354,448	)			(240,033	)
Gains from projects disposals			96,431				,601
Other income, net			7,931				16,172
Operating profit			332,178				175,535
Finance income			40,851				20,439
Finance expenses			(164,730	)			(107,844	)
Total finance expenses, net			(123,879	)			(87,405	)
Profit before tax and equity loss			208,299				88,130
Share of losses of equity accounted investees			(3,722	)			(3,350	)
Profit before income taxes			204,577				84,780
Taxes on income			(43,875	)			(18,275	)
Profit for the year		$	$160,702			$	$66,505
Profit for the year attributed to:
Owners of the Company			132,104				44,209
Non-controlling interests			28,598				22,296

		Year ended December
		2025				2024
Total revenues and income			100	%			100	%
Cost of sales			(23.1	)%			(20.2	)%
Depreciation and amortization			(25.7	)%			(27.3	)%
General and administrative expenses			(10	)%			(9.8	)%
Development expenses			(2.1	)%			(2.9	)%
Total operating expenses			(60.9	)%			(60.2	)%
Gains from projects disposals			16.6	%			0.2	%
Other income, net			1.4	%			4.0	%
Operating profit			57	%			44.0	%
Finance income			7	%			5.1	%
Finance expenses			(28.3	)%			(27.0	)%
Total finance expenses, net			(21.3	)%			(21.9	)%
Profit before tax and equity loss			35.8	%			22.1	%
Share of losses of equity accounted investees			(0.6	)%			(0.8	)%
Profit before income taxes			35.1	%			21.3	%
Taxes on income			(7.5	)%			(4.6	)%
Profit for the year			27.6	%			16.7	%
Profit for the year attributable to:
Owners of the Company			22.7	%			11.1	%
Non-controlling interests			4.9	%			5.6	%

		Year Ended December 31,								Period-over-Period Change
		2025				2024				Dollar				Percentage
		(in thousands, except percentages)
Electricity and green certificates		$	487,032			$	368,572			$	118,460				32	%
Construction and development services and project management services			1,564				9,363				(7,799	)			(83	)%
Total revenues		$	488,596			$	377,935			$	110,661				29	%

		Year Ended December 31,								Period-over-Period Change
		2025				2024				Dollar				Percentage
		(in thousands, except percentages)
Tax benefits		$	93,668			$	20,860			$	72,808				349	%

		Year Ended December 31,								Period-over-Period Change
		2025				2024				Dollar				Percentage
		(in thousands, except percentages)
Cost of sales:
Operating and maintenance		$	125,266			$	69,134			$	56,132				81	%
Construction and development services & project management services			9,115				11,562				(2,447	)			(21	)%
Total cost of sales		$	134,381			$	80,696			$	53,685				67	%

		Year Ended December 31,								Period-over-Period Change
		2025				2024				Dollar				Percentage
		(in thousands, except percentages)
General and administrative expenses		$	57,955			$	38,847			$	19,108				33	%

		Year Ended December 31,								Period-over-Period Change
		2025				2024				Dollar				Percentage
		(in thousands, except percentages)
Development expenses		$	12,190			$	11,601			$	589				5	%

		Year Ended December 31,								Period-over-Period Change
		2025				2024				Dollar				Percentage
		(in thousands, except percentages)
Projects disposals		$	96,431			$	601			$	95,830				NM

		Year Ended December 31,								Period-over-Period Change
		2025				2024				Dollar				Percentage
		(in thousands, except percentages)
Other income, net		$	7,931			$	16,172			$	(8,241	)			(51	)%

		Year Ended December 31,								Period-over-Period Change
		2025				2024				Dollar				Percentage
		(in thousands, except percentages)
Finance income		$	40,851			$	20,439			$	20,412				100	%
Finance expense			(164,730	)			(107,844	)			(56,886	)			53	%
Total Finance Expense		$	(123,879	)		$	(87,405	)		$	(36,474	)			42	%

		Year Ended December 31,								Period-over-Period Change
		2025				2024				Dollar				Percentage
		(in thousands, except percentages)
Adjusted EBITDA		$	437,973			$	289,115			$	148,858				51	%

		For the Year Ended December 31,
		2025				2024
		(in thousands)
Net Income		$	160,702			$	66,505
Depreciation and amortization			149,922				108,889
Share based compensation			10,470				8,360
Finance income			(40,851	)			(20,439	)
Finance expenses			164,730				107,844
Gains from projects disposals*			(54,597	)			-
Non-recurring other income, net **,***			-				(3,669	)
Share of losses of equity accounted investees			3,722				3,350
Taxes on income			43,875				18,275
Adjusted EBITDA		$	437,973			$	289,115

B.	Liquidity and Capital Resources

•

other growth-related investment opportunities.

---

Series			Debt Outstanding as of December 31, 2025 (USD in millions)*				Effective interest rate				Effective interest rate debt component only			Indexation		Bond rating as of December 31, 2025**		Duration (Years)
C			$	156				1.62	%			3.31	%	None		A2 il stable/ Ail stable			2.46
D			$	336				5.30	%			5.30	%	None		A2 il stable/ Ail stable			2.40
F			$	174				4.40	%			4.40	%	None		A2 il stable/ Ail stable			0.47
G			$	142				5.78	%			5.78	%	None		A2 il stable/ Ail stable			5.23
H			$	118				4.23	%			5.79	%	None		A2 il stable/ Ail stable			5.82

•

the Series F Debentures are not linked to index or currency;

•

the Series F Debentures are repayable in seven payments, including six annual payments, each at a rate of 8.0% of the principal amount and an additional payment at a rate of 52.0% of the principal amount, which will be paid on September 1, 2026;

•

the Series F Debentures bear a fixed annual interest to be paid semi-annually, in March and September of each of the years 2019 to 2026 (inclusive). The Series F Debentures weighted average effective interest rate is approximately 4.4%;

•

the Series F Debentures are not secured by any collateral or other security; and

•

so long as the Series F Debentures remain outstanding, we are required to meet the following financial covenants:

•

equity according to our financial statements (audited or reviewed) will not be less than NIS 375 million (approximately $103.4 million);

•

the ratio between standalone net financial debt and net cap will not exceed 70% during two consecutive financial statements (audited or reviewed);

•

should standalone net financial debt exceed NIS 10 million (approximately $2.8 million), the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 18 during more than two consecutive financial statements (audited or reviewed);

•

the Series C Debentures are not linked to index or currency;

•

the Series C Debentures are repayable in a single payment on September 1, 2028;

•

the Series C Debentures weighted average interest rate and effective interest rate is approximately 1.5% and 3.31%, respectively. The effective interest rate takes into account the embedded value of the equity component of the convertible debentures;

•

the unpaid principal balance of the Series C Debentures is convertible into ordinary shares, according to the following schedule: from the date of listing of the Series C Debentures on the TASE and until December 31, 2023, each NIS 90 (or approximately $25) par value of the Series C Debentures will be convertible into one of our ordinary shares. By December 31, 2023, NIS 80,570 par value of Series C Debentures were converted to 895 ordinary shares; and (ii) from January 1, 2024 to August 22, 2028, each NIS 240 (or approximately $66.2) par value of the Series C Debentures will be convertible into one of our ordinary shares;

•

the Series C Debentures is not secured by any collateral or other security; and

•

so long as the Series C Debentures remain outstanding, we are required to meet the following financial covenants:

•

equity according to our financial statements (audited or reviewed) will not be less than NIS 1,250 million (approximately $344.6 million);

•

the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed);

•

the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited or reviewed);

•

the equity to total balance sheet ratio in our standalone reports will be no less than 25% during two consecutive financial statements (audited or reviewed);

•

we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever;

•

we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures; and

•

Mechanism was determined to adjust the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of it. The total interest rate increases will not exceed more than 1.25% above the interest rate which was determined in the first offering report of the debentures.

•

the Series D Debentures are not linked to index or currency;

•

the Series D Debentures are repayable in two payments, each at a rate of 50% of the principal amount, on September 1, 2027 and 2029;

•

the Series D Debentures bear a fixed annual interest of 1.5%, to be paid semi-annually, in March and September of each of the years 2021 to 2029 (inclusive);

•

the Series D Debentures effective interest rate is approximately 5.3%;

•

the Series D Debentures is not secured by any collateral or other security; and

•

so long as the Series D Debentures remain outstanding, we are required to meet the following financial covenants:

•

equity according to our financial statements (audited or reviewed) will not be less than NIS 1,250 million (approximately $344.6 million);

•

the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed);

•

the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited or reviewed);

•

the equity to total balance sheet ratio in our standalone reports will be no less than 25% during two consecutive financial statements (audited or reviewed);

•

we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and

•

we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.

•

Mechanism was determined to adjust the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of it. The total interest rate increases will not exceed more than 1.25% above the interest rate which was determined in the first offering report of the debentures.

•

the Series G Debentures are not linked to index or currency;

•

the Series G Debentures are repayable in four annual payments, each at the rate of 25% of the principal of the Series G Debentures, which will be paid on September 1 of each of the years 2030 through 2033 (inclusive);

•

the Series G Debentures bear a fixed annual interest of 5%, to be paid semi-annually, in March and September of each of the years 2025 to 2033 (inclusive), starting on September 1, 2025;

•

the Series G Debentures is not secured by any collateral or other security; and

•

so long as the Series G Debentures remain outstanding, we are required to meet the following financial covenants:

•

equity will not be less than $600 million during two consecutive financial statements (audited or reviewed);

•

the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed);

•

the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 17 during two consecutive financial statements (audited or reviewed); The debt attributed to the projects during the construction stage (including senior debt and mezzanine non-recourse loans) will not be included in that calculation.

•

the equity to total balance sheet ratio in our standalone reports will be no less than 28% during two consecutive financial statements (audited or reviewed);

•

we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever;

•

we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures; and

•

Mechanism was determined for adjusting the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of it. The total interest rate increases will not exceed more than 1% above the interest rate which was determined in the first offering report of the debentures.

•

the Series H Debentures are not linked to index or currency;

•

the Series H Debentures are repayable in four annual payments, each at the rate of 25% of the principal of the Series H Debentures, which will be paid on September 1 of each of the years 2030 through 2033 (inclusive);

•

the Series H Debentures bear a fixed annual interest of 4%, to be paid semi-annually, in March and September of each of the years 2025 to 2033 (inclusive), starting on September 1, 2025;

•

the unpaid principal balance of the Series H Debentures is convertible into ordinary shares, according to the following schedule: from the date of listing of the Series H Debentures on the TASE and until August 31, 2027, each NIS 80 (or approximately $22.50) par value of the Series H Debentures will be convertible into one of our ordinary shares and (ii) from September 1, 2027 to August 22, 2033, each NIS 1000 (or approximately $281.32) par value of the Series H Debentures will be convertible into one of our ordinary shares;

•

the Series H Debentures is not secured by any collateral or other security; and

•

so long as the Series H Debentures remain outstanding, we are required to meet the following financial covenants:

•

equity will not be less than $600 million during two consecutive financial statements (audited or reviewed);

•

the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed);

•

the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 17 during two consecutive financial statements (audited or reviewed);

•

the equity to total balance sheet ratio in our standalone reports will be no less than 28% during two consecutive financial statements (audited or reviewed);

•

we will not create and/or will not agree to create, in favour of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever;

•

we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures; and

•

Mechanism was determined for adjusting the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of it. The total interest rate increases will not exceed more than 1% above the interest rate which was determined in the first offering report of the debentures.

•

the facility period shall be 18 months following the date of provision of credit;

•

repayment of principal will be made in one payment, 60 months after the date of provision of credit. The interest will be paid on a quarterly basis; and

•

so long as the Credit Facilities remain outstanding, we are required to meet the following covenants:

•

to submit routine and standard reports to the Lenders;

•

to maintain a rating of Baa3.il, or a corresponding rating, from one of the local rating agencies (Maalot or Midroog), or from one of the international rating agencies (Moody’s and/or S&P);

•

to maintain a current negative pledge and a negative pledge in favour of the Lenders, in respect of proceeds which will be received by some of our subsidiaries, as defined in the Credit Agreements;

•

to maintain our total equity, as defined in the Credit Agreements, above a total of NIS 1.25 billion (or approximately $391.8 million);

•

the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive quarters;

•

the result obtained by dividing the net financial debt ratio by operating profit for debt service, on a consolidated basis, will not exceed 15 during two consecutive quarters; and

•

the equity to total balance sheet ratio, on a standalone basis in our separate financial information, as defined in the Credit Agreements, will not fall below 25% during two consecutive quarters.

		Year ended December 31,
		2025					2024 (*)
		(in millions)
Net cash provided by operating activities		$	282.6			$	255.3
Cash from financing activities
Project level finance net of repayments			1278.6				240.0
Project level tax equity			426.9				410.0
Interest Paid (*)			(86.9	)			(74.9	)
Project level cash from equity partners net of distributions			(30.5	)			(28.0	)
Holding company debt issuance net of repayments			78.3				151.9
Issuance of convertible debentures			114.7				0.0
Holding company equity issuance			290.7				0.0
Deferred financing costs			(68.2	)			(21.6	)
Proceeds from investment in entities by non-controlling interest			12.8				0.0
Other			(10	)			(6.0	)
Total Sources		$	2,006.5			$	671.1
Net cash used in investing activities
Capital Expenditures and acquisition expenses		$	(2,195.7	)		$	(941.3	)
Short term investments			0.0				(0.1	)
Interest receipts (*)			14.8				12.7
Total Uses			(2,180.9	)			(928.7	)
Net change in cash		$	108.2			$	(2.3	)

C.	Research and Development, Patents and Licenses, Etc.

D.	Trend Information

E.	Critical Accounting Estimates

A.	Directors and Senior Management

Name		Age		Position
Executive Officers
Adi Leviatan		49		Chief Executive Officer
Nir Yehuda		50		Chief Financial Officer
Amit Paz		59		Chief Innovation Officer
Ilan Goren		53		General Manager, Enlight US
Ayelet Cohen Israeli		58		Vice President, Operations
Marko Liposcak		49		General Manager, Enlight EU
Lisa Haimovitz		60		Vice President, General Counsel
Meron Carr		53		Senior Vice President, Strategic Projects
Ziv Shor		49		General Manager, Projects Execution & Assets Management Division
Itay Banayan		46		Chief Corporate Development Officer
Gilad Doron		51		Vice President, Human Resources
Gilad Yavetz(3)		55		Executive Chairman of the Board
Non Employee Directors
Yair Seroussi(3)*		70		Vice Chairman of the Board
Liat Benyamini(1)(2)(4)*		49		Director
Michal Tzuk(2)(4)*		49		Director
Alla Felder(4)*		52		Director
Dr. Shai Weil(2)*		56		Director
Yitzhak Betzalel(1)(2)*		60		Director
Zvi Furman(1)(3)(4)*		77		Director

(1)	Member of the audit committee

(2)	Member of the compensation committee

(3)	Member of the nominating committee

(4)	Member of the environmental, social and governance committee

Board Diversity Matrix  As of the date of this Annual Report
Country of Principal Executive Offices:	Israel
Foreign Private Issuer	Yes
Disclosure Prohibited under Home Country Law	No
Total Number of Directors	8
	Female	Male	Non-Binary/Transgender	Did Not Disclose Gender

Part I: Gender Identity
Directors	3	5	0	0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	0
LGBTQ+	0
Did Not Disclose Demographic Background	1

B.	Compensation

•

at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting on such matter, are voted in favor of the compensation package, excluding abstentions; or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against the compensation package does not exceed 2.0% of the aggregate voting rights in the company.

•

Mr. Gilad Yavetz, our former Chief Executive Officer and current Executive Chairman of our board of directors (with change effective October 1, 2025). Compensation expenses recorded in 2025 of $0.46 million in salary expenses and $0.06 million in social benefits costs.

•

Mr. Nir Yehuda, Chief Financial Officer. Compensation expenses recorded in 2025 of $0.37 million in salary expenses and $0.05 million in social benefits costs.

•

Mr. Ilan Goren, General Manager Enlight US Compensation expenses recorded in 2025 of $0.33 million in salary expenses and $0.01 million in social benefits costs.

•

Mr. Marko Liposcak, General Manager, Enlight Europe. Compensation expenses recorded in 2025 of $0.27 million in salary expenses and $0.04 million in social benefits costs.

•

Mr. Ziv Shor, General Manager, Projects Execution & Assets Management Division. Compensation expenses recorded in 2025 of $0.25 million in salary expenses and $0.05 million in social benefits costs.

•

approved terms of engagement with, and the grant of 143,553 stock options, 31,561 RSUs and 31,561 PSUs to Ms. Adi Leviatan, our Chief Executive Officer. The principal terms of engagement with Ms. Leviatan include a monthly base salary in the amount of NIS 118,000 (reflecting an annual employer’s cost in the amount of approximately NIS 1,770 thousand), effective as of September 2025, and an annual bonus cap, effective as of 2026, of up to 10 monthly salaries (excluding a discretionary bonus and a bonus for outstanding performance). Ms. Leviatan’s monthly base salary shall be adjusted in January of each year to reflect increases in the Israeli Consumer Price Index for the preceding calendar year, taking effect starting with the salary for January 2027, based on the increase in such index in 2026. The options, RSUs, and PSUs, to be granted under the Company’s 2010 Plan, would vest in four equal annual instalments of 25% so long as Ms. Leviatan serves as an office holder of the Company, with the first instalment to vest a year from the grant date and an additional 25% to vest on each annual anniversary of the vesting date thereafter. Additionally, the vesting of the PSUs is subject to achievement of performance metrics for the preceding calendar year (the “PSU Metrics”). The PSU Metrics – Total Income and Revenues, and Adjusted EBITDA (each as reported in the Company’s Annual Report on Form 20-F) – are measured against the midpoint of the Company’s forecast published at the start of the applicable performance year. Achievement of 90% of the target yields 50% vesting for that Metric’s portion of the tranche, with linear interpolation for achievement between 90% and 100%. The PSU Metrics are weighted equally and evaluated independently; overperformance in one cannot offset the other. Ms. Leviatan will also receive indemnification, exemption and insurance in accordance with Company practice; and will be entitled to a one-time reimbursement for relocation expenses from the U.S. to Israel, up to USD 100,000 net of taxes as may be applicable.

•

approved terms of engagement with, and the grant of 345,927 stock options, 6,726 RSUs and 76,055 PSUs to Mr. Gilad Yavetz, our Executive Chairman of the board of directors. The principal terms of engagement with Mr. Yavetz include a monthly base salary in the amount of NIS 118,000 (reflecting an annual employer’s cost in the amount of approximately NIS 1,770 thousand), effective as of September 2025. Mr. Yavetz’s monthly base salary shall be adjusted in January of each year to reflect increases in the Israeli Consumer Price Index for the preceding calendar year, taking effect starting with the salary for January 2027, based on the increase in such index in 2026. The options, RSUs, and PSUs, to be granted under the Company’s 2010 Plan, would vest in four equal annual instalments of 25% so long as Mr. Yavetz serves as an office holder of the Company, with the first instalment to vest a year from the grant date and an additional 25% to vest on each annual anniversary of the vesting date thereafter. Additionally, the vesting of the PSUs is subject to achievement of the PSU Metrics.

•

approved terms of engagement with, and the grant of 51,574 stock options and 11,339 PSUs to Mr. Yair Seroussi, our Vice Chairman of the board of directors. The principal terms of engagement with Mr. Seroussi include a monthly base salary in the amount of NIS 50,000 paid against an invoice (reflecting a gross monthly payment equivalent to NIS 38,462), effective as of September 2025. Mr. Seroussi’s monthly base salary shall be adjusted in January of each year to reflect increases in the Israeli Consumer Price Index for the preceding calendar year, taking effect starting with the salary for January 2027, based on the increase in such index in 2026. The options and PSUs, to be granted under the Company’s 2010 Plan, would vest in four equal annual instalments of 25% so long as Mr. Seroussi serves as an office holder of the Company, with the first instalment to vest a year from the grant date and an additional 25% to vest on each annual anniversary of the vesting date thereafter. Additionally, the vesting of the PSUs is subject to achievement of the PSU Metrics. Mr. Seroussi is required to dedicate the equivalent of 40% of the time required by a full-time position to his role as Vice Chairman.

C.	Board Practices

•

at least a majority of the shares of non-controlling shareholders and shareholders that do not have a personal interest in the approval voted on the proposal are voted in favour (disregarding abstentions); or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment that are voted against such appointment does not exceed 2% of the aggregate voting rights in the company.

•

overseeing the accounting and financial reporting processes of the Company and audits of our financial statements and the effectiveness of our internal control over financial reporting, and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act; appointing, compensating, retaining and overseeing the work of our independent auditors, subject to ratification by the board of directors, and in the case of appointment, to ratification by the shareholders;

•

pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms;

•

reviewing with management and our independent auditor our annual and interim financial statements prior to publication or filing (or submission, as the case may be) to the SEC;

•

recommending to the board of directors the retention and termination of the internal auditor and the internal auditor’s engagement fees and terms, in accordance with the Companies Law, approving the yearly or periodic work plan proposed by the internal auditor and examining whether the internal auditor was afforded all required resources to perform its role;

•

reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements;

•

identifying irregularities in our business administration by, among other things, consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors;

•

reviewing policies and procedures with respect to transactions between the Company and officers and directors (other than transactions related to the compensation or terms of service of the officers and directors), or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and

•

establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the submission by Company employees of concerns regarding questionable accounting or auditing matters.

•

recommending to the board of directors the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years;

•

monitoring the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments or updates of the compensation policy;

•

resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and

•

exempting, under certain circumstances, transactions with our chief executive officer from the approval of our shareholders.

•

from time to time, reviewing the implementation of our compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans (insofar as these relate to office holders in the Company), and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law;

•

reviewing and approving the employment terms of our office holders, including granting of options and other incentive awards and reviewing and approving corporate goals and objectives relevant to the compensation of our executive officers, including evaluating their performance in light of such goals and objectives; and approving transactions regarding office holders’ compensation pursuant to the Companies Law and exempting certain transactions with our Chief Executive Officer from the approval of the general meeting of our shareholders pursuant to the Companies Law.

•

recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law;

•

establishing annual goals and objectives for the Company’s Chief Executive Officer and the other executive officers, and assisting the Board in discharging its responsibilities relating to the compensation of the Company’s Chief Executive Officer and other executive officers and the overall compensation;

•

reviewing and making recommendations to the Board regarding director compensation;

•

approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; and

•

administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards.

•

at least a majority of the shares of non-controlling shareholders and shareholders that do not have a personal interest in the approval, which are voted at the meeting, are voted in favour (disregarding abstentions); or

•

the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in the approval, which are voted against such approval, does not exceed 2% of the aggregate voting rights in the company.

•

the education, skills, experience, expertise and accomplishments of the relevant office holder;

•

the office holder’s position, responsibilities and prior compensation agreements with him or her;

•

the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships in the company;

•

if the terms of employment include variable components—the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and

•

if the terms of employment include severance compensation—the term of employment or office of the office holder, the terms of his or her compensation during such period, the company’s performance during such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits, and the circumstances under which he or she is leaving the company.

•

with regard to variable components:

•

with the exception of office holders who report directly to the chief executive officer, means of determining the variable components on a long-term performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three months’ salary per annum, while taking into account such office holder’s contribution to the company; and

•

the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant.

•

a clawback provision pursuant to which the officer will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements;

•

the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and

•

a limit to retirement grants.

•

advancing our goals, work plan and policies in the long-term;

•

creating appropriate incentives for our officers, taking into account, among other things, our risk management policy;

•

the high level of responsibility and complexity of the role of our officers;

•

our size, our profitability and the nature of our activities; and

•

the contribution of the office holder to the achievement of our goals and attaining profits, with a long-term perspective and in accordance with the position of the office holder.

•

recommending to our board of directors our general strategy, including, but not limited to, EHS, corporate social responsibility, sustainability, philanthropy, corporate governance, reputation, diversity, equity and inclusion, community issues, political contributions and lobbying and other public policy matters relevant to us (collectively, “ESG Matters”);

•

overseeing our policies, practices and performance with respect to ESG Matters;

•

overseeing our reporting standards in relation to ESG Matters;

•

reporting to our board of directors about current and emerging topics relating to ESG Matters that may affect our business, operations, performance or public image or are otherwise pertinent to us and our stakeholders and, if appropriate, detail actions taken in relation to the same; and

•

advising our board of directors on shareholder proposals and other significant stakeholder concerns relating to ESG Matters.

•

information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and

•

all other important information pertaining to these actions.

•

refrain from any act involving a conflict of interest between the performance of his or her duties in the company and his or her personal affairs;

•

refrain from any activity that is competitive with the business of the company;

•

refrain from exploiting any business opportunity of the company in order to receive a personal gain for himself or herself or others; and

•

disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.

•

an amendment to the company’s articles of association;

•

an increase of the company’s registered share capital;

•

a merger; or

•

interested party transactions that require shareholder approval.

•

a financial liability imposed on him or her in favour of another person pursuant to a judgment, settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, are foreseeable based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria;

•

reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that no indictment was filed against such office holder as a result of such investigation or proceeding and no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (2) in connection with a monetary sanction;

•

reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and

•

expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law of 1968 (the “Israeli Securities Law”).

•

a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•

a breach of the duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the office holder;

•

a financial liability imposed on the office holder in favour of a third party;

•

a financial liability imposed on the office holder in favour of a third party harmed by a breach in an administrative proceeding; and

•

expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her pursuant to certain provisions of the Israeli Securities Law.

•

a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

•

a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;

•

an act or omission committed with intent to derive illegal personal benefit; or

•

a fine, monetary sanction or forfeit levied against the office holder.

D.

Employees

E.	Share Ownership

F.	Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

A.	Major Shareholders

Principal shareholders		Number of Ordinary Shares				% of Outstanding Shares
Greater than 5% shareholders
Migdal Insurance & Financial Holdings Ltd. (1)			11,195,156.00				8.03	%
Harel Insurance Investments & Financial Services Ltd. (2)			14,512,845.30				10.41	%
Phoenix Financial Ltd. (3)			12,158,327.88				8.72	%
Meitav Investment House Ltd. (4)			9,629,569.00				6.91	%
Clal Insurance Enterprises Holdings Ltd. (5)			9,890,141.30				7.09	%
Menora Mivtachim Holdings Ltd. (6)			8,155,587.00				5.85	%
Directors and executive officers
Adi Leviatan			-				-
Nir Yehuda (7)			37,642.00				0.03	%
Amit Paz (8)			265,049.10				0.19	%
Ilan Goren (9)			294,341.00				0.21	%
Ayelet Cohen Israeli (10)			21,512.00				0.02	%
Marko Liposcak (11)			6,401.00				0.01	%
Lisa Haimovitz (12)			59,012.00				0.04	%
Meron Carr (13)			33,032.00				0.02	%
Ziv Shor (14)			53,734.00				0.04	%
Itay Banayan			-				-
Gilad Doron			-				-
Gilad Yavetz (15)			1,191,916.10				0.85	%
Yair Seroussi (16)			149,116.00				0.11	%
Liat Benyamini (17)			3,408.00				0.00	%
Michal Tzuk (18)			3,408.00				0.00	%
Alla Felder (19)			3,408.00				0.00	%
Dr. Shai Weil (20)			18,022.00				0.01	%
Yitzhak Betzalel (21)			3,408.00				0.00	%
Zvi Furman (22)			3,408.00				0.00	%
All executive officers and directors as a group (19 persons)			2,146,817.20				1.53	%

___________________

(1)

Pursuant to a Schedule 13G filed by Migdal Insurance & Financial Holdings Ltd. (“Migdal”) with the SEC on November 13, 2025, consists of 11,195,156 ordinary shares as of September 30, 2025, beneficially owned by Migdal and entities under its control. The address of Migdal is 4 Efal Street, P.O. Box 3063, Petach Tikva, Israel.

(2)

Pursuant to a Schedule 13G filed by Harel Insurance Investments & Financial Services Ltd. (“Harel”) with the SEC on February 9, 2026, consists of 14,512,845.3 ordinary shares as of December 31, 2025, beneficially owned by Harel and entities under its control. In addition, to the Company’s knowledge, Harel holds 6,599,319 units of Series C Debentures. To the Company’s knowledge, the ultimate controlling shareholders of Harel are Mr. Yair Hamburger, Mr. Gideon Hamburger and Ms. Nurit Manor. The address of Harel is Abba Hillel 3, Ramat Gan, Israel.

(3)

To the Company’s knowledge, consists of 12,158,327.88 ordinary shares as of December 31, 2025, beneficially owned by the Phoenix Financial Ltd. (“Phoenix”) and entities under its control. In addition, to the Company’s knowledge, Phoenix holds 69,625,443 units of Series C Debentures and 9,708,364 units of Series H Debentures. The address of Phoenix is Derech Hashalom 53, Givataim, 53454, Israel.

(4)	To the Company’s knowledge, consists of 9,629,569 ordinary shares as of December 31, 2025, beneficially owned by Meitav Investment House Ltd. (“Meitav”) and entities under its control. The address of Meitav is 1 Jabotinski, Bene-Beraq, Israel.

(5)

To the Company’s knowledge, consists of 9,890,141.3 ordinary shares as of December 31 ,2025, beneficially owned by Clal Insurance Enterprises Holdings Ltd. (“Clal”) and entities under its control. In addition, to the Company’s knowledge, Clal holds 22,651,517 units of Series C Debentures and 20,076,069 units of Series H Debentures. The address of Clal is 36 Raul Walenberg St., Tel Aviv, Israel.

(6)

Pursuant to a Schedule 13G filed by Menora Mivtachim Holdings Ltd. (“Menora”) with the SEC on February 11, 2026, consists of 8,155,587 ordinary shares as of December 31, 2025, beneficially owned by Menora and entities under its control. The address of Menora is Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel.

(7)	Consists of (i) 13,890 RSUs held by Mr. Yehuda that vest within 60 days of March 15, 2026, and (ii) 23,752 ordinary shares subject to options held by Mr. Yehuda that are exercisable within 60 days of March 15, 2026.

(8)	Consists of (i) 252,423.1 ordinary shares beneficially owned directly by Mr. Paz, and (ii) 12,626 RSUs held by Mr. Paz that vest within 60 days of March 15, 2026.

(9)	Consists of (i) 9,341 RSUs held by Mr. Goren that vest within 60 days of March 15, 2026, and (ii) 285,000 ordinary shares subject to options held by Mr. Goren that are exercisable within 60 days of March 15, 2026.

(10)	Consists of (i) 6,512 RSUs held by Ms. Cohen Israeli that vest within 60 days of March 15, 2026, and (ii) 15,000 ordinary shares subject to options held by Ms. Cohen Israeli that are exercisable within 60 days of March 15, 2026.

(11)	Consists of 6,401 RSUs held by Mr. Liposcak that vest within 60 days of March 15, 2026.

(12)	Consists of (i) 6,512 RSUs held by Ms. Haimovitz that vest within 60 days of March 15, 2026, and (ii) 52,500 ordinary shares subject to options held by Ms. Haimovitz that are exercisable within 60 days of March 15, 2026.

(13)	Consists of (i) 11,364 RSUs held by Mr. Carr that vest within 60 days of March 15, 2026, and (ii) 21,668 ordinary shares subject to options held by Mr. Carr that are exercisable within 60 days of March 15, 2026.

(14)	Consists of (i) 19,392 RSUs held by Mr. Shor that vest within 60 days of March 15, 2026, and (ii) 34,342 ordinary shares subject to options held by Mr. Shor that are exercisable within 60 days of March 15, 2026.

(15)	Consists of (i) 796,198.1 ordinary shares beneficially owned directly by Mr. Yavetz, (ii) 43,511 RSUs held by Mr. Yavetz that vest within 60 days of March 15, 2026, and (iii) 352,207 ordinary shares subject to options held by Mr. Yavetz that are exercisable within 60 days of March 15, 2026.

(16)	Consists of (i) 7,116 RSUs held by Mr. Seroussi that vest within 60 days of March 15, 2026, and (ii) 142,000 ordinary shares subject to options held by Mr. Seroussi that are exercisable within 60 days of March 15, 2026.

(17)	Consists of 3,408 RSUs held by Ms. Benyamini that vest within 60 days of March 15, 2026.

(18)	Consists of 3,408 RSUs held by Ms. Tzuk that vest within 60 days of March 15, 2026.

(19)	Consists of 3,408 RSUs held by Ms. Felder that vest within 60 days of March 15, 2026.

(20)

Consists of (i) 14,614 ordinary shares beneficially owned directly by Dr. Weil and (ii) 3,408 RSUs held by Dr. Weil that vest within 60 days of March 15, 2026. Not included as beneficially owned by Dr. Weil are 470,091 ordinary shares owned directly by Givon Investments Partnership (GAAS), which is controlled by the Weil family of which Dr. Weil is a part.

(21)	Consists of 3,408 RSUs held by Mr. Betzalel that vest within 60 days of March 15, 2026.

(22)	Consists of 3,408 RSUs held by Mr. Furman that vest within 60 days of March 15, 2026.

B.	Related Party Transactions

C.	Interests of Experts and Counsel

A.	Consolidated Statements and Other Financial Information

B.	Significant Changes

A.	Offer and Listing Details

B.	Plan of Distribution

C.

Markets

D.	Selling Shareholders

E.

Dilution

F.	Expenses of the Issue

A.	Share Capital

B.	Memorandum and Articles of Association

C.	Material Contracts

D.	Exchange Controls

E.

Taxation

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expenses related to a public offering are deductible in equal amounts over three years commencing on the year of the offering.

F.	Dividends and Paying Agents

G.	Statement by Experts

H.	Documents on Display

I.	Subsidiary Information

J.	Annual Report to Security Holders

•

the quorum requirement for shareholder meetings. As permitted under the Companies Law, pursuant to our Articles of Association, the quorum required for an ordinary meeting of shareholders generally consists of at least one shareholder present in person, by proxy or by other voting instrument in accordance with the Companies Law who holds or represents at least 25% of the outstanding voting power of our ordinary shares (and if the meeting is adjourned for a lack of quorum, in the event that a quorum as defined above is not present, the adjourned meeting will take place with any number of shareholders). This quorum standard replaces the 33 1⁄3% of the issued share capital required under the corporate governance rules of Nasdaq;

•

the Nasdaq Stock Market Rule 5635(c), which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with equity-based compensation of officers, directors, employees or consultants. With respect to the circumstances described above, we expect to follow Israeli law which does not require approval of our shareholders with respect to an issuance of securities in connection with equity-based compensation of officers, directors, employees or consultants within the limit and subject to the terms of the delegation granted to our board of directors in the form (and within the limits and conditions) of our registered share capital; and

•

the Nasdaq Stock Market Rule 5605(e), which requires independent director oversight of director nominations. With respect to this requirement, we intend to follow Israeli law which does not require such oversight.