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Clal Insurance

Major Shareholding Notification Jan 5, 2026

6731_rns_2026-01-05_e100c0ec-2b82-42c7-8a3e-eba6bd829158.pdf

Major Shareholding Notification

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CLAL INSURANCE ENTERPRISES HOLDINGS LTD

Company Registry Number: 520036120

To: Israel Securities Authority | www.isa.gov.il To: Tel Aviv Stock Exchange Ltd. | www.tase.co.il

Form Number: T087 (Public) Filed on MAGNA: 05/01/2026

Explanation: Briefly describe the nature of the change.

Reference Number: 2026-01-001320

Statement of Capital, Grant of Rights to Purchase Shares and Securities Registry of the Corporation and Changes Therein

Regulation 31E to Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 31(a) to Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 31(b1) to Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 32 to Securities Regulations (Periodic and Immediate Reports), 1970

Nature of the Change:

_________, _________, _________.

Lapse of options granted to employees who ended their employment with the company before the options vested, with no changes in the register.

Previous Reference Numbers on the Subject:

1. The Corporation's Securities Situation after the Change:

Name and Type
of Security
Security
Number
Quantity in
Registered Capital
Issued and Paid Up Capital
(Last Reported / Current)
Quantity Recorded in Name
of Registration Company
Ordinary share, 1
NIS par value
224014 100,000,000 80,047,019 / 80,047,019 80,046,008
Warrant A,
Program 06/2023
1198647 0 425,957 / 425,957 0
Warrant A,
Program 06/2024
1208552 0 1,286,805 / 1,286,805 0
Warrant A,
Program 06/2025
1223080 0 130,000 / 130,000 0
Warrant B,
Program 06/2025
1223098 0 470,000 / 470,000 0
BONDS Series 1 1193481 0 549,100,060 / 549,100,060 549,100,060
BONDS Series 2 1193499 0 149,989,800 / 149,989,800 149,989,800
BONDS Series 3 1201391 0 850,000,000 / 850,000,000 850,000,000
Clal Insurance
RSU
1231869 0 9,691 / 9,691 0

Explanation: All company securities must be specified, including those not listed for trading.

2. The corporation notifies that:

From date: 01/10/2025 To date: 04/01/2026

A change occurred only in the register of securities holders of the corporation (without a change in the number of the corporation's securities) as a result of:

Description of the Nature of the Change: Lapse of options granted to employees who ended their employment with the company before the options vested, under programs 2023,2024,2025, without changes in the register.

Explanation: Describe all details of the transaction or action resulting in a change in the register.

Details per Holder Affected by the Change:

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

# Registered Holder
Affected
ID Type ID
Number
Date of
Change
Through TASE
Clearing?
Type and Name
of Security
Security
Number
Change in
Amount
Holder Balance
After Change
1 I.B.I. Trust
Management
Israeli Companies
Registrar No.
515020428 04/01/2026 No Warrant A,
Program 06/2023
1198647 0 425,957
2 I.B.I. Trust
Management
Israeli Companies
Registrar No.
515020428 04/01/2026 No Warrant A,
Program 06/2024
1208552 0 1,286,805
3 I.B.I. Trust
Management
Israeli Companies
Registrar No.
515020428 04/01/2026 No Warrant A,
Program 06/2025
1223080 0 130,000
4 I.B.I. Trust
Management
Israeli Companies
Registrar No.
515020428 04/01/2026 No Warrant B,
Program 06/2025
1223098 0 470,000

3. Highlights of the Shareholders' Register at the Reporting Date:

# Name of Registered ID ID Security Type and Par Quantity of Holds Shares
Shareholder Type Number Number Value of Shares Shares as Trustee
1
    1. Attached: Shareholder Register file in line with Section 130 of the Companies Law, 1999 Alt: PDF file with the shareholder register in accordance with Israeli Companies Law, 1999.
    1. Attached: Updated file of the corporation's securities registers, including the options and bondholder ledgers Alt: PDF file with updated registrar for the corporation's securities, including the options and bonds ledgers.

Details of Authorized Signatories on Behalf of the Corporation:

# Signatory Name Position
1 Adv. Adi Barkan Stern Company Secretary

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), reports filed under these regulations must be signed by those authorized to sign on behalf of the corporation. Staff position can be found on the authority's website: Click here

Additional Explanations:

    1. If the change affects more than one security, the impact of the change should be specified in a separate line for each security.
    1. Change Date all changes of the same type in the same security executed on one day shall be summarized in one row. For this matter – distinguish between changes made via the TASE clearing house versus those made directly in the company's books.
    1. Negative change should have a "-" sign.
    1. In all quantity fields, specify the number of securities, not NIS par value.

Option Plan Mechanism

The option plan is based on a mechanism whereby, upon the exercise of options, shares are allocated to the exerciser only according to the benefit's value (the spread between the market price and the exercise price – "cashless exercise").

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

The calculation of the number of shares from option exercise, as detailed below, is made under the maximal theoretical assumption of all options being exercised into company shares at the share price set as a ceiling for the benefit's value (for the 2023 program, a ceiling price of NIS 113.58 per share; for the 2024 program, an average ceiling price of NIS 85.75 per share; and for the 2025 options program, a ceiling price of NIS 156.80 per share). It is emphasized that the above is only a theoretical assumption, as the actual number of shares allocated will reflect the financial benefit embedded in the options at the exercise date, which will be lower.

The following are the option-to-shares exercise ratios as described above:

Warrant A, Program 06/2023: 0.487

Warrant A, Program 06/2024: 0.250

Warrant A and B, Program 06/2025: 0.375

Additional Information

Reference Numbers of previous related documents (the mention does not constitute incorporation by reference):

Additional Footer Details

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange.

Short Company Name: CLAL INSURANCE ENTERPRISES HOLDINGS LTD

Address: 36 Raul Wallenberg, Tel Aviv, P.O. Box 37070, Zip: 6136902

Phone: 03-6387575 / 03-6387577

Fax: 03-6397011

Email: [email protected]

Name of Electronic Filer: Barkan Stern Adi

Position: Company Secretary

Employer: CLAL INSURANCE COMPANY LTD

Phone: 077-6387634

Fax: 03-7965879

Email: [email protected]

Previous names of reporting entity: (none listed)

Form structure update date: 06/08/2024

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