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Delta Galil Industries Ltd.

("the Company")

Prospectus

Offer of securities to officers and other employees of the Company and its subsidiaries, according to a prospectus, in accordance with Section 15B(1)(a) of the Securities Law, 5728-1968 ("Securities Law"), the Securities Regulations (Details of a Prospectus for Offering Securities to Employees), 5769-2000 ("Prospectus Details Regulations") and the Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("Reports Regulations");

To the offer of

Up to 500,000 warrants¹, registered by name, not listed for trading, vesting over time and exercisable for up to 500,000 ordinary shares of 1 NIS par value each of the Company (subject to adjustments), according to the warrant allocation plan of the Company or according to the Incentive Plan of the Company.

The offered warrants ("the offered securities") under this prospectus, will be offered to the offerees without consideration subject to the provisions of this prospectus, provided they are not and will not be an interested party in the Company (as this term is defined in the Securities Law) by virtue of their holdings in the Company's shares, including after the exercise of the offered securities.

If a change occurs in the terms of the warrants, including their price and quantity, compared to the conditions detailed in this prospectus, the Company will publish a supplementary notice regarding such change.

It is clarified that within the framework of this prospectus, the Company will also be entitled to use 93,624 warrants and 709,631 RSU, which are held by the Trustee (as defined below). These warrants and RSU remained with the Trustee as part of previous allocations and are held by him for future allocations, all as detailed in this prospectus.

Prospectus Date: December 20, 2023 (as updated on January 7, 2024 and May 25, 2026)

¹ It should be noted that the 500,000 warrants approved under this amended prospectus are in addition to the 500,000 warrants approved by TASE on January 8, 2024.

Introduction 3
1.1. General 3
1.2. Permits and Approvals 3
1.3. Granting of Warrants and/or RSU according to the Prospectus 3
1.4. Price of the Warrants and the RSU 4
1.5. Securities Authority Power 5
Details of the Offered Securities 5
2.1. Offered Securities 5
2.2. Securities of the Company 5
2.3. Offering of Securities at the Prospectus Date 6
Main Principles of the Allocation Plans 6
3.1. Trustee 6

3.2. Grant Letter; Warrant Agreement and RSU Agreement 6
3.3. Exercise Price of Warrants 7
3.4. Exercise of Warrants and/or RSU 7
3.5. Conditions and Vesting Periods of Warrants and RSUs and Lock-up Periods 7
3.6. Adjustments 8
3.7. Restriction on Transferability 10
3.8. Management of the Plans 10
3.9. Taxation 11
3.10. Rights as a Shareholder in the Company 12
3.11. Absence of Special Employment Rights 12
4. Rights Accompanying the Company's Shares 12
5. Additional Details 12
5.1. Details Regarding the Company's Share Prices 12
5.2. Details Regarding Share Capital and Holdings in the Company 12
5.3. Details of the Consideration 13
5.4. Inspection of Documents and Reference to a Periodic Report and Immediate Reports 13
5.5. Details of the Company's Representatives Regarding this Prospectus 13

1. Introduction

1.1. General

1.1.1. The allocation of warrants and RSUs to the offerees will be carried out in accordance with the provisions of Section 15B(1)(a) of the Securities Law by means of this prospectus ("the Prospectus") and in accordance with the Prospectus Details Regulations and the Reports Regulations.
1.1.2. The allocation of the offered securities according to this prospectus will be done in accordance with the provisions of the allocation plans adopted by the Company - the warrant allocation plan for non-American offerees and the Incentive Plan (approved by the Company's Board of Directors on August 20, 2009 and as extended by the Board on November 10, 2020 and December 19, 2023) $^2$ and the restricted stock unit allocation plan (approved by the Company's Board of Directors on July 28, 2014) $^3$ (together: "the Allocation Plans"); whereas the allocation of warrants will be done under the Incentive Plan, or under the warrant allocation plan for non-American offerees, as the case may be, and the allocation of RSUs will be done under the Incentive Plan or under the restricted stock unit allocation plan, as the case may be.
1.1.3. As far as it concerns officers of the Company, this prospectus is not intended to derogate from the provisions of the Company's compensation policy, which will continue to apply to the officers to whom the offered securities will be allocated under this prospectus.

1.2. Permits and Approvals

The allocation of the offered securities under this prospectus is subject to the authority of the Securities Authority according to Section 1.5 below and to the receipt of the approvals detailed below:

1.2.1.

Future allocations to employees under the Prospectus are subject to the approval of the relevant organs in the Company as required by law for allocations under this prospectus.

1.2.2. Approval of the Tel Aviv Stock Exchange Ltd. ("TASE") for the listing for trading of the exercise shares in respect of any allocation which the Company will seek to perform under the Prospectus, if such approval was not previously granted.

Immediately following the publication of this amended prospectus, the Company intends to apply for TASE's approval for the listing for trading of the exercise shares resulting from the exercise of the warrants mentioned in Section 2.1.1 of this prospectus. If additional approvals are required for the purpose of the offering of the offered securities, the Company will act to obtain them.

1.3. Granting of Warrants and/or RSU according to the Prospectus

1.3.1. No warrants and/or RSU will be allocated under this prospectus to an interested party (as this term is defined in the Securities Law) in the Company by virtue of his holdings in the Company, or to an offeree who will become an interested party in the Company as a result of the allocation. Furthermore, no warrants and/or RSU will be allocated under this prospectus to an offeree who, at the time of the allocation, has no employer-employee relationship with the Company and/or a company under its control.

1.3.2. None of the offerees is an "interested party", as the meaning of this term in Section 270 of the Companies Law, 5759-1999 ("the Companies Law").

By decision of the Company's Board of Directors from December 19, 2023, the names of the warrant plans were changed, so that their name no longer includes the year (2009).
By decision of the Company's Board of Directors from December 19, 2023, the name of the plan was changed, so that it no longer includes the year (2014).

1.3.3. The period for granting warrants and/or RSU under this prospectus will begin 14 business days from the date of filing the original prospectus⁴ and will end at the end of 36 months from its publication date. The Company is entitled to allocate additional warrants and/or RSU to offerees, at different times and in different quantities, in accordance with the provisions of the Allocation Plans and subject to obtaining legal approvals. Shortly after the publication of this prospectus, the Company will notify the offerees regarding this publication, or act in any other way permitted by law.

1.3.4. In case of performing allocations under the Prospectus - the Company will provide each offeree with a copy of the Prospectus together with the reports to which it refers at the offeree's workplace, or act in any other way permitted by law.

1.4. Price of the Warrants and the RSU

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1.4.1.

Warrants will be allocated to the offerees without any consideration. Upon exercise of a warrant into an exercise share, the offeree may be required to pay the Company an exercise price, which shall be - as long as not determined otherwise by the relevant organ(s) in the Company - the average closing price of the Company's share on TASE in the 30 trading days preceding the date of the allocation decision for that offeree - provided that the exercise price shall not be less than the par value of the share.

Despite the above, the relevant organ(s) in the Company shall be entitled to determine, at the time of the allocation decision for that offeree, that the exercise price of the warrants will be the closing price of the Company's share on TASE on the trading day preceding the date of the allocation decision for that offeree, provided that this price is higher than the average price of the 30 days and the par value of the share.

The Compensation Committee and/or the Company's Board of Directors, as the case may be, may determine at the time of the grant, that the exercise of warrants by an offeree may be done on a Cashless Exercise basis, so that the offeree will not be required to actually pay the exercise price (or the par value of the shares); and the Company will act until the exercise date to convert part of its profits into share capital or act in any other way permitted by law in the event of issuing shares for an amount lower than their par value, all in accordance with the applicable law, including Section 304 of the Companies Law. In such a case, the exercise price will be used solely for the purpose of calculating the benefit component, and the number of shares that the offeree will be actually entitled to on the exercise date will be determined according to the mechanism set in the following formula:

$$
X = \frac{Y(A - B)}{A}
$$

X = Number of shares for the offeree.

Y = Number of exercisable warrants, whose vesting date has arrived, which have not yet been exercised and the offeree requests to exercise via the Cashless Exercise mechanism.

A = The market value of each share at the time of exercise.

B = The adjusted exercise price for each warrant.

1.4.2.

The RSU will be allocated to the offerees without consideration. Upon exercise of an RSU into an exercise share, the offeree will not be required to pay the Company any consideration; and the Company will act until the exercise date to convert part of its profits into share capital.

4If the Securities Authority instructs to amend this Prospectus, the date for allocating warrants under this Prospectus may be postponed, according to its instructions, until after 14 business days have passed from the date of filing the amended Prospectus. See Section 1.5 of this Prospectus.

or to act in any other way permitted by law in the case of issuing shares for an amount lower than their par value, all in accordance with applicable law, including Section 304 of the Companies Law.

1.5. Authority of the Israel Securities Authority
1.5.1. The Israel Securities Authority, including an employee authorized for this purpose, may within fourteen business days from the date of submission of the Shelf Offering Report, instruct the company to provide an explanation, detail, information, and documents regarding the Shelf Offering Report and also to instruct the company on correcting the Shelf Offering Report within a timeframe it determines.
1.5.2. In the event that the Israel Securities Authority instructs the correction of the Shelf Offering Report, the Authority may instruct the postponement of the date for starting the period for allocating the offered securities under the Shelf Offering Report, to a date occurring no earlier than three business days and no later than fourteen business days from the date of publication of the corrected Shelf Offering Report.

Details of the Offered Securities
2.1. The Offered Securities
2.1.1. Within the framework of this Shelf Offering Report, it is possible to offer: up to 593,624 warrants, registered in name, which are not listed for trading, which vest over time and are exercisable into up to 593,624 shares.

The quantity of warrants allocated to each offeree and which will be exercised in accordance with the provisions of this Shelf Offering Report, will be exercised subject to the adjustments set forth in the relevant allocation plan.

2.1.2. The number of shares that will result from the exercise of the full amount of warrants⁵ and RSUs available for offering under this Shelf Offering Report - neutralizing the Cashless Exercise mechanism⁶ - is 1,303,255 shares, which as of the date of this Shelf Offering Report, will constitute immediately after exercise approximately 4.73% of the Company's issued and paid-up capital and approximately 4.73% of the voting rights in the Company (approximately 4.60% of the Company's issued and paid-up capital and approximately 4.60% of the voting rights in the Company, assuming full dilution).⁷
2.1.3. The warrants offered under this Shelf Offering Report are not listed for trading on any stock exchange.
2.1.4. The allocation date shall be considered the date on which the Company decided on the relevant allocation, unless the Company decided otherwise and/or unless determined otherwise in the grant letter ("Allocation Date").
2.1.5. Included in this Shelf Offering Report are also 93,624 warrants and 709,631 RSUs, which are held by the Trustee (as defined below). These warrants and RSUs remained with the Trustee as part of previous allocations and are held by it for the purpose of future allocations - all as detailed in this Shelf Offering Report.
2.2. The Company's Securities

5 It should be noted that the number of shares resulting from the exercise of the 500,000 additional warrants requested under this amendment to the Shelf Offering Report (neutralizing the Cashless Exercise mechanism detailed in the...

As of the date of submission of this Shelf Offering Report, the Company's shares are listed for trading on the TASE. The shares that will be allocated to the offerees upon the exercise of the offered securities will be allocated through the issuance of shares by the Company, without payment of their par value or from the Company's dormant shares, as determined in the relevant allocation decision.

2.3 Securities Offering as of the Prospectus Date

2.3.1 Subject to receiving TASE approval for the listing for trading of the exercise shares resulting from the exercise of the warrants and the restricted stock units mentioned in this sub-section, and since the identity of the offerees has not yet been determined - 500,000 warrants will be allocated on the date of this Shelf Offering Report to the Trustee - Altshuler Trusts Ltd. ("the Trustee") - as a pool to be used for future allocations, in accordance with the Company's instructions, in addition to the existing pool of 93,624 warrants held by the Trustee as of the date of this amended Shelf Offering Report.

2.3.2 Future allocations to employees under the Shelf Offering Report from the warrants and RSUs that will be held and/or are held by the Trustee shall be made according to the allocation plans; and in the absence of another determination by the Company's Board of Directors, the warrants shall vest in equal parts over a period of 3 years (each year, one-third of the warrants) and the RSUs shall vest over 4 years (a quarter at the end of every 12 months from the allocation date).

2.3.3 None of the future offerees will be a director, CEO, or an interested party in the Company by virtue of shareholdings, nor will they become an interested party in the Company by virtue of holdings as a result of the grant of the offered securities.

2.3.4 The shares resulting from the exercise of the warrants and/or RSUs shall be registered in the name of Mizrahi Tefahot Registration Company Ltd.

2.3.5 To the best of the Company's knowledge, based on an inquiry it conducted with the Trustee as of the date of this report, there are no agreements, in writing or orally, between the Trustee and any other holder of the Company's shares regarding the purchase or sale of securities of the Company or regarding the voting rights therein.

Main Points of the Allocation Plans

3.1 Trustee

3.1.1 Warrants and RSUs offered under this Shelf Offering Report to Israeli offerees shall be granted in accordance with the Capital Gains Route ("Capital Gains Route") under Section 102(b)(3) of the Ordinance and the rules enacted thereunder, as amended from time to time, and shall be deposited in the name of a Trustee appointed and/or to be appointed by the Company ("the Trustee").

3.1.2 Relevant tax laws for non-Israeli offerees shall apply to the securities offered under this Shelf Offering Report to such offerees.

3.1.3 The Company shall act to transfer to the Trustee (to an account at a TASE member in the name of the Trustee) the exercise shares according to the plan, until the date of their release from the Trustee or their sale by the Trustee for the offeree as stated.

3.2 Grant Letter: Warrants Agreement and RSU Agreement

3.2.1 In the grant letter issued by the Company to the offeree, the quantity of warrants and/or RSUs granted to the offeree, their vesting dates, and any other condition the Company finds appropriate to include regarding a specific offeree, in accordance with the compensation policy, the Shelf Offering Report, the allocation plans, and tax laws, will be detailed.

3.2.2.

Without derogating from the generality of the above, an offeree to whom warrants and/or RSUs will be granted under one or more of the allocation plans will be required to sign, as a condition for their grant, a warrants agreement and/or an RSU agreement, as applicable, and the grant letter; and will confirm, among other things, that he agrees to the provisions of the trust deed in effect between the Company and the Trustee at that time, a copy of which will be brought to his attention.

3.3.

Exercise Price of Warrants

The exercise price of each warrant shall be determined by the Board of Directors at its sole discretion in accordance with the provisions of the law and the provisions of the relevant allocation plan.

3.4.

Exercise of Warrants and/or RSU

Vested warrants and/or RSUs shall be exercisable starting from their vesting date and upon fulfillment of the conditions set for their exercise, if any such conditions were set. If the conditions for exercising any warrant and/or RSU were not met on the relevant date for their fulfillment, the warrants and/or RSUs shall expire and be null and void.

Vesting Conditions and Periods of Warrants and RSUs and Lock-up Periods

3.5.

The vesting period shall be determined by the Board of Directors, and a condition for vesting is that the offeree continues to provide "Services" to the Company (as defined in the warrants allocation plan and the restricted stock unit allocation plan), or continues to be an "Eligible Person" (as defined in the Incentive Plan), as applicable, during the relevant vesting period and that at the vesting date his service has not been terminated. An employee whose employment was terminated shall be entitled to exercise the portion that vested until the date his employment was terminated, and this for up to 180 days from the date of termination of the employer-employee relationship between him and the Company. As stated, a portion that has not vested by the date of termination of his employment as stated, shall expire and cannot be exercised.

3.5.1.

The lock-up period in relation to the exercise of the warrants or the sale of the exercise shares, as applicable, shall be determined by the Board of Directors in accordance with the Company's common practice.

3.5.2.

In the warrants allocation plan, it was determined that in the absence of another determination by the Board of Directors, the warrants shall vest in equal parts over a period of 3 years (each year, one-third of the warrants) and that after the consolidation of eligibility and subject to the terms of the plan and the specific warrants agreement, the warrants shall be exercisable, in the absence of another determination by the Board of Directors, for three years from the date the offeree's right to exercise the warrants allocated to him crystallized.

3.5.3.

In the restricted stock unit allocation plan, it was determined that in the absence of another decision by the Board of Directors, the vesting dates of the RSUs will be over 4 years (a quarter at the end of every 12 months from the allocation date).

3.5.4.

In the warrants allocation plan and in the restricted stock unit allocation plan, it was determined that the exercise shares resulting from the warrants or the RSUs, as applicable, shall be subject to relevant securities regulations, lock-up provisions, lock-up periods (market stand-off provisions) and such other terms and restrictions, as set forth in the Company's articles of association, the plan, its subplans (if relevant), the warrants agreement or the unit agreement, as applicable, as well as securities laws and/or the regulations and rules thereunder and/or to the terms and restrictions included in the Company's internal procedures regarding compliance with securities laws and/or the regulations and rules thereunder (including everything regarding insider information), or in any other document - all as set forth in any law and/or as the Board of Directors determines at its discretion.

3.5.5.

Notwithstanding the above, regarding Israeli offerees, the exercise shares resulting from the exercise of warrants and/or RSUs subject to the first portion shall be locked for a minimum period of 24 months from the grant date; however, if an Israeli offeree exercises the warrants and/or RSUs subject to the first portion prior to the end of such lock-up period, he will bear all tax consequences resulting therefrom.

In addition to the aforementioned lock-up periods, the restrictions detailed in the Securities Law and the regulations established thereunder may apply to the exercise shares, specifically, the Securities Regulations (Details regarding Sections 15A to 15C of the Law), 5760-2000, in connection with the resale of the exercise shares and the relevant lock-up arrangements. Each offeree will be required to check the relevant restrictions applying to him and act accordingly.

After the end of all relevant lock-up periods of the warrants and/or RSUs and/or the exercise shares in a certain portion, the shares in that portion (and any right resulting from them) will remain with the Trustee in accordance with the terms of the allocation plan; and the offeree shall be entitled to instruct the Trustee to sell the shares as stated and transfer their proceeds net of tax as required by law or transfer them to his possession in accordance with the provisions that will be set under the allocation plan or according to the agreement between the Company and the Trustee; and subject to tax withholding at the source as required by law.

The offeree will not be entitled to a portion and/or warrant and/or RSU that has not vested for any reason (including due to failure to meet the targets set for their vesting, as far as any were set), and they will expire and their grant will be canceled.

The Board of Directors may determine provisions regarding the full acceleration of the vesting periods of the warrants and the RSUs in cases of death, disability, other medical reasons, and also in the case of a transfer of control in the Company as a result of which the trading of the Company's shares on the TASE will be terminated.

Adjustments

The allocation plans set forth provisions regarding the protection of holders of warrants and/or RSUs during the exercise period, among other things for: bonus shares distribution, rights offering, split or consolidation of the Company's share capital, dividend distribution, voluntary liquidation, merger, and deletion of the Company from trading.

Notwithstanding the above, in relation to the restricted stock unit allocation plan:

Adjustments for dividend distribution - No adjustments shall be made to RSUs whose exercise date has not yet arrived due to dividend distribution. However, regarding RSUs that have been exercised but their lock-up period has not yet passed, the Trustee shall deduct the required tax from the dividends distributed in relation to the shares resulting from the relevant RSUs and transfer the balance to the offeree.

Adjustments for bonus shares distribution - If the Company distributes bonus shares and the record date for entitlement to participate in their distribution (in this section, the "Bonus Date") occurs after the grant date of the RSUs but before their exercise date, the number of exercise shares the offeree is entitled to at the time of exercise shall increase by the number of shares the offeree would have been entitled to as bonus shares if the RSUs were exercised before the Bonus Date. Bonus shares shall be deposited with the Trustee immediately upon their allocation and shall be subject to the same tax route that applies to the original shares.

Adjustments for rights offering - In the case of a rights offering by the Company to its shareholders after the date of allocation of the RSUs to the offeree but before the exercise date, the number of shares the offeree is entitled to at the time of exercise

shall increase so that it reflects the economic benefit component inherent in the rights, as it is expressed in the ratio between the closing price of the share on the TASE on the last trading day before

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the Record Date for receiving the rights ("Ex-Rights") and the base price to be determined for the Company's shares "Ex-Rights".

3.6.3 Beyond the above, regarding the warrants allocation plan:

3.6.3.1 Adjustments for dividend distribution - In the event that the Company distributes a dividend, regarding all issued and paid-up share capital of the Company, and the record date for determining the right to receive a dividend (in this section, the "Record Date") occurs before the exercise date of warrants allocated to the offeree which have not yet been exercised before the Record Date, including warrants that have not yet vested (provided that the right to exercise the warrants has not expired) - the current exercise price of those warrants (as adjusted from time to time) will be adjusted by multiplying the current exercise price by the ratio between the price of an ordinary share of the Company as a result of the distribution, as determined by the TASE (the "Ex-Dividend" base price) and the closing price of an ordinary share of the Company on the last trading day before the "Ex" date.

3.6.3.2 Adjustments for bonus shares distribution - In any case of bonus shares distribution where the Record Date for the entitlement to participate in their distribution occurs after the date of allocation of the warrants but before all the warrants have been exercised and before the offeree's right to exercise them has expired (in sections 3.6.3 and 3.6.4, the "Record Date"), shares in the number and type that the warrant holder would have been entitled to as bonus shares had they exercised the warrant before the Record Date will be added to the exercise shares that the offeree is entitled to upon exercise of the warrant. The exercise price of each warrant will not change as a result of adding shares as aforementioned. The provisions relating to the adjustment of the number of exercise shares shall also apply in the case of an additional bonus share distribution regarding the shares to be added to the exercise shares, subject to the necessary changes. The additional shares resulting from the increase in the number of exercise shares of each warrant, as stated, which will be allocated upon the actual exercise of the warrants, will entitle their owners to participate in the full cash dividend and in any other distribution, including additional bonus shares for which the Record Date is the exercise date, or thereafter. The additional bonus shares allocated as stated, shall also be equal in their rights in all other respects to the ordinary shares of the same type in the Company's capital.

3.6.3.3 Adjustments for rights offering - If the Company offers securities to its shareholders by way of a rights offering, the rights of the warrant holders shall be preserved such that the number of shares resulting from the exercise of warrants that have not yet been exercised into shares on the record date for the right to purchase rights in the rights/warrant offering will be adjusted to the economic benefit component inherent in the rights offering as reflected in the ratio between the share price on the TASE on the record date of the rights offering and the base price to be determined for the Company's shares "Ex-Rights".

3.6.4 In addition, regarding the Incentive Plan:

3.6.4.1 Adjustments for dividend distribution - An offeree shall not be entitled to dividend payment regarding warrants that have not yet been exercised; and no adjustments shall be made to the exercise price of warrants allocated under the plan.

3.6.4.2 Adjustments for bonus shares distribution - In any case of bonus shares distribution after the Record Date, shares in the number and type that the warrant holder would have been entitled to as bonus shares had they exercised the warrant before the Record Date will be added to the exercise shares that the offeree is entitled to upon exercise of the warrant. The exercise price of each warrant will not change as a result of adding shares.

As stated. The provisions relating to the adjustment of the number of exercise shares shall also apply in the case of an additional bonus share distribution regarding the shares to be added to the exercise shares, subject to the necessary changes. The additional shares resulting from the increase in the number of exercise shares of each warrant, as stated, which will be allocated upon the actual exercise of the warrants, will entitle their owners to participate in the full cash dividend and in any other distribution, including additional bonus shares for which the Record Date is the exercise date, or thereafter. The additional bonus shares allocated as stated, shall also be equal in their rights in all other respects to the ordinary shares of the same type in the Company's capital.

3.6.4.3

Adjustments for rights offering - If the Company offers securities to its shareholders by way of a rights offering, the rights of the warrant holders shall be preserved such that the number of shares resulting from the exercise of warrants that have not yet been exercised into shares on the record date for the right to purchase rights in the rights/warrant offering will be adjusted to the economic benefit component inherent in the rights offering as reflected in the ratio between the share price on the TASE on the record date of the rights offering and the base price to be determined for the Company's shares "Ex-Rights".

3.6.5

Notwithstanding the above, in accordance with the TASE guidelines, due to the transition to $\mathrm{T} + 1$ settlement in shares and non-listed convertible securities, no exercise of warrants and/or RSU will be performed on the record date for bonus shares distribution, for a rights offering, for dividend distribution, for a reverse stock split, for a stock split, or for a capital reduction (each of these, a "Corporate Event"). In addition, if the Ex-date of a Corporate Event occurs before the Record Date of a Corporate Event, no exercise will be performed on the said Ex-date.

3.7

Transferability Restriction

3.7.1

In all allocation plans, provisions were set restricting the transferability of the rights to be granted to the offerees under the plan. Thus, the rights shall not be assignable, transferable, subject to attachment, lien, or pledge.

3.7.2

Notwithstanding the above, according to the provisions of the warrants allocation plan and the restricted share units plan, the transfer of warrants or RSU, as the case may be, or the exercise shares resulting from them, by way of a will or by virtue of inheritance laws shall be valid against the Company upon the fulfillment of the following conditions: (a) the Company receives written notice of the above, along with a certified copy of the probate order and the will or an inheritance order and/or other evidence as the Company's Board of Directors, in its sole and absolute discretion, deems necessary to prove the validity of the transfer; and (b) each of the potential transferees shall confirm to the Company in writing that they accept the terms of the relevant plan regarding the exercise shares and regarding the warrants or RSU, as the case may be, to the satisfaction of the Board of Directors.

3.8

Management of the Plans

The Company's Board of Directors authorized the Compensation Committee to manage the allocation plans. Except in cases where there is a legal requirement that the decision be made by the Board of Directors - any decision made by the Compensation Committee regarding the allocation plans shall be deemed a decision made by the Board of Directors. This does not derogate from the Board of Directors' authority to manage the allocation plans or to authorize any other committee regarding the management of the allocation plans.

Subject to the provisions of the law, the Company's articles of association, and any other decision of the Company's Board of Directors, the manager of the allocation plan shall be authorized, in accordance with their sole discretion, and subject to the provisions of the allocation plans and the Company's compensation policy, to exercise all powers and authorities (subject to receiving Board approval, if approval

is required by law - whether these powers and authorities were expressly granted to them in the allocation plans or whether these powers and authorities are required or desirable for the purpose of managing the allocation plans, including:

3.8.1. To decide who the offerees under the allocation plan will be, the quantity of warrants and/or RSU to be granted to each offeree, the vesting conditions, the exercise conditions, the vesting and restriction periods, and the additional restriction periods; the date and/or dates on which warrants and/or RSU will be granted; whether, to what extent, and under what circumstances it will be possible to redeem, cancel, attach, exchange, or waive a warrant and/or RSU and/or a share (as the case may be); any provision or condition under which RSU will be granted, in addition to those detailed in the allocation plan; whether the exercise shares (all or part) will be allocated from dormant shares of the Company and to take any measure and any action necessary or desirable for the management and implementation of the allocation plans.

3.8.2. To provide an interpretation for any provision of the allocation plans and to perform any action required as a result of this interpretation, including accelerating the vesting of the warrants and/or RSU; to exercise the powers granted to them in accordance with the provisions of each allocation plan; and if necessary, to interpret and instruct how to perform any provision of the provisions of each allocation plan.

3.8.3. For the avoidance of doubt, it is clarified that this does not derogate from the need to obtain the approval of the Tax Authority, as may be required, for any change in the allocation plans.

3.9. Taxation

3.9.1. The tax implications according to any law regarding the warrants, the RSU, and the exercise shares by virtue thereof, including regarding the grant and/or the allocation and/or the exercise and/or the sale of any of these - shall apply to the offeree and be paid by them in due time. Upon request, the offeree shall indemnify the Company, a company controlled by the Company, and the trustee (as the case may be) for any damage caused to any of them as a result of their act and/or omission and shall release them from any liability for payment of any tax or any fine, interest, or linkage regarding the aforementioned.

3.9.2.

According to the warrants allocation plan and the restricted share units allocation plan, the Company, any affiliated company, and the trustee may, each of them, deduct (including at source) from any payment paid to the offeree, including from their salary and/or from any consideration due to them, the amount of the tax and/or any other mandatory payment, the deduction of which is required regarding the warrants and/or the RSU and/or the exercise shares according to any relevant law. The Company or an affiliated company may require from the offeree, through deduction from their salary, payment in cash or in another manner, to provide the amount required to cover any such tax deduction obligation of the Company, the affiliated company, or the trustee, resulting from warrants and/or the RSU and/or the exercise shares.

3.9.3. According to the Incentive Plan, the Company's obligation to issue or deliver exercise shares or to pay any amount in accordance with the terms of any allocation, is subject to compliance with the provisions of any relevant law regarding withholding tax. Subject to the offeree's allocation agreement and the Board's instructions, an offeree shall be entitled to comply with the provisions of the relevant tax laws through one or more of the following alternatives: cash payment, granting authorization to the Company to use shares that are intended to be exercised for withholding purposes, or delivery to the Company of shares already held by the offeree for their sale for the purpose of tax payment.

3.9.4. Insofar as an exercise of warrants is performed on a Cashless Exercise basis, special tax provisions may apply regarding the offeree, and the offeree must consider the implications of such exercise and bear responsibility for the tax consequences as they may be in effect.

The offeree should note that the legal provisions regarding the tax aspects related to the warrants and/or RSU granted under this memorandum may change from time to time; and that what is stated in the allocation plans and in this section 3.9 above does not purport to be an authoritative interpretation of the legal provisions concerning taxes that may apply regarding the warrants and/or the RSU and/or the exercise shares and/or other rights granted by virtue of them, and it does not replace legal and professional advice. As is customary in investment in securities, the offeree should consider the various tax aspects and the tax implications of their investment and consult with their professional advisors, including legal and tax advice, taking into account their unique circumstances.

3.10 Rights as a Shareholder in the Company

The exercise shares shall be equal in their rights to the Company's shares for all intents and purposes; and the rights attached to them shall include a right to a dividend, bonus, or other right. The warrants and RSU shall not entitle to such rights, attached to the Company's shares, as long as they have not been exercised into shares, unless otherwise determined in the relevant allocation plan.

3.11 Absence of Special Employment Rights

There is nothing in the allocation plans or in the actual grant of warrants and/or RSU to the offeree to grant the offeree any right to continued employment or provision of services to the Company or to a company controlled by it; there is nothing in them to prevent the Company or a company controlled by it from terminating the employment or the provision of services of the offeree at any time; and there is nothing in them to obligate the Company or a company controlled by it to increase or decrease the salary and/or any other compensation given to the offeree (if given).

4. Rights Accompanying the Company's Shares

The main rights accompanying the Company's shares, as described below in this chapter, are as described in the Company's Articles of Association as of the date of the memorandum. For details regarding the rights accompanying the Company's shares, see the text of the Company's Articles of Association, which is incorporated here by way of reference, as published by the Company on January 2, 2017 (Reference No.: 2017-01-000979) ("Company's Articles of Association") and Chapter 4 of the Company's Shelf Prospectus dated May 20, 2026, which is included here by way of reference (Reference No.: 2026-01-0463132).

5. Additional Details

5.1. Details on the Company's share prices

Below are details regarding the high and low closing price of the Company's share on the TASE in NIS in the years 2023-2025 and in 2026 from its beginning until close to the date of publication of this memorandum (in a case where the closing price was identical on several trading days in each of the aforementioned periods, the first trading day is noted):

Year	High closing price (agorot)		Low closing price (agorot)
	Price	Date	Price	Date
2023	16,800	15.5.2023	12,510	29.10.23
2024	21,110	12.12.2024	21,110	12.12.2024
2025	21,080	11.02.2025	16,340	03.04.2025
2026 (until May 20, 2026)	18,490	06.05.2026	14,670	12.03.2026

The closing price of the Company's share on the Tel Aviv Stock Exchange on May 20, 2026, was 15,710 agorot.

5.2. Details regarding the share capital and holdings in the Company

The registered share capital of the Company as of the date of this memorandum is 45,000,000 NIS, divided into 45,000,000 ordinary shares of 1 NIS par value (e.n.) each. Out of the said registered share capital, 26,923,469 shares have been issued and paid up, including 691,996 dormant shares held by the Company.

5/25/2026 13:12:26 PM | v1.2.5

For details regarding holdings of interested parties and officers in the issued and paid-up capital and the voting rights in the company, see immediate report dated April 13, 2026 (reference no: 2026-01-033854), included in this outline by way of reference.

Details of Consideration

5.3.

The warrants and the RSU will be allocated to the offerees without consideration as part of their employment terms and the compensation given to them by the company. Upon fulfillment of the vesting conditions of the warrants as detailed above, the warrants may be exercised into shares, after payment of the exercise price, as detailed in section 1.4.1 above, if they were not allocated on a Cashless Exercise basis. Upon fulfillment of the vesting conditions of the RSU as detailed above, the RSU will be automatically exercised into shares, without payment of any exercise price, as detailed in section 1.4.2 above.

Inspection of Documents and Reference to Periodic Report and Immediate Reports

5.4.

Attention is hereby directed to the Periodic report for the year 2025 that the company published on February 17, 2026 (reference no: 2026-01-015682), and to the financial reports as of March 31, 2026 of the company published on May 11, 2026 (reference no: 2026-01-043601) as well as to the immediate reports that the company published after this report.

The aforementioned documents can be inspected at the Israel Securities Authority website, at: www.magna.isa.gov.il; at the TASE website, at: www.maya.tase.co.il; and at the company's offices at 45 HaEshel St., Caesarea, on Sundays through Thursdays, which are business days, during customary business hours, by prior coordination by telephone: 076-8177229.

Details of Company Representatives Regarding the Handling of this Outline

5.5.

The company's legal advisors Adv. Adva Bitan and Yael Assur from the firm of Goldfarb Gross Seligman & Co., 1 Azrieli Center, Tel Aviv-Yafo, Tel no.: 03-6074464; Fax no.: 03-6074422.

Sincerely,

Delta Galil Industries Ltd.

Signed by: Yaniv Bendek, CFO

5/25/2026 13:12:27 PM 1v1.2.5

AI assistant

Delta Galil Share Issue/Capital Change 2026

6744_rns_2026-05-25_adaa4ae1-d0d1-4e2c-9ea8-c4401bea94b1.pdf

Delta Galil Industries Ltd.

Prospectus

To the offer of

Table of Contents

1. Introduction

1.1. General

1.2. Permits and Approvals

1.3. Granting of Warrants and/or RSU according to the Prospectus

1.4. Price of the Warrants and the RSU

Vesting Conditions and Periods of Warrants and RSUs and Lock-up Periods

Adjustments

3.10 Rights as a Shareholder in the Company

3.11 Absence of Special Employment Rights

4. Rights Accompanying the Company's Shares

5. Additional Details

5.1. Details on the Company's share prices

5.2. Details regarding the share capital and holdings in the Company

Details of Consideration

Inspection of Documents and Reference to Periodic Report and Immediate Reports

Details of Company Representatives Regarding the Handling of this Outline

AI assistant

Delta Galil — Share Issue/Capital Change 2026

6744_rns_2026-05-25_adaa4ae1-d0d1-4e2c-9ea8-c4401bea94b1.pdf

Delta Galil Industries Ltd.

Prospectus

To the offer of

Table of Contents

1. Introduction

1.1. General

1.2. Permits and Approvals

1.3. Granting of Warrants and/or RSU according to the Prospectus

1.4. Price of the Warrants and the RSU

Vesting Conditions and Periods of Warrants and RSUs and Lock-up Periods

Adjustments

3.10 Rights as a Shareholder in the Company

3.11 Absence of Special Employment Rights

4. Rights Accompanying the Company's Shares

5. Additional Details

5.1. Details on the Company's share prices

5.2. Details regarding the share capital and holdings in the Company

Details of Consideration

Inspection of Documents and Reference to Periodic Report and Immediate Reports

Details of Company Representatives Regarding the Handling of this Outline

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Delta Galil Share Issue/Capital Change 2026