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Mega Or Holdings Ltd. — Share Issue/Capital Change 2026
Feb 26, 2026
6910_rns_2026-02-26_5567d927-2c63-4953-97e9-791d8785c73a.pdf
Share Issue/Capital Change
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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.
Mega Or Holdings Ltd
MEGA OR HOLDINGS LTD
Number in the Register: 513257873
To: Israel Securities Authority
www.isa.gov.il
To: Tel Aviv Stock Exchange Ltd.
www.tase.co.il
T087 (Public)
Filed via MAGNA: 26/02/2026
Reference:
2026-01-018477
Share Capital, Grant of Rights to Purchase Shares and the Corporation's Securities Registers and Changes Therein
Regulation 31e of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970
Regulation 31(a) of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970
Regulation 31(b1) of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970
Regulation 32 of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970
Nature of the change: Private allocation of warrants to employees and service providers.
Explanation: Describe briefly the nature of the change.
Reference numbers of previous reports on the matter: _, _, ____.
- The corporation's securities position after the change:
| Name and type of security | Security No. on the Stock Exchange | Amount in the registered capital | Issued and paid-up capital | Quantity registered in the name of the registration company | |
|---|---|---|---|---|---|
| Quantity in last report | Current quantity | ||||
| Ordinary share | 1104488 | 100,000,000 | 36,712,981 | 36,712,981 | 36,712,981 |
| BONDS (Series 6) | 1138668 | __ | 123,332,200 | 123,332,200 | 123,332,200 |
| BONDS (Series 7) | 1141696 | __ | 503,530,904 | 503,530,904 | 503,530,904 |
| BONDS (Series 8) | 1147602 | __ | 605,160,000 | 605,160,000 | 605,160,000 |
| BONDS (Series 9) | 1165141 | __ | 1,249,676,062 | 1,249,676,062 | 1,249,676,062 |
| BONDS (Series 10) | 1178367 | __ | 104,113,372 | 104,113,372 | 104,113,372 |
| BONDS (Series 11) | 1178375 | __ | 583,601,413 | 583,601,413 | 583,601,413 |
| BONDS (Series 12) | 1211283 | __ | 457,102,000 | 457,102,000 | 457,102,000 |
| Non-listed warrants 1/2021 | 1171727 | __ | 23,517 | 23,517 | 0 |
| Non-listed warrants 07/22 | 1189091 | __ | 278,250 | 278,250 | 0 |
| Non-listed warrants 01/23 | 1193911 | __ | 21,372 | 21,372 | 0 |
| Non-listed warrants 08/23 | 1198670 | __ | 295,033 | 295,033 | 0 |
| Blocked shares (RSU) for employees | 1227115 | __ | 11,674 | 11,674 | 0 |
| Blocked shares (RSU) for service providers | 1227123 | __ | 3,834 | 3,834 | 0 |
| Commercial papers (Series 4) | 1207588 | __ | 230,000,000 | 230,000,000 | 230,000,000 |
| Commercial papers (Series 6) | 1223262 | __ | 405,950,000 | 405,950,000 | 405,950,000 |
| Commercial papers (Series 7) | 1233337 | __ | 100,000,000 | 100,000,000 | 100,000,000 |
| Non-listed warrants 02/26 for employees | 00000000 | __ | 0 | 0 | 0 |
| Non-listed warrants 02/26 for service | 00000000 | __ | 0 | 0 | 0 |
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.
| Name and type of security providers | Security No. on the Stock Exchange | Amount in the registered capital | Issued and paid-up capital | Quantity registered in the name of the registration company | |
|---|---|---|---|---|---|
| Quantity in last report | Current quantity |
Explanation: List all of the company's securities, including non-listed securities.
- The corporation announces that:
☐ On the date 26/02/2026
☐ From date _ to date _
There was a change in the quantity and in the register of holders of the corporation's securities (including rights to purchase shares) as a result of:
Description of the nature of the change
Private allocation of non-listed warrants to officers (including an officer who is a service provider), employees of the company and a subsidiary, and service providers, offered to each of the offerees for no consideration, and exercisable into ordinary shares of the company. As detailed in the company's immediate report (reference no. 2026-01-013509) (hereinafter: the "Immediate Report").
Explanation: Describe the full details of the transaction or action that caused the change in the corporation's securities.
Name of the registered holder regarding whom the change occurred: Altshuler Trusts Ltd.
1
Type of identification number: Number in the Israeli Companies Register Identification number: 513901330
Nature of the change: Private allocation
Date of change: 26/02/2026 Executed via the Stock Exchange Clearing House: No
Type and name of security in which a change occurred: Non-listed warrants 02/26 for employees
Security No. on the Stock Exchange: 0000000
Holder's balance in the security in the last report: 0
Holder's balance in this security after the change: 172,672
Total quantity of securities in which there was a decrease/increase: 172,672
Is this a grant of rights to purchase shares Yes
Total consideration for the allocated securities: 0
Stock Exchange number of the share resulting from exercise of the security: 1104488
Number of shares that will result from full exercise/conversion of the security: 172,672
Total exercise premium to be received upon full exercise/conversion of the security into shares:
As detailed in Section 2.4 of the Immediate Report.
The period during which the security may be exercised: As detailed in Section 2.3 of the Immediate Report.
From 08/02/2028 until 08/02/2032
The allocated securities will be listed for trading: No
The aforesaid allocation of securities is further to a Private Offering Report published on 09/02/2026 and its reference number is 2026-01-013509
☐ The security was fully paid up and the consideration was fully received.
☐ The security was fully paid up, but the consideration was not fully received.
☐ Issued for an ATM program
☐ Other.
Allocation of non-listed warrants to employees of the company and a subsidiary, which are exercisable into ordinary shares of the company, as detailed in the Immediate Report.
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.
Name of the registered holder regarding whom the change occurred: Altshuler Trusts Ltd.
2
Type of identification number: Number in the Israeli Companies Register Identification number: 513901330
Nature of the change: Private allocation
Date of change: 26/02/2026 Executed via the Stock Exchange Clearing House: Yes
Type and name of security in which a change occurred: Non-listed warrants 02/26 for service providers
Security No. on the Stock Exchange: 0000000
Holder's balance in the security in the last report: 0
Holder's balance in this security after the change: 25,000
Total quantity of securities in which there was a decrease/increase: 25,000
Is this a grant of rights to purchase shares Yes
Total consideration for the allocated securities: 0
Stock Exchange number of the share resulting from exercise of the security: 1104488
Number of shares that will result from full exercise/conversion of the security: 25,000
Total exercise premium to be received upon full exercise/conversion of the security into shares:
As detailed in Section 2.4 of the Immediate Report.
The period during which the security may be exercised: As detailed in Section 2.3 of the Immediate Report.
From 08/02/2028 until 08/02/2032
The allocated securities will be listed for trading: No
The aforesaid allocation of securities is further to a Private Offering Report published on 09/02/2026 and its reference number is 2026-01-013509
The security was fully paid up and the consideration was fully received.
The security was fully paid up, but the consideration was not fully received.
Issued for an ATM program
Other.
Allocation of non-listed warrants to service providers (including a service provider who serves as an officer of the company), which are exercisable into ordinary shares of the company, as detailed in the Immediate Report.
Explanations:
- If the change affects more than one security, detail the effect of the change in a separate line for each security.
- Date of change - all changes of the same type, in the same security, carried out on one day, shall be summarized in one line. For this purpose - separate between changes carried out via the Stock Exchange Clearing House and changes carried out directly in the company's books.
- The change - for a decrease, add the sign "-".
- In all quantity fields, fill in the quantity of securities and not NIS par value.
There was a change only in the register of the corporation's securities holders (with no change in the quantity of the corporation's securities) as a result of:
Description of the nature of the change
Explanation: Describe the full details of the transaction or action that caused the change in the register.
1 Name of the registered holder regarding whom the change occurred:
Type of identification number: Identification number:
Date of change: Executed via the Stock Exchange Clearing House:
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.
Type and name of security in which a change occurred:
Security No. on the Stock Exchange:
Quantity of the change:
Holder's balance in this security after the change:
- The main details of the shareholders' register as of the reporting date are as follows:
| No. | Name of registered shareholder | Type of identification number | Identification number | Stock Exchange security number | Type of shares and their par value | Number of shares | Whether holds the shares as trustee |
|---|---|---|---|---|---|---|---|
| 1 | Registration Company of the Tel Aviv Stock Exchange Ltd. | Number in the Israeli Companies Register | 515736817 | 1104488 | Ordinary share of NIS 0.01 par value. | 36,712,981 | No |
- Attached is a file of the shareholders' register in accordance with the provisions of Section 130 of the Companies Law, 5759 - 1999 Mega Or- Register of Shareholders 26 February 2026 - Accessible isa.pdf
- Attached is an updated file of the corporation's securities registers, including the register of warrant holders and the register of BONDS holders Mega Or- Securities Register 26 February 2026 - Accessible isa.pdf
Details of the authorized signatories on behalf of the corporation:
| Name of signatory | Position | |
|---|---|---|
| 1 | Chaim Onplus | Chief Financial Officer |
| 2 | Shani Turgeman Levi | Other Vice President, Chief Legal Counsel |
Explanation: Under Regulation 5 of the Securities Regulations (Periodic and Immediate Reports) (5730 - 1970), a report submitted under these Regulations shall be signed by the persons authorized to sign on behalf of the corporation. Staff's position on the matter can be found on the Authority's website: Click here.
Reference numbers of previous documents on the matter (such reference does not constitute incorporation by reference):
The corporation's securities are listed for trading on the Tel Aviv Stock Exchange
Date of last form structure update: 06/08/2024
Short name: Mega Or
Address: Mega Or House--, Shilat Moshav73188 Telephone: 08-9744880, Fax: 08-9744898
Email: [email protected]
Previous names of reporting entity:
Name of electronic reporter: Udi AfronPosition: Attorney/Legal CounselEmployer company name: M. Firon & Co., Advocates Address: HaShlosha 2, Tel Aviv-Yafo 6706054Telephone: 03-7540138Fax: 03-7540011Email: [email protected]