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Strauss Group Director's Dealing 2026

Feb 18, 2026

7061_rns_2026-02-18_4aa7941a-f999-45cb-bd58-6cc2f569dd4a.pdf

Director's Dealing

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Strauss Group Ltd 147
STRAUSS GROUP LTD
Number in the register: 520003781 15322
Israel Securities
To:
Authority
Tel Aviv Stock
To:
Exchange Ltd.
T076 (
Public )
Transmitted by
MAGNA:
18/02/2026
www.isa.gov.il www.tase.co.il Reference: 2026-01-
015748
Time of transmission:
09:10 09:09:34

Immediate report on changes in holdings of interested parties and senior ofcers Regulation 33(b) of the Securities Regulations (Periodic and Immediate Reports), 1970

Note: This form is intended for reporting a change in holdings in securities of the reporting corporation only. To report a change in holdings in securities of a held company of the reporting corporation whose activity is material to the activity of the reporting corporation, use Form T121.

1 Name of corporation / family name and rst name of the holder: Migdal Insurance and Financial Holdings Ltd. Name of corporation / family name and rst name of the holder in English as registered in the Companies Register or in the passport: Migdal Insurance and Financial Holdings Ltd Type of identication number: Number in the Israeli Companies Register Identication number of the holder: 520029984 Type of holder: Participating life insurance accounts The hedge fund has the right to appoint a director or its representative to the company's board of directors _________ Is the holder serving as a representative for the purposes of reporting a number of shareholders holding together with him securities of the corporation: Yes Name of the controlling shareholder in the interested party See Note 1 below Identication number of the controlling shareholder in the interested party See Note 1 below Citizenship / country of incorporation or registration: Incorporated in Israel Country of citizenship / incorporation or registration: _________ TASE security number: 7460389 Name and type of the security: Strauss BONDS E Nature of the change: Increasedue to purchase on the stock exchange_________ _________

Note: Purchase or sale of shares on the stock exchange by means of a matched transaction, as dened in Part Three of the TASE Regulations, will be classied as an off-exchange transaction, while disclosing in the free-text eld that the transaction was carried out in this manner.

Is this a change in one transaction or a number of transactions (cumulative change): One transaction

Date of change: 16/02/2026

Transaction price: 9,925 Currency agorot

Being dormant shares or securities convertible into dormant shares: No

Balance (in quantity of securities) in the last report: 0 Holding percentage of total securities of the same type in the

last report: % 0

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Change in quantity of securities: 37,066,888+

Current balance (in quantity of securities): 37,066,888 Current holding percentage of total securities of the same type: % 15.36

Holding percentage after the change: In the capital: % 6.65 In the voting power: % 6.65

Explanation: The holding percentage after the change does not refer to convertible securities.

Holding percentage after the change on a fully diluted basis: In the capital: % 6.36 In the voting power: % 6.36

Note no. 1

2 Name of corporation / family name and rst name of the holder: Migdal Insurance and Financial Holdings Ltd.

Name of corporation / family name and rst name of the holder in English as registered in the Companies Register or in the passport:

Migdal Insurance and Financial Holdings Ltd

Type of identication number: Number in the Israeli Companies Register

Identication number of the holder: 520029984

Type of holder: Companies managing mutual funds in trust

The hedge fund has the right to appoint a director or its representative to the company's board of directors _________

Is the holder serving as a representative for the purposes of reporting a number of shareholders holding together with him securities of the corporation: Yes

Name of the controlling shareholder in the interested party See beginning of Note 1

Identication number of the controlling shareholder in the interested party See beginning of Note 1

Citizenship / country of incorporation or registration: Incorporated in Israel

Country of citizenship / incorporation or registration: _________

TASE security number: 7460389

Name and type of the security: Strauss BONDS E

Nature of the change: Decrease_________due to sale on the stock exchange

Note: Purchase or sale of shares on the stock exchange by means of a matched transaction, as dened in Part Three of the TASE Regulations, will be classied as an off-exchange transaction, while disclosing in the free-text eld that the transaction was carried out in this manner.

Is this a change in one transaction or a number of transactions (cumulative change): Number of transactions

Date of change: 16/02/2026

_________

Transaction price: 9,903.9 Currency agorot

Being dormant shares or securities convertible into dormant shares: No

Balance (in quantity of securities) in the last report: 7,295,855 Holding percentage of total securities of the same type in the last report: % 3.02

Change in quantity of securities: 107,386-

Current balance (in quantity of securities): 7,188,469 Current holding percentage of total securities of the same type: % 2.98

Holding percentage after the change: In the capital: % 0.79 In the voting power: % 0.79

Explanation: The holding percentage after the change does not refer to convertible securities.

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Holding percentage after the change on a fully diluted basis: In the capital: % 0.75 In the voting power: % 0.75

Note no. 2

Note: If the value "Increase due to compulsory purchase of borrowed securities" or the value "Decrease due to compulsory sale of borrowed securities" is selected, then securities borrowed that were not returned to the lender and therefore the lending transaction became a compulsory purchase and the lending action a compulsory sale.

No. Note

1

2

3

_________

_________

To the best of the company's knowledge, as of the date of the report, Mr. Shlomo Eliahu is the ultimate controlling shareholder of the company and holds 45.50% of the issued and paid-up share capital of the company ("the share capital"), through Eliahu Issues Ltd. Eliahu Issues Ltd. is a company wholly owned by Eliahu 1959 Ltd. To the best of the company's knowledge, the shareholders of Eliahu 1959 Ltd. are: Mr. Shlomo Eliahu, holding 25.14% of the capital and 98% of the management shares, Ms. Chaya Eliahu, holding 0.02% of the capital and 2% of the management shares, Shlomo Eliahu Holdings Ltd., holding 61.7% of the capital, and Achim Eliahu Trust and Investments Ltd., holding 13.14% of the capital. The shareholders of Shlomo Eliahu Holdings Ltd. are Mr. Shlomo Eliahu holding 83.31% and Ms. Chaya Eliahu holding 16.69%. The sole shareholder of Achim Eliahu Trust and Investments Ltd. is Eliahu 1959 Ltd., whose shareholders are those listed above. The holdings in the company's BONDS appearing under participating life insurance accounts are held by the partnership "Migdal Sal – Corporate BONDS in Israel" ("the partnership"). The partnership is a registered partnership all of whose rights are owned by institutional reporting group companies from the Migdal group. The partnership itself is not participating life insurance accounts and/or a management company. In accordance with the agreements among the partners in the partnership, the holding percentage of the rights holders in the partnership changes frequently, according to a mechanism set in the partnership agreement. Below are the holding percentages in the partnership of the rights holders in the partnership as of February 16, 2026: Participating in prots – 46.59%, Pension and Provident – 53.41%. This report reects a change in the holdings of the reporting group in BONDS Series 5 (security no.: 7460389) only. It is claried that the report does not include changes in the holdings of the reporting group of the holder in other securities of the corporation (including shares). Therefore, the holding percentages in the capital, in the voting power and on a fully diluted basis indicated in this report are based on the latest status data as of 31.12.2025 as published by the company on 08.01.2026 (reference: 2026-01-004224), and according to information provided by the interested party.

Regarding the name of the controlling shareholder, see the beginning of Note 1 above. According to the information provided by the interested party to the company, the change in the holdings of the reporting group was carried out in a number of transactions on different dates up to 16.2.26, therefore, the transaction price indicated in this report is a weighted average price of the said transactions. This report reects a change in the holdings of the reporting group in BONDS Series 5 (security no.: 7460389) only. It is claried that the report does not include changes in the holdings of the reporting group of the holder in other securities of the corporation (including shares). Therefore, the holding percentages in the capital, in the voting power and on a fully diluted basis indicated in this report are based on the latest status data as of 31.12.2025 as published by the company on 08.01.2026 (reference: 2026-01-004224), and according to information provided by the interested party.

Assuming full exercise of 5,272,357 warrants granted to senior employees (according to the monetary benet amount embedded in the warrants, based on the intrinsic value of the warrants) and excluding dormant shares, the diluted holding percentage of interested parties and ofcers in the company will be 66.42%.

  1. Was all consideration paid on the date of the change Yes

If all consideration was not paid on the date of the change, please specify the date of completion of payment:

  1. If the change is by way of signing a lending agreement, please specify details regarding the manner of termination of the loan:

Explanation: The holding percentages should be stated taking into account all the securities held by the interested party.

    1. The date and time on which the corporation rst became aware of the event or matter 17/02/2026 at 13:16
    1. Details of the actions that caused the change _________

Details of the signatories authorized to sign on behalf of the corporation:

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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.

Name of signatory Position
1 Yael Nevo Other
Senior Vice President, Chief Legal Counsel and Company Secretary
2 Noa Herman Shifris Other
Deputy Chief Legal Counsel

Explanation: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports) (1970), a report submitted pursuant to these regulations shall be signed by those authorized to sign on behalf of the corporation. The Staff's opinion on this matter can be found on the ISA website: Click here .

Reference numbers of previous documents on the subject (the reference does not constitute inclusion by way of reference):

The corporation's securities are listed for trading on the Tel-Aviv Stock Exchange

Date of last form structure update: 04/02/2025

Short name: Strauss Group

Address: HaSivim49 , Petah Tikva49517 Telephone: 03-6752499 , Fax: 03-

6752279

E-mail: [email protected] Company website:www.strauss-

group.com

Former names of reporting entity: Strauss-Elite Ltd., Elite Industries Ltd.

Name of electronic reporter: Hen Halavee AviaPosition: Adv./Legal CounselName of employing company:

Address: HaSivim49 , Petah Tikva4959504Telephone: 03-6756766Fax: E-mail: [email protected]