Gilat Satellite Networks Ltd.

Registration Form • Sep 3, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington,, D..C.. 2200554499

FORM S--88

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 11993333

GILAT SATELLITE NETWORKS LTD..

((Exact name of registrant as specified in its charter))

((State or other jurisdiction of incorporation or organization)) ((I..R..S.. Employer Identification No..))

Israel Not Applicable

Gilat House 2211 Yegia Kapayim Street,, Kiryat Arye Petah Tikva 44991133002200,, Israel

((Address of Principal Executive Offices)) ((Zip Code))

GILAT SATELLITE NETWORKS LTD.. 22000088 SHARE INCENTIVE PLAN

((Full title of the plans))

Wavestream Corporation 554455 W.. Terrace Dr San Dimas,, CA 9911777733 ((Name and address of agent for service))

990099--559999--99008800 ((Telephone number,, including area code,, of agent for service))

Copies to::

Steven J.. Glusband,, Esq.. Carter Ledyard && Milburn LLP 22 Wall Street New York,, NY 1100000055 Tel:: 221122--223388--88660055

Doron Kerbel,, Adv.. General Counsel and Corporate Secretary Gilat Satellite Networks Ltd.. Gilat House 2211 Yegia Kapayim Street Kiryat Arye Petah Tikva 44991133002200,, Israel Tel:: 997722--33--992255--22000000

Tuvia J.. Geffen,, Adv.. Naschitz,, Brandes,, Amir && Co.. 55 Tuval Street Tel--Aviv 66778899771177,, Israel Tel:: 997722 33--662233--55000000

Indicate by check mark whether the registrant is a large accelerated filer,, an accelerated filer,, a non--accelerated filer,, a smaller reporting company or an emerging growth company.. See the definitions of "large accelerated filer,," "accelerated filer,," "smaller reporting company,," and "emerging growth company" in Rule 1122b--22 of the Exchange Act..

Large accelerated filer	☐	Accelerated filer	☒
Non--accelerated filer	☐ ((Do not check if a smaller reporting company))	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company,, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 77((a))((22))((B)) of the Securities Act.. ☐

___________________________

This Registration Statement shall become effective immediately upon filing as provided in Rule 446622 under the Securities Act of 11993333..

EXPLANATORY NOTE

The purpose of this Registration Statement on Form S--88 is to register an additional 22,,883366,,220055 Ordinary Shares for issuance under the 22000088 Plan..

In accordance with General Instruction E of Form S--88,, the contents of the Registrant's Registration Statements on Form S--88 ((Files No.. 333333--118800555522,, 333333--118877002211,, 333333--220044886677,, 333333--221100882200,, 333333--221177002222,, 333333--222211554466,, 333333--222233883399,, 333333--223311444422,, 333333--223366002288,, 333333--225533997722,, 333333--225555774400,, 333333--226644997744,, 333333--227788008822 and 333333--228866115566)) filed with the Securities and Exchange Commission on April 44,, 22001122,, on March 44,, 22001133,, on June 1111,, 22001155,, on April 1199,, 22001166,, on March 3300,, 22001177,, on November 1144,, 22001177,, on March 2222,, 22001188,, on May 1144,, 22001199,, on January 2233,, 22002200,, on March 88,, 22002211,, on May 44,, 22002211,, on May 1166,, 22002222,, on March 2200,, 22002244 and on March 2277,, 22002255,, respectively,, are incorporated herein by reference and the information required by Part II is omitted,, except to the extent superseded hereby or supplemented by the information set forth below..

PART I

INFORMATION REQUIRED IN THE SECTION 1100((a)) PROSPECTUS

The documents containing the information required in Part I of this Registration Statement have been or will be sent or given to participating employees as specified in Rule 442288((b))((11)) under the Securities Act,, in accordance with the rules and regulations of the United States Securities and Exchange Commission,, or the Commission.. Such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 442244 of the Securities Act.. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 33 of Part II of this Registration Statement,, taken together,, constitute a prospectus that meets the requirements of Section 1100((a)) of the Securities Act..

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 33.. Incorporation of Documents by reference..

The Registrant hereby incorporates by reference the following documents::

• ((a)) The Registrant's Annual Report on Form 2200--F for the year ended December 3311,, 22002244;;
• ((b)) The description of our ordinary shares contained in our Annual Report on Form 2200--F for the year ended December 3311,, 22002244;; and
• ((c)) The Registrant's 66--K dated August 2288,, 22002255..

In addition,, all documents subsequently filed by the Registrant pursuant to Section 1133((a)),, 1133((c)),, 1144 and 1155((d)) of the Securities Exchange Act of 11993344,, as amended ((the "Exchange Act")) ((prior to filing of a post--effective amendment which indicates that all securities offered have been sold or that deregisters all securities then remaining unsold)) shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement..

22

Item 88.. EXHIBITS..

• 44..11 Memorandum of Association,, as amended ((11))
• 44..22 Articles of Association,, as amended and restated ((22))
• 44..33 Gilat Satellite Networks Ltd.. 22000088 Share Incentive Plan ((including the Israeli Sub--plan to the Gilat Satellite Networks Ltd.. 22000088 Share Incentive Plan)),, as amended
• 55 Opinion of Naschitz,, Brandes,, Amir && Co..,, Advocates
• 2233..11 Consent of Naschitz,, Brandes,, Amir && Co..,, Advocates ((included in Exhibit 55))
• 2233..22 Consent of Kost Forer Gabbay && Kasierer,, a Member of Ernst && Young Global,, our independent registered public accounting firm
• 2244 Power of Attorney ((included as part of this Registration Statement))
• 110077..11 Calculation of Registration Fee
• ((11)) Filed as Exhibit 11..11 to the Registrant's Annual Report on Form 2200--F for the year ended December 3311,, 22000000,, and incorporated herein by reference..
• ((22)) Filed as Exhibit 11..22 to the Registrant's Annual Report on Form 2200--F for the year ended December 3311,, 22001111,, and incorporated herein by reference..

33

SIGNATURES

Pursuant to the requirements of the Securities Act of 11993333,, as amended,, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S--88 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,, thereunto duly authorized,, in Petah Tikva,, Israel on September 33,, 22002255..

By:: //s// Amiram Boehm Amiram Boehm Chairman of the Board

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Amiram Boehm,, Adi Sfadia and Gil Benyamini,, and each of them severally,, his or her true and lawful attorney--in--fact,, and agent each with power to act with or without the other,, and with full power of substitution and resubstitution,, to execute in the name of such person,, in his capacity as a director or officer of Gilat Satellite Networks Ltd..,, any and all amendments to this Registration Statement on Form S--88 and all instruments necessary or incidental in connection therewith,, and to file the same with the Securities and Exchange Commission,, hereby ratifying and confirming all that each of said attorneys--in--fact,, or their substitutes,, may do or cause to be done by virtue hereof..

Pursuant to the requirements of the Securities Act of 11993333,, the Registration Statement has been signed by the following persons in the capacities indicated on September 33,, 22002255..

Signature	Title
//s// Amiram Boehm Amiram Boehm	Chairman of the Board of Directors
//s// Adi Sfadia Adi Sfadia	Chief Executive Officer ((Principal Executive Officer))
//s// Gil Benyamini Gil Benyamini	Chief Financial Officer ((Principal Financial and Accounting Officer))
//s// Ami Shafran Ami Shafran	Director
//s// Amir Ofek Amir Ofek	Director
//s// Aylon ((Lonny)) Rafaeli Aylon ((Lonny)) Rafaeli	Director
//s// Elyezer Shkedy Elyezer Shkedy	Director
//s// Dafna Sharir Dafna Sharir	Director
//s// Hilla Haddad Chemlnik Hilla Haddad Chemlnik	Director
//s// Dana Porter Rubinshtein Dana Porter Rubinshtein	Director
Wavestream Corporation	Authorized Representative in the United States
By:: //s// Adi Sfadia Name:: Adi Sfadia,, Officer

44

Exhibit 55

Tel--Aviv,, September 33,, 22002255

Gilat Satellite Networks Ltd.. Gilat House 2211 Yegia Kapayim Street Kiryat Arye Petah Tikva 44991133002200,, Israel

Ladies and Gentlemen::

We refer to the Registration Statement on Form S--88 ((the "Registration Statement")) to be filed with the Securities and Exchange Commission under the Securities Act of 11993333,, as amended,, on behalf of Gilat Satellite Networks Ltd..,, a company organized under the laws of the State of Israel ((the "Company")),, relating to 22,,883366,,220055 of the Company's Ordinary Shares,, par value NIS 00..2200 per share ((the "Shares")),, issuable under the Company's 22000088 Share Incentive Plan,, as amended ((the "Plan"))..

As Israeli counsel to the Company,, we have examined such corporate records,, certificates and other documents,, and such questions of law,, as we have considered necessary or appropriate for the purpose of our opinion.. Upon the basis of such examination,, we are of the opinion that,, the Shares,, when issued and sold pursuant to the terms of the Plan and the grants thereunder,, will be legally and validly issued,, fully paid and non--assessable..

The opinion expressed herein is limited to Israeli law,, and we do not express any opinion as to the laws of any other jurisdiction..

We consent to the filing of this opinion as an exhibit to the Registration Statement.. In giving such consent,, we do not thereby admit that we are in the category of persons whose consent is required under Section 77 of the Securities Act of 11993333,, as amended..

Very truly yours,,

//s// Naschitz,, Brandes,, Amir && Co..,, Advocates Naschitz,, Brandes,, Amir && Co..,, Advocates

Exhibit 2233..22

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement ((Form S--88)) pertaining to the 22000088 Share Incentive Plan of Gilat Satellite Networks Ltd.. of our reports dated March 2277,, 22002255 ((except for the change in segment reporting disclosed in Notes 11((f)),, 77,, and 1155,, as to which the date is August 2288,, 22002255)),, with respect to the consolidated financial statements of Gilat Satellite Networks Ltd.. and the effectiveness of internal control over financial reporting of Gilat Satellite Networks Ltd.. included in Gilat Satellite Networks Ltd..''s Current Report ((Form 66--K)) dated August 2288,, 22002255,, filed with the Securities and Exchange Commission..

//s// KOST FORER,, GABBAY && KASIERER KOST FORER,, GABBAY && KASIERER A Member of Ernst && Young Global

Tel--Aviv,, Israel September 33,, 22002255

Calculation of Filing Fee Tables

S--88

GILAT SATELLITE NETWORKS LTD

	Table 11:: Newly Registered Securities
	Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
	11 Equity	Ordinary shares,, par value NIS 002200 per share	Other	22,,883366,,220055	\$\$ 993388	\$\$ 2266,,660033,,6600229900 0000000011553311		\$\$ 44,,0077330011
Total Offering Amounts:: Total Fee Offsets::						\$\$ 44,,0077330011 \$\$ 000000
Net Fee Due::								\$\$ 44,,0077330011

Offering Note

11

((11)) Pursuant to Rule 441166((a)) under the Securities Act of 11993333,, as amended ((the ""Securities Act"")),, this Registration Statement shall also cover any additional ordinary shares of the Registrant that become issuable under the Registrant''s 22000088 Share Incentive Plan,, as amended ((the ""Plan"")) by reason of any share dividend,, share split,, recapitalization or similar transaction effected without the Registrant''s receipt of consideration that would increase the number of outstanding ordinary shares.. ((b)) Represents the additional 22,,883366,,220055 ordinary shares issuable under the Plan.. ((c)) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 445577((h)) and Rule 445577((c)) promulgated under the Securities Act based on the average of the high ((\$\$99..5500)) and low ((\$\$99..2266)) prices of the ordinary shares on The Nasdaq Stock Market LLC on August 2299,, 22002255

((11)) The aggregate maximum offering price of all securities issued or issuable by Gilat Satellite Networks Ltd.. ((the ""Registrant"")) that are registered pursuant to this Registration Statement shall not exceed \$\$115500,,000000,,000000.. The proposed maximum aggregate offering price is estimated solely for the purpose of computing the registration fee pursuant to Rule 445577((o)) under the Securities Act of 11993333,, as amended ((the ""Securities Act""))..

((22)) Units may consist of one or more shares of ordinary shares,, warrants,, debt securities or subscription rights issued by the Registrant,, other property,, or any combination thereof..

((33)) Pursuant to Rule 441155((a))((66)) under the Securities Act,, the Registrant is registering hereby \$\$115500,,000000,,000000 of unsold securities ((the ""Unsold Securities"")) previously registered under the Registrant''s prior Registration Statement on Form F--33 ((File No.. 333333--226666004444)) filed on July 77,, 22002222 ((the ""Prior Registration Statement"")).. The registration fee of \$\$1133,,990055 relating to the Unsold Securities,, which the Registrant previously paid ((including through fee offset)),, will continue to be applied to those Unsold Securities pursuant to Rule 441155((a))((66)),, and except as set forth herein no additional registration fee is being paid as to those Unsold Securities.. Pursuant to Rule 441155((a))((66)),, the offering of such Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.. In addition to Unsold Securities being carried forward from the Prior Registration Statement,, the Registrant is also paying a registration fee of \$\$99,,006600 due to the difference between the fee rate that applied to the Prior Registration Statement and the fee rate that applies to this Registration Statement..

((44)) Pursuant to Rule 441155((a))((55)) under the Securities Act,, the Registrant may continue to offer and sell Unsold Securities under the Prior Registration Statement until the earlier of ((i)) the date on which this Registration Statement is declared effective by the U..S.. Securities and Exchange Commission,, and ((ii)) January 1144,, 22002266,, which is 118800 days after the third--year anniversary of the effective date of the Prior Registration Statement ((the ""Expiration Date"")).. Pursuant to Rule 441155((a))((66)) under the Securities Act,, if on or prior to the Expiration Date the Registrant sells Unsold Securities under the Prior Registration Statement,, the Registrant shall file a pre--effective amendment to this Registration Statement to update the amount of Unsold Securities which are being registered under this Registration Statement,, and upon effectiveness of this Registration Statement may continue to offer and sell such Unsold Securities under this Registration Statement..

Table 22:: Fee Offset Claims and Sources												☑Not Applicable
		Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 445577((p))
Fee Offset Claims	N//A	N//A	N//A	N//A	N//A	N//A		N//A N//A	N//A	N//A	N//A	N//A
Fee Offset Sources	N//A	N//A	N//A	N//A	N//A	N//A		N//A N//A	N//A	N//A	N//A	N//A