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What changed in Enlight Renewable Energy Ltd.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Enlight Renewable Energy Ltd.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+1140 added−1068 removedSource: 20-F (2026-03-30) vs 20-F (2025-03-28)

Top changes in Enlight Renewable Energy Ltd.'s 2025 20-F

1140 paragraphs added · 1068 removed · 509 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 ITEM 3. KEY INFORMATION 5 A. [Reserved.] 5 B. Capitalization and Indebtedness 5 C. Reasons for the Offer and Use of Proceeds 5 D. Risk Factors 5 ITEM 4. INFORMATION ON THE COMPANY 45 A. History and Development of the Company 45 B. Business Overview 46 C. Organizational Structure 72 D.
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6 ITEM 3. KEY INFORMATION 6 A. [Reserved.] 6 B. Capitalization and Indebtedness 6 C. Reasons for the Offer and Use of Proceeds 6 D. Risk Factors 6 ITEM 4. INFORMATION ON THE COMPANY 49 A. History and Development of the Company 49 B. Business Overview 50 C. Organizational Structure 81 D.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

72 edited+471 added−16 removed135 unchanged
Biggest changeThese risks include, but are not limited to: • greater or earlier than expected degradation, or in some cases failure, of solar panels, inverters, transformers, turbines, gear boxes, blades and other equipment (including quality issues and defects we have experienced related to turbines at some of our renewable energy projects in Sweden); • technical performance below projected levels, including the failure of solar panels, inverters, wind turbines, gear boxes, blades and other equipment to produce energy as expected, whether due to incorrect measures of performance provided by equipment suppliers, improper operation and maintenance, or other reasons; • design or manufacturing defects or failures, including defects or failures that are not covered by warranties or insurance; • insolvency or financial distress on the part of any of our service providers, contractors or suppliers, or a default by any such counterparty for any other reason under its warranties or other obligations to us; • increases in the cost of Operational Projects, including costs relating to labor, equipment, unforeseen or changing site conditions, insurance, regulatory compliance, and taxes; • loss of interconnection capacity, and the resulting inability to deliver power under our offtake contracts, due to grid or system outages or curtailments beyond our or our counterparties’ control; • breaches by us and certain events, including force majeure events, under certain offtake contracts and other contracts that may give rise to a right of the applicable counterparty to terminate such contract; • catastrophic events, such as fires, earthquakes, severe weather, tornadoes, ice or hail storms or other meteorological conditions, landslides, and other similar events beyond our control, which could severely damage or destroy a project, reduce its energy output, result in property damage, personal injury or loss of life, or increase the cost of insurance even if these impacts are suffered by other projects as is often seen following events like high-volume wildfire and hurricane seasons; • storm water or other site challenges; • the discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites; • the discovery or release of hazardous or toxic substances or wastes and other regulated substances, materials or chemicals; 13 • errors, breaches, failures, or other forms of unauthorized conduct or malfeasance on the part of operators, contractors or other service providers; • cyber-attacks targeted at our projects as a way of attacking the broader grid, or a failure by us or our operators or contractual counterparties to comply with cyber-security regulations aimed at protecting the grid from such attacks; • failure to obtain or comply with permits, approvals and other regulatory authorizations and the inability to renew or replace permits or consents that expire or are terminated in a timely manner and on reasonable terms; • the inability to operate within limitations that may be imposed by current or future governmental permits and consents; • changes in laws, particularly those related to land use, environmental or other regulatory requirements; • disputes with government agencies, special interest groups, or other public or private owners of land on which our projects are located, or adjacent landowners; • changes in tax, environmental, health and safety, land use, labor, trade, or other laws, including changes in related governmental permit requirements; • government or utility exercise of eminent domain power or similar events; • existence of liens, encumbrances, or other imperfections in title affecting real estate interests; and • failure to obtain or maintain insurance or failure of our insurance to fully compensate us for repairs, theft or vandalism, and other actual losses.
Biggest changeThese risks include, but are not limited to: • greater or earlier than expected degradation, or in some cases failure, of solar panels, inverters, transformers, turbines, gear boxes, blades and other equipment; • technical performance below projected levels, including the failure of solar panels, inverters, wind turbines, gear boxes, blades and other equipment to produce energy as expected, whether due to incorrect measures of performance provided by equipment suppliers, improper operation and maintenance, or other reasons; • design or manufacturing defects or failures, including defects or failures that may not be covered by warranties or insurance (for example, quality issues and defects we have experienced in our turbines at some of our renewable energy projects in Sweden); • insolvency or financial distress on the part of any of our service providers, contractors or suppliers, or a default by any such counterparty for any other reason under its warranties or other obligations to us; • increases in the cost of Operational Projects, including costs relating to labor, equipment, unforeseen or changing site conditions, insurance, regulatory compliance, and taxes; • loss of interconnection capacity, and the resulting inability to deliver power under our offtake contracts, due to grid or system outages or curtailments beyond our or our counterparties’ control; • breaches by us and certain events, including force majeure events, under certain offtake contracts and other contracts that may give rise to a right of the applicable counterparty to terminate such contract; • catastrophic events, such as fires, earthquakes, severe weather, tornadoes, ice or hail storms or other meteorological conditions, landslides, and other similar events beyond our control, which could severely damage or destroy a project, reduce its energy output, result in property damage, personal injury or loss of life, or increase the cost of insurance even if these impacts are suffered by other projects as is often seen following events like high-volume wildfire and hurricane seasons.
Were a physical conflict to break out or if relations further deteriorate, the supply chain for certain raw materials, particularly polycrystalline silicon and lithium, which are used in our solar energy, wind energy and battery storage projects, could be severely impacted, constraining the quality and availability of these materials and increasing their pricing, thereby having a substantial adverse effect on our financial condition or results of operations.
Were a physical conflict to break out or if relations further deteriorate, the supply chain for certain raw materials, particularly polycrystalline silicon and lithium, and semiconductors which are used in our solar energy, wind energy and battery storage projects, could be severely impacted, constraining the quality and availability of these materials and increasing their pricing, thereby having a substantial adverse effect on our financial condition or results of operations.
Also, our wind energy projects will only operate within certain wind speed ranges that vary by turbine model and manufacturer, and the wind resource at any given project site may not fall within such specifications. 14 Furthermore, components of our solar energy systems, such as panels and inverters, and wind energy projects, such as turbines and blades, could be damaged by severe weather or natural catastrophes, the exposure of our projects to which varies greatly due to the number of diverse regions in which our projects are located, examples of which include snowstorms, ice storms, hailstorms, lightning strikes, tornadoes and derechos, fires, earthquakes, landslides, mudslides, sandstorms, drought, dust-storms, floods, hurricanes or other inclement weather.
Also, our wind energy projects will only operate within certain wind speed ranges that vary by turbine model and manufacturer, and the wind resource at any given project site may not fall within such specifications. 16 Furthermore, components of our solar energy systems, such as panels and inverters, and wind energy projects, such as turbines and blades, could be damaged by severe weather or natural catastrophes, the exposure of our projects to which varies greatly due to the number of diverse regions in which our projects are located, examples of which include snowstorms, ice storms, hailstorms, lightning strikes, tornadoes and derechos, fires, earthquakes, landslides, mudslides, sandstorms, drought, dust-storms, floods, hurricanes or other inclement weather.
If we are unable to complete the development of a renewable energy project, we may impair some or all of the capitalized investments we have made relating to the project. We expense development costs for a project as long as we estimate that the probability of realization of such project is less than 50%.
If we are unable to complete the development of a renewable energy project, we may impair some or all of the capitalized investments we have made relating to the project. We generally expense development costs for a project as long as we estimate that the probability of realization of such project is less than 50%.
Any of these events could have a material adverse effect on our business financial condition and results of operations. Energy production and total revenues and income from our solar energy and wind energy projects depend heavily on suitable meteorological and environmental conditions and our ability to accurately predict meteorological conditions.
Any of these events could have a material adverse effect on our business financial condition and results of operations. Energy production and total revenues and income from our solar power energy and wind energy projects depend heavily on suitable meteorological and environmental conditions and our ability to accurately predict meteorological conditions.
Future increases in actual or expected costs may have an adverse impact on our business, financial condition and results of operations. Our ability to effectively operate our business could be impaired if we fail to attract and retain key personnel.
Future increases in actual or expected costs may have an adverse impact on our business, financial condition and results of operations. 20 Our ability to effectively operate our business could be impaired if we fail to attract and retain key personnel.
Risks related to the operation and management of our renewable energy projects Operation and maintenance of renewable energy projects involve significant risks that could result in unplanned outages, reduced output, interconnection or termination issues, or other adverse consequences. There are risks associated with the operation of our projects.
Risks related to the operation and management of our renewable energy projects Operation and maintenance of renewable energy projects involve significant risks that could result in unplanned outages, reduced output, interconnection, curtailment, or termination issues, or other adverse consequences. There are risks associated with the operation of our projects.
Additionally, under the terms of certain of our interconnection agreements, our projects may bear the risk of curtailment or other restrictions on production required by the regional transmission organization, balancing authority, transmission owner or ISO for similar reasons.
Under the terms of certain of our interconnection agreements, our projects may bear the risk of curtailment or other restrictions on production required by the regional transmission organization, balancing authority, transmission owner or ISO for similar reasons.
For these reasons, attractive and commercially feasible sites may become a scarce commodity, and we may be unable to site our projects at all or on terms as favourable as those applicable to our current projects; • the presence or potential presence of waking or shadowing effects caused by neighbouring activities, which reduce potential energy production by decreasing wind speeds or reducing available insolation; and • due to the large amount of land required to site solar energy and wind energy projects, there may be greater risk of the presence or occurrence of one or more of the following: (i) pollution, contamination or other wastes at the project site; (ii) protected plant or animal species; (iii) archaeological or cultural resources; or (iv) local opposition to wind energy and solar energy projects in certain markets due to concerns about noise, health, environmental or other alleged impacts of such projects due to the presence or potential presence of land use restrictions and other environment-related siting factors.
For these reasons, attractive and commercially feasible sites may become a scarce commodity, and we may be unable to site our projects at all or on terms as favorable as those applicable to our current projects; • the presence or potential presence of waking or shadowing effects caused by neighboring activities, which reduce potential energy production by decreasing wind speeds or reducing available insolation; and • due to the large amount of land required to site solar energy and wind energy projects, there may be greater risk of the presence or occurrence of one or more of the following: (i) pollution, contamination or other wastes at the project site; (ii) protected plant or animal species; (iii) archaeological or cultural resources; or (iv) local opposition to wind energy and solar energy projects in certain markets due to concerns about noise, health, environmental or other alleged impacts of such projects due to the presence or potential presence of land use restrictions and other environment-related siting factors.
We may not be able to enter into a replacement offtake contract on favourable terms or at all, which may have an adverse impact on our growth strategy and may negatively affect our business. Our offtakers could become unwilling or unable to fulfill or renew their contractual obligations to us or they may otherwise terminate their agreements with us.
We may not be able to enter into a replacement offtake contract on favorable terms or at all, which may have an adverse impact on our growth strategy and may negatively affect our business. Our offtakers could become unwilling or unable to fulfill or renew their contractual obligations to us or they may otherwise terminate their agreements with us.
Should the probability of realization subsequently fall below 50%, the capitalized amounts are recognized as development expenses, which would have an adverse impact on our results of operations in the period in which the loss is recognized. 6 We may not be able to site sufficient suitable land for our projects.
Should the probability of realization subsequently fall below 50%, the capitalized amounts are recognized as development expenses, which would have an adverse impact on our results of operations in the period in which the loss is recognized. 7 We may not be able to site sufficient suitable land for our projects.
We may not be able to enter into or renew long-term contracts for the sale of power produced by our projects at prices and on other terms favourable to us. If we cannot offer compelling value to our offtakers, then our business will not grow at our anticipated pace or at all.
We may not be able to enter into or renew long-term contracts for the sale of power produced by our projects at prices and on other terms favorable to us. If we cannot offer compelling value to our offtakers, then our business will not grow at our anticipated pace or at all.
Although we are seeking to recover the damages that we have suffered, we may not be compensated for all of the costs, expenses and losses (including lost profits) incurred as a result of the defects in the wind turbine generators and the related downtime period during which the wind turbine generators were not operational.
Although we are seeking to recover the full amount of damages that we have suffered, we may not be compensated for all of the costs, expenses and losses (including lost profits) incurred as a result of the defects in the wind turbine generators and the related downtime period during which the wind turbine generators were not operational.
We could also experience a reduction in cash flow if we are required to post margin in the form of cash collateral to secure our delivery or payment obligations under these hedging agreements. General business risks We depend on certain Operational Projects for a substantial portion of our cash flows.
We could also experience a reduction in cash flow if we are required to post margin in the form of cash collateral to secure our delivery or payment obligations under these hedging agreements. General business risks We depend on certain Operational Projects for a substantial portion of our revenues and cash flows.
If an interconnection, shared facilities or transmission arrangement for a project is terminated, we may not be able to replace it on terms as favourable as those of the existing arrangement, or at all, or we may experience significant delays or costs in connection with such replacement.
If an interconnection, shared facilities or transmission arrangement for a project is terminated, we may not be able to replace it on terms as favorable as those of the existing arrangement, or at all, or we may experience significant delays or costs in connection with such replacement.
The development, construction and operation of renewable energy projects, including the transmission and sale of electricity and associated products, are highly regulated, require various governmental approvals and permits, including environmental approvals and permits, and may be subject to the imposition of related conditions that vary by jurisdiction.
The development, construction and operation of renewable energy projects, including the transmission and sale of electricity and associated products, are highly regulated, require various local and central governmental approvals and permits, including environmental approvals and permits, and may be subject to the imposition of related conditions that vary by jurisdiction.
Since the number of counterparties that purchase wholesale bulk energy is limited, we may be unable to find a new energy purchaser on terms similar to or at least as favourable as those in our current agreements or at all.
Since the number of counterparties that purchase wholesale bulk energy is limited, we may be unable to find a new energy purchaser on terms similar to or at least as favorable as those in our current agreements or at all.
From 28% to 100% of the revenue from the sale of electricity from said projects are not hedged (for example, by entering into forward sales, PPAs, and contracts for differences), thereby exposing such revenues to market risks.
From 30% to 100% of the revenue from the sale of electricity from said projects are not hedged (for example, by entering into forward sales, PPAs, and contracts for differences), thereby exposing such revenues to market risks.
Our projects may take longer to achieve full production, driven by quality and service issues from our suppliers. For example, we have experienced longer ramp up times for wind and photovoltaic projects that began operations in the past 12 to 24 months.
Our projects may take longer to achieve full production, driven by quality and service issues from our suppliers. For example, we have experienced longer ramp up times for wind and solar power energy projects that began operations in the past 12 to 24 months.
Our projects, and particularly those that operate on the Merchant Model, may be subject to curtailment or other production restrictions under various circumstances.
Our projects are subject to curtailment and other production restriction risks. Our projects, and particularly those that operate on the Merchant Model, may be subject to curtailment or other production restrictions under various circumstances.
The price of electricity could decrease as a result of: • construction of new, lower-cost power generation plants, including plants utilizing renewable energy or other generation technologies; • relief of transmission constraints that enable lower-cost and/or geographically distant generation to access transmission lines less expensively or in greater quantities; • reductions in the price of natural gas or other fuels; • the amount of excess generating capacity relative to load in a particular market; • decreased electricity demand, including from energy conservation technologies and public initiatives to reduce electricity consumption; • development of smart-grid technologies that reduce peak energy requirements; • development of new or lower-cost customer-sited energy storage technologies that have the ability to reduce a customer’s average cost of electricity by shifting load to off-peak times; • changes in the cost of controlling emissions of pollution, including the cost of emitting carbon dioxide and the prices for renewable energy certificates; • the structure of the electricity market; • weather conditions and seasonal fluctuations that impact electrical load; and • development of new energy generation technologies which could allow our competitors and their customers to offer electricity at costs lower than those that can be achieved by us and our facilities.
The price of electricity could decrease as a result of: • construction of new, lower-cost power generation plants, including plants utilizing renewable energy or other generation technologies; • relief of transmission constraints that enable lower-cost and/or geographically distant generation to access transmission lines less expensively or in greater quantities; • reductions in the price of natural gas or other fuels; • the amount of excess generating capacity relative to load in a particular market; • decreased electricity demand, including from energy conservation technologies and public initiatives to reduce electricity consumption; • development of smart-grid technologies that reduce peak energy requirements; • development of new or lower-cost customer-sited energy storage technologies that have the ability to reduce a customer’s average cost of electricity by shifting load to off-peak times; 18 • changes in the cost of controlling emissions of pollution, including the cost of emitting carbon dioxide and the prices for renewable energy certificates; • the structure of the electricity market, where, for example, regions with higher penetration of renewable energy production may experience greater price volatility or increased prevalence of negative pricing; • weather conditions and seasonal fluctuations that impact electrical load; and • development of new energy generation technologies which could allow our competitors and their customers to offer electricity at costs lower than those that can be achieved by us and our facilities.
Defending litigation, delays caused by litigation, and the costs of settling or other unfavourable outcomes, including judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business, financial condition and results of operations. 19 For additional information regarding pending litigation, see
Defending litigation, delays caused by litigation, and the costs of settling or other unfavorable outcomes, including judgments for monetary damages, injunctions, or denial or revocation of permits, could have a material adverse effect on our business, financial condition and results of operations. For additional information regarding pending litigation, see Item 4.B.
Success in constructing a particular project is contingent upon or may be affected by, among other things: • timely implementation and satisfactory completion of construction; • obtaining and maintaining required governmental permits and approvals, including making appeals of, and satisfying obligations in connection with, approvals obtained; • permit and litigation challenges from project stakeholders, including local residents, environmental organizations, labor organizations, tribes and others who may oppose the project; • grants of injunctive relief to stop or prevent construction of a project in connection with any permit or litigation challenges; • delivery of modules, wind turbines or battery energy storage systems on-budget and on-time; • discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites; • discovery of title defects or environmental conditions that are not currently known, unforeseen engineering problems, construction delays, contract performance shortfalls and work stoppages; • material supply shortages, failures or disruptions of labor, equipment or supplies; • increases to labor costs beyond our expectation upon entering into construction agreements as a result of enhanced local or national requirements regarding the use of union labor on-site; • insolvency or financial distress on the part of our service providers, contractors or suppliers; • cost overruns and change orders; • cost or schedule impacts arising from changes in federal, state, or local land-use or regulatory policies; • changes in electric utility procurement practices; • project delays that could adversely affect our ability to secure or maintain interconnection rights; • unfavourable tax treatment or adverse changes to tax policy; • adverse environmental and geological or weather conditions, including water shortages and climate change, which may in some cases force work stoppages due to the risk of heat, fire or other extreme weather events; 10 • force majeure and other events outside of our control; • changes in laws affecting the project; • accidents on constructions sites; and • damage to consumers triggered by blackouts caused by damage to transmission infrastructure during construction.
Success in constructing a particular project is contingent upon or may be affected by, among other things: • timely implementation and satisfactory completion of construction; • obtaining and maintaining required governmental permits and approvals, including making appeals of, and satisfying obligations in connection with, approvals obtained; • permit and litigation challenges from project stakeholders, including local governments, residents, environmental organizations, labor organizations, tribes and others who may oppose the project; • grants of injunctive relief to stop or prevent construction of a project in connection with any permit or litigation challenges; • bureaucratic procedures and responsibilities at the national and local level of government which may take longer than expected to be completed; • delivery of modules, wind turbines or battery energy storage systems on-budget and on-time; • discovery of unknown impacts to protected or endangered species or habitats, migratory birds, wetlands or other jurisdictional water resources, and/or cultural resources at project sites; • discovery of title defects or environmental conditions that are not currently known, unforeseen engineering problems, construction delays, contract performance shortfalls and work stoppages; • material supply shortages, failures or disruptions of labor, equipment or supplies; • a shortage of construction resources and labor due to competition with other construction-intensive sectors, such oil and gas drilling or the building of data centers; • increases to labor costs beyond our expectation upon entering into construction agreements as a result of enhanced local or national requirements regarding the use of union labor on-site; • insolvency or financial distress on the part of our service providers, contractors or suppliers; • cost overruns and change orders; • cost or schedule impacts arising from changes in federal, state, or local land-use or regulatory policies; • changes in electric utility procurement practices; • project delays that could adversely affect our ability to secure or maintain interconnection rights; • unfavorable tax treatment or adverse changes to tax policy; • adverse environmental and geological or weather conditions, including water shortages and climate change, which may in some cases force work stoppages due to the risk of heat, fire or other extreme weather events; • force majeure and other events outside of our control; • changes in laws affecting the project; • new or increased trade tariffs or restrictions may drive project construction costs higher; • new or increased trade tariffs or restrictions may lead us to advance procurement of equipment, or replace project components with more expensive alternatives, which may also drive project construction costs higher; 12 • accidents on constructions sites; and • damage to consumers triggered by blackouts caused by damage to transmission infrastructure during construction.
We are subject to risks associated with litigation or administrative proceedings that could materially affect us. We are subject to risks and costs, including potential negative publicity, associated with lawsuits, claims or administrative proceedings, including lawsuits, claims or proceedings relating to our business or the development, construction or operation of our projects.
We are subject to risks and costs, including potential negative publicity, associated with lawsuits, claims or administrative proceedings, including lawsuits, claims or proceedings relating to our business or the development, construction or operation of our projects.
Pursuant to the de-regulation of the electricity market in Israel that became effective on January 1, 2024, our newly signed corporate PPAs require us to provide power pursuant to each individual customer’s demand profile.
Pursuant to the de-regulation of the electricity market in Israel that became effective on January 1, 2024, our corporate PPAs entered into since such time require us to provide power pursuant to each individual customer’s demand profile.
Some of the risks to which we are exposed may not be insurable, including some risks related to terrorism. Our projects in Israel are not fully covered by private insurance for all damage to our facilities that may result from the ongoing war with Hamas, Hezbollah, and other terrorist organizations or states.
Some of the risks to which we are exposed may not be insurable, including some risks related to terrorism. Our projects in Israel are not fully covered by private insurance for all damage to our facilities that may result from any escalation of hostilities with Hamas and the ongoing conflict with Iran, Hezbollah and other regional actors or states.
Our projects may not perform as we expect, and the protection afforded by warranties provided by our counterparties may be limited by the ability or willingness of a counterparty to satisfy its warranty obligations or by the expiration of applicable time or liability limits.
Our projects may not perform as we expect, and the protection afforded by warranties and guarantees provided by our suppliers and contractors may be limited by their ability or willingness to satisfy its warranty and contractual obligations or by the expiration of applicable time or liability limits.
For example, if electricity prices were to fall by 10%, we could lose up to $0.5 million per year in revenue from sales of electricity generated at project Picasso in Sweden.
For example, if electricity prices were to fall by 10%, we could lose up to $1 million per year in aggregate revenue from sales of electricity generated at project Picasso in Sweden and Tapolca in Hungary.
For example, delays in receiving the applicable environmental permit for our Gecama Solar project in Spain delayed the project’s timeline by approximately one year.
For example, delays in receiving the applicable environmental permit for our Gecama Solar hybridization project in Spain delayed the project’s timeline by approximately two years.
Downward pressure on equipment pricing over the long-term, may also create downward pressure on offtake pricing. If falling offtake pricing results in forecasted project total revenues and income from the sale of electricity that is insufficient to generate returns higher than our cost of capital, our business, financial condition and results of operations could be adversely affected.
If falling offtake pricing results in forecasted project total revenues and income from the sale of electricity that is insufficient to generate returns higher than our cost of capital, our business, financial condition and results of operations could be adversely affected.
Similarly, our competitors are increasingly willing to accept short duration offtake terms, which may put pressure on us to accept shorter duration offtake contracts, thereby increasing our exposure to market volatility and inaccuracy in the third-party prediction of energy pricing during the merchant tail period of operations after expiration of the offtake contract. 11 In addition, the availability of offtake contracts depends on utility and corporate energy procurement practices that may change over time.
Similarly, our competitors are increasingly willing to accept short duration offtake terms, which may put pressure on us to accept shorter duration offtake contracts, thereby increasing our exposure to market volatility and inaccuracy in the third-party prediction of energy pricing during the merchant tail period of operations after expiration of the offtake contract.
Legislative and regulatory changes, including changes to agency practice, in the future may negatively impact our ability to realize value from certain existing and future projects, including by limiting exit opportunities or causing us to favour buyers that we believe are less likely to require CFIUS review, even in circumstances where other buyers may offer better terms or more consideration.
Legislative and regulatory changes, including changes to agency practice, in the future may negatively impact our ability to realize value from certain existing and future projects, including by limiting exit opportunities or causing us to favour buyers that we believe are less likely to require CFIUS review, even in circumstances where other buyers may offer better terms or more consideration. 10 Geo-Political, social or economic instability in regions where our components and materials are made could cause future disruptions in trade.
We depend on certain Operational Projects, and expect to depend on certain future projects, for a substantial portion of our cash flows. For example, Blacksmith accounted for approximately 13% and 9% of our total revenues and income for the year ended December 31, 2023 and the year ended December 31, 2024, respectively.
We depend on certain Operational Projects, and expect to depend on certain future projects, for a substantial portion of our cash flows. For example, Genesis Wind accounted for approximately 11% and 10% of our total revenues and income for the year ended December 31, 2024 and the year ended December 31, 2025, respectively.
For example, at one of our projects in Europe, under our existing offtake contract, energy from the wind farm can be curtailed when market prices for electricity fall below zero. In addition, the local grid regulator recently ordered curtailment of another of our projects in Europe, due to inclement weather and physical damage to the grid.
For example, at one of our wind projects in Europe, electricity generation can be curtailed under our existing offtake contract when market prices for power fall below zero. At another of our wind projects in Europe, the local grid regulator in 2025 ordered curtailment of due to inclement weather that caused physical damage to the grid.
Alternatively, if we pursue offtake contracts with pricing that we assume will be attractive based on expectations of falling equipment or construction pricing or other cost or total revenues and income expectations that ultimately prove to be inaccurate, or the value of a project is less than expected at the time of execution of the related offtake contract, our business, financial condition and results of operations could be adversely affected, including through payment obligations to issuing banks in connection with any posted letters of credit.
Alternatively, if we pursue offtake contracts with pricing that we assume will be attractive based on expectations of falling equipment or construction pricing or other cost or total revenues and income expectations that ultimately prove to be inaccurate, or the value of a project is less than expected at the time of execution of the related offtake contract, our business, financial condition and results of operations could be adversely affected, including through payment obligations to issuing banks in connection with any posted letters of credit. 13 In addition, competition for offtake contracts and other market factors may result in new market terms that may not be favorable to us and could adversely affect the economics of our projects and, in turn, our ability to obtain sufficient financing and grow our business.
The loss of or a reduction in sales to any of our offtakers could have a material adverse effect on our business, financial condition and results of operations. 12 Some of our offtake contracts have embedded exposure to market prices.
The loss of or a reduction in sales to any of our offtakers could have a material adverse effect on our business, financial condition and results of operations. 14 Some of our offtake contracts are structured to include market price risks.
We sell or intend to sell a significant portion of the electricity we generate in Sweden, Spain, Serbia and Hungary on the open market at spot-market prices and other select markets in the future.
Our hedging activities may not adequately mitigate the risks related to our exposure to electricity prices. We sell or intend to sell a significant portion of the electricity we generate in Sweden, Spain, Serbia and Hungary on the open market at spot-market prices and other select markets in the future.
For example, our project CO Bar, located in Arizona and originally expected to reach COD in the second half of 2026, has been delayed for another year, due to the Arizona Public Service’s queue reform process having taken longer than expected to complete and additional hurdles in achieving an interconnection agreement.
For example, the CO Bar Complex, located in Arizona and originally expected to reach COD in the second half of 2026, has been delayed for more than two years due to the Arizona Public Service’s queue reform, which has taken longer than expected to complete, and additional hurdles in finalizing an interconnection agreement.
If such approval times continue to increase, our development pipeline and ability to complete existing projects could be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations. 7 The development, construction and operation of our projects require governmental and other regulatory approvals and permits, including environmental approvals and permits.
If such approval times continue to increase, our development pipeline and ability to complete existing projects could be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations.
Such regulations, approvals, permits and terms and conditions have become more demanding across the industry. Moreover, activists and community members have become more vocal and organized in many jurisdictions, and there is an increased prevalence of local ordinances and moratoria related to solar energy and battery storage projects.
Moreover, activists and community members have become more vocal and organized in many jurisdictions, and there is an increased prevalence of local ordinances and moratoria related to wind energy, solar energy, and battery storage projects.
In select countries such as Sweden and Spain, where we sell electricity in the open market, we may seek to hedge our market exposure through a wide range of products, including but not limited to forward sales of electricity with hedges or by entering into PPAs with offtakers. 16 Our hedging activities may not adequately manage our exposure to electricity prices.
In several countries in Europe, where we sell electricity in the open market, we may seek to hedge our market exposure through a wide range of products, including but not limited to forward sales of electricity with hedges or by entering into PPAs and CFDs with offtakers.
The trading price and value of our ordinary shares could decline due to any of these risks and uncertainties, and you may lose all or part of your investment. This Annual Report also contains forward-looking statements that involve risks and uncertainties.
The trading price and value of our ordinary shares could decline due to any of these risks and uncertainties, and you may lose all or part of your investment.
In 2024, several of our projects, including Co Bar in the U.S., have been delayed for periods ranging from 6 to 12 months for various reasons, including due to reforms that have taken longer than expected to complete and extended reviews by regulators.
In 2025, several of our projects were delayed for periods ranging from 6 to 24 months for various reasons, including due to regulatory reforms that have taken longer than expected to complete, and extended reviews by regulators.
Success in developing a particular project is contingent upon, among other things: • obtaining financeable land rights, including land rights for the project site that allow for eventual construction and operation without undue burden, cost or interruption; • entering into financeable arrangements for the sale of the electrical output, and, in certain cases, capacity, ancillary services and renewable energy attributes, generated by or attributable to the project; 5 • obtaining economically feasible interconnection positions with Independent System Operators (“ISOs”), regional transmission organizations and regulated utilities; • accurately estimating, and where possible mitigating, costs arising from potential transmission grid congestion, limited transmission capacity and grid reliability constraints, which may contribute to significant interconnection upgrade costs that could render certain of our projects uneconomic; • providing letters of credit or other forms of payment and performance security required in connection with the development of the project, which security requirements may increase over time; • accurately estimating our costs and total revenues and income over the life of the project years before its construction and operation, while taking into consideration the possibility that markets may shift during that time; • receiving required environmental, land-use, and construction and operation permits and approvals from governmental agencies in a timely manner and on reasonable terms, which permits and approvals are governed by statutes and regulations that may change between issuance and construction; • avoiding or mitigating impacts to protected or endangered species or habitats, migratory birds, wetlands or other water resources, and/or archaeological, historical or cultural resources; • securing necessary rights-of-way for access, as well as water rights and other necessary utilities for project construction and operation; • securing appropriate title coverage, including coverage for mineral rights and mechanics’ liens; • negotiating development agreements, public benefit agreements and other agreements to compensate local governments for project impacts; • negotiating tax abatement and incentive agreements, whenever applicable; • obtaining financing, including debt, equity, and tax equity financing; • negotiating satisfactory energy, procurement and construction (“EPC”) or balance of plant (“BoP”) agreements, including agreements with third-party EPC or BoP contractors; and • completing construction on budget and on time.
Success in developing a particular project is contingent upon, among other things: • obtaining financeable land rights, including land rights for the project site that allow for eventual construction and operation without undue burden, cost or interruption; 6 • entering into financeable arrangements for the sale of the electrical output, and, in certain cases, capacity, ancillary services and renewable energy attributes, generated by or attributable to the project; • obtaining economically feasible interconnection positions with Independent System Operators (“ISOs”), regional transmission organizations and regulated utilities; • accurately estimating, and where possible mitigating, costs arising from potential transmission grid congestion, limited transmission capacity and grid reliability constraints, which may contribute to significant interconnection upgrade costs that could render certain of our projects uneconomic; • providing letters of credit or other forms of payment and performance security required in connection with the development of the project, which security requirements may increase over time; • accurately estimating our costs and total revenues and income over the life of the project years before its construction and operation, while taking into consideration the possibility that markets may shift during that time; • receiving required environmental, land-use, and construction and operation permits and approvals from governmental agencies in a timely manner and on reasonable terms, which permits and approvals are governed by statutes and regulations that may change between issuance and construction.
In addition, certain U.S. states restrict or prohibit foreign ownership of agricultural land, limiting our ability to acquire land rights in such states, and permitting us to acquire ownership only after re-zoning to solar or storage uses. Our ability to successfully develop projects is impacted by the availability of, and access to, interconnection facilities and transmission systems.
In addition, certain U.S. states restrict or prohibit foreign ownership of agricultural land, limiting our ability to acquire land rights in such states, and permitting us to acquire ownership only after re-zoning to solar or storage uses.
We are subject to risk from fluctuating market prices of certain raw materials, particularly steel, aluminium, polycrystalline silicon and lithium, which are used in the construction and maintenance of our solar energy, wind energy and battery storage projects. Prices of these raw materials may be affected by supply restrictions or other market factors from time to time.
We are subject to risk from fluctuating market prices of certain raw materials, particularly steel, aluminum, copper, polycrystalline silicon and lithium, which are used in the construction and maintenance of our solar energy, wind energy and battery storage projects.
Further, the acquisition of a supplier by one of our competitors or its affiliates could also limit our access to equipment, technology and other services or negatively affect our existing business relationships, which would have a material adverse effect on our business.
Further, the acquisition of a supplier by one of our competitors or its affiliates could also limit our access to equipment, technology and other services or negatively affect our existing business relationships, which would have a material adverse effect on our business. 11 Project construction activities may not commence or proceed as scheduled, which could increase our costs and impair our ability to recover our investments.
Our generation pipeline consists entirely of solar energy and wind energy Development Projects, and therefore our growth is premised on solar energy and wind energy continuing to be the technology of choice for clean electricity generation.
Our generation pipeline consists entirely of solar energy and wind energy Development Projects, and therefore our growth is premised on solar energy and wind energy continuing to be the technology of choice for clean electricity generation. Should alternative technologies emerge that limit the demand for solar energy and wind energy technologies, our long-term growth may be adversely impacted.
As a result, enforcing any such warranty may be costly or impossible. For example, we have recently experienced quality failures in two turbine blades in our wind project Björnberget in Sweden and other equipment quality or installation issues, which have resulted in operational disruptions and repair costs.
For example, in 2024 and 2025 we experienced quality failures in two turbine blades in our wind project Björnberget in Sweden and other equipment quality or installation issues, which have resulted in operational disruptions and repair costs.
Our ability to operate our business and implement our strategies effectively depends on the efforts of our executive officers and other key employees. Our management team has significant industry experience and would be difficult to replace.
Our ability to operate our business and implement our strategies effectively depends on the efforts of our executive officers and other key employees. Our management team has significant industry experience and would be difficult to replace. Our key personnel possess development, construction, operational, management, legal, engineering, financial and administrative skills that are critical to the operation of our business.
See also “—Our suppliers may not perform existing obligations or be available or able to perform future obligations, which could have a material adverse effect on our business” regarding equipment having shorter warranty time than it otherwise would have, had a supplier not defaulted on his obligations under his agreement with us. 15 Our projects are subject to curtailment and other production restriction risks.
The failure of some or all of our projects to perform according to our expectations and limitations to our warranty coverage could have a material adverse effect on our business, financial condition and results of operations. 17 See also “—Our suppliers may not perform existing obligations or be available or able to perform future obligations, which could have a material adverse effect on our business” regarding equipment having shorter warranty time than it otherwise would have, had a supplier not defaulted on his obligations under his agreement with us.
As such, certain of our investments in our projects and the real estate for our projects may be subject to review by and approval from CFIUS. In the event that CFIUS reviews one or more of our investments, there can be no assurances that we will be able to initiate or complete such projects on terms acceptable to us.
In the event that CFIUS reviews one or more of our other investments, including potential acquisitions, there can be no assurances that we will be able to initiate or complete such projects on terms acceptable to us.
“Compensation.” The loss of the services of any of our key employees or the failure to attract or retain other qualified personnel could have a material adverse effect on our business, financial condition and results of operations.
The loss of the services of any of our key employees or the failure to attract or retain other qualified personnel could have a material adverse effect on our business, financial condition and results of operations. There can be no assurance that the services of any of these individuals will continue to be available to us in the future.
While this event did not result in material financial losses, there is no guarantee that we will not suffer material losses if such events occur in the future.
While none of these events have to date resulted in material financial losses to us, there is no guarantee that we will not suffer material losses if such events occur in the future.
Many warranties have exclusions rendering them inapplicable if, for example, the owner does not follow the manufacturer’s operating instructions. We may disagree with a counterparty about whether a particular product defect, performance shortfall or other similar matter is covered by a warranty, in whole or in part, as well as the manner in which any such matter should be resolved.
We may disagree with a counterparty about whether a particular product defect, performance shortfall or other similar matter is covered by a warranty, in whole or in part, as well as the manner in which any such matter should be resolved. As a result, enforcing any such warranty may be costly or impossible.
Offtake contract availability and terms are a function of a number of economic, regulatory, tax and public policy factors, each of which is also subject to change.
In addition, the availability of offtake contracts depends on utility and corporate energy procurement practices that may change over time. Offtake contract availability and terms are a function of a number of economic, regulatory, tax and public policy factors, each of which is also subject to change.
Our corporate structure and operating model require coordination of business activities with multiple subsidiaries, joint ventures and partnerships across various jurisdictions as described elsewhere in this Annual Report. Failure to properly manage such business activities could have a material adverse effect on our business. In addition, our operations are subject to risks inherent in conducting business globally.
We are subject to organizational and legal risks associated with our complex corporate structure and global operations. Our corporate structure and operating model require coordination of business activities with multiple subsidiaries, joint ventures and partnerships across various jurisdictions as described elsewhere in this Annual Report.
For example, our project CO Bar, located in Arizona, which has a capacity of 1,211 MW and 824 MWh, was originally expected to reach COD in the second half of 2026, but has been delayed for approximately another year due to the Arizona Public Service’s queue reform process having taken longer than expected to complete and additional hurdles in achieving an interconnection agreement.
For example, our CO Bar complex in Arizona, which comprises of five individual projects with a combined generation capacity of 1,211 MW and storage capacity of 4,000 MWh, was originally expected to reach COD in the second half of 2026, but was delayed due to the Arizona Public Service’s interconnect queue reform, which has taken longer than expected to complete.
In addition to developers, independent power producers, unregulated utility affiliates, renewable energy companies, and pension and private equity funds, we also compete with traditional oil and gas companies and incumbent utilities.
In addition to developers, independent power producers, unregulated utility affiliates, renewable energy companies, and pension and private equity funds, we also compete with traditional oil and gas companies and incumbent utilities. New policies enacted by the U.S. Federal Government that favor fossil fuel energy sources may increase competition between traditional energy firms and the renewable energy sector.
If definitive approval of the European Parliament and ministers occurs and the law comes into effect, to the extent that any of the products we source were alleged or found to be non-compliant with these restrictions, our reputation may be harmed and our business and supply chain may be impacted. 8 We cannot predict whether the countries in which the components and materials are sourced, or may be sourced in the future, will be subject to new or additional trade restrictions imposed by the governments of countries in which our projects are located, including the likelihood, type or effect of any such restrictions.
We cannot predict whether the countries in which the components and materials are sourced, or may be sourced in the future, will be subject to new or additional trade restrictions imposed by the governments of countries in which our projects are located, including the likelihood, type or effect of any such restrictions.
Similarly, Gecama, which we operate on a Merchant Model without a PPA, accounted for 22% and 17% of our total revenues and income for the year ended December 31, 2023 and the year ended December 31, 2024, respectively. Our dependence on Blacksmith and Gecama is expected to decline over time as new projects reach commercial operation.
Similarly, Gecama, which we operate on a Merchant Model without a PPA, accounted for 16% and 9% of our total revenues and income for the year ended December 31, 2024 and the year ended December 31, 2025, respectively.
In addition, our insurance policies are subject to annual review by our insurers and may not be renewed on similar or favourable terms, including with respect to coverage, deductibles or premiums, or at all.
In addition, our insurance policies are subject to annual review by our insurers and may not be renewed on similar or favorable terms, including with respect to coverage, deductibles or premiums, or at all. 21 As the renewable energy industry grows, insurance providers may reassess the risks associated with solar energy, wind energy and energy storage projects and we may experience higher insurance costs; industry-wide increases in insurance premiums may also contribute to this trend.
Traditional utilities could also offer other value-added products or services that could help them compete with us even if the cost of electricity they offer is higher than ours. Attractive offtake terms may become unavailable, which would adversely affect our business and growth. Intense competition for offtake contracts may result in downward pressure on offtake pricing.
Traditional utilities could also offer other value-added products or services that could help them compete with us even if the cost of electricity they offer is higher than ours. Certain markets may become saturated with renewable energy projects, especially solar generation plants, which may in turn lead to cannibalization and lower power prices.
If suppliers cannot, or do not, perform under their agreements with us, we may need to seek alternative suppliers and write off existing investments. Alternative suppliers, products and services may not perform similarly, and replacement agreements may not be available on terms as favourable as those in our current agreements or at all.
Moreover, not all our suppliers are Tier 1 as defined by Bloomberg New Energy Finance (“BNEF”) and we have experienced delays and quality assurance failures. If suppliers cannot, or do not, perform under their agreements with us, we may need to seek alternative suppliers and write off existing investments.
Our business strategy includes growing our portfolio of projects through acquisitions, which involves numerous risks. Our strategy includes growing our business occasionally through acquisitions.
Our dependence on Genesis Wind and Gecama is expected to decline over time as new projects reach commercial operation. 19 Our business strategy includes growing our portfolio of projects through acquisitions, which involves numerous risks. Our strategy includes growing our business occasionally through acquisitions.
Industry-wide increases in insurance premiums have recently and may in the future arise as the result of cost spreading efforts from major insurance providers following major natural disasters such as hurricanes or widespread wildfires.
In addition, the discounts we receive on our insurance policies may be reduced in the future. Higher insurance prices are driven in part by cost spreading efforts from major insurance providers following major natural disasters such as hurricanes or widespread wildfires.
Such costs may include significant out-of-pocket and internal expenses, some or all of which may not be recovered. The failure of some or all of our projects to perform according to our expectations and limitations to our warranty coverage could have a material adverse effect on our business, financial condition and results of operations.
Such costs may include significant out-of-pocket and internal expenses, some or all of which may not be recovered.
Not all of our equipment suppliers are investment grade entities, and we cannot guarantee that any of our suppliers will sufficiently honor the terms of our contracts in every situation. Moreover, not all our suppliers are Tier 1 as defined by Bloomberg New Energy Finance (“BNEF”) and we have experienced delays and quality assurance failures.
With some of our suppliers, lead times can span multiple years, and they may not have sufficient incentives to conclude negotiations on terms acceptable to us.. Not all of our equipment suppliers are investment grade entities, and we cannot guarantee that any of our suppliers will sufficiently honor the terms of our contracts in every situation.
Due to these and other supply chain disruptions, we may have to make sourcing decisions which could limit our supply options. Changes in international trade policy impacting regions where our components and materials are made could cause future disruptions in trade.
In addition, certain types of equipment are considered to be “long lead items”, which may take particularly long period of time. 9 Changes in international trade policy impacting regions where our components and materials are made could cause future disruptions in trade.
Should alternative technologies emerge that limit the demand for solar energy and wind energy technologies, our long-term growth may be adversely impacted. 17 Our projects depend, and will depend, on third-party service providers. We have retained and will in the future retain third-party service providers to perform EPC, O&M and other services related to our projects.
For example, the current U.S. administration has put in place new policies favoring electricity production using fossil and nuclear fuels. Our projects depend, and will depend, on third-party service providers. We have retained and will in the future retain third-party service providers to perform EPC, O&M and other services related to our projects.
In addition, sourcing the batteries from a different supplier resulted in surplus equipment, which we were able to assign to another project, but the surplus equipment will now have a shorter warranty period than it otherwise would have. 9 Using alternative suppliers may result in higher costs and/or inability to meet our project schedules or to provide equipment of the same quality as that provided by our existing suppliers.
In addition, during 2025 we recognized an amount of $12.5 million of compensation from Siemens Gamesa linked to lower performance of turbines at the Björnberget project in Sweden. Using alternative suppliers may result in higher costs and/or inability to meet our project schedules or to provide equipment of the same quality as that provided by our existing suppliers.
Political, social or economic instability in regions where our components and materials are made could cause future disruptions in trade. In recent years, tensions have increased in the South China Sea and the threat of a takeover of Taiwan by China has grown.
Taiwan plays a significant role in the global semiconductor supply chain and China is a notable producer of inputs used in utility scale renewable project equipment. In recent years, tensions have increased in the South China Sea and the threat of a takeover of Taiwan by China has grown.
Removed
The Federal Energy Regulatory Commission (“FERC”) Order No. 2023 issued in July 2023 transitioned the interconnection request queue for connection to the U.S. transmission grid from “first come, first serve” to “first ready, first serve.” As a result, some utilities have temporarily closed their queues, and submitting new interconnection requests entails increased uncertainty and risk.
Added
References to past events are provided in these risk factors by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future . This Annual Report also contains forward-looking statements that involve risks and uncertainties.
Removed
The project is now expected to reach COD in the second half of 2027.
Added
For example, in 2025, we did not receive the required permits for an Israeli project in our development portfolio.
Removed
In addition, our project CO Bar in Arizona was delayed by one year due to the Arizona Public Service’s queue reform process having taken longer than expected to complete and additional hurdles in achieving an interconnection agreement.
Added
It has since been written off and abandoned; • avoiding or mitigating impacts to protected or endangered species or habitats, migratory birds, wetlands or other water resources, and/or archaeological, historical or cultural resources; • securing necessary rights-of-way for access, as well as water rights and other necessary utilities for project construction and operation; • securing appropriate title coverage, including coverage for mineral rights and mechanics’ liens; • negotiating development agreements, public benefit agreements and other agreements to compensate local governments for project impacts; • negotiating tax abatement and incentive agreements, whenever applicable; • complying with U.S.
Removed
Member states of the European Union recently approved the European Supply Chain Act, targeting goods within Europe created with forced labor with enforcement beginning in 2028.
Added
Safe Harbor regulations to ensure project eligibility for tax credits whenever applicable; • obtaining financing, including debt, equity, and tax equity financing; • negotiating satisfactory energy, procurement and construction (“EPC”) or balance of plant (“BoP”) agreements, including agreements with third-party EPC or BoP contractors; • completing construction on budget and on time; and • when initiating construction on an operational site (for the purposes of hybridization or retrofitting generating assets) existing generation arrangements may be shifted or suspended, impacting the operational and financial performance of the project.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeWe believe that these projects have the potential to generate profits on a per MW basis that are superior to the profits that could be achieved under a PPA in such markets. 48 Mature Project portfolio map 49 Operational Projects (including unconsolidated projects as at share) as of February 19, 2025 (1) Segment Country Project name Technology Operational year Sales Tariff (USD per MWh) Approximate Enlight share PPA/FIT duration Inflation indexed PPA Capacity MENA Israel Emek Habacha Wind 2022 111 41% 2042 Yes 109 MW Halutziot Solar 2015 195 90% 2035 Yes 55 MW Israel Solar Projects Solar 2013-2015 352 98% (2) 2033-2035 Yes 33 MW PV+ storage cluster 1.1 Solar 2023 Confidential 66% (2) — No 248 MW + 625 MWh Genesis Wind Wind 2023 101 54% 2043 Yes 207 MW Total MENA 652 MW + 625 MWh Western Europe Sweden Picasso Wind 2021 Confidential 69% 2033 (3) No 116 MW Sweden Björnberget Wind 2022 Confidential 55% 2032 No 372 MW Ireland Tully Wind 2017 96 50% 2032 Yes 14 MW Spain Gecama Wind 2022 — 72% Merchant NA 329 MW Total Western Europe 831 MW CEE Kosovo Selac Wind 2021 99 60% 2034 Yes 105 MW Serbia Blacksmith Wind 2019 122 50% 2031 Yes 105 MW Serbia Pupin Wind 2024 74 100% 2040 Yes 94 MW Croatia Lukovac Wind 2018 136 50% 2032 Yes 49 MW Hungary Attila Solar 2019 123 50% 2039 Yes (4) 57 MW Hungary AC/DC Solar 2023 83 100% 2037 Yes 26 MW Hungary Tapolca Solar 2024 — 100% — NA 60 MW Total CEE 496 MW USA U.S.
Biggest changeMature Project portfolio map 53 Operational Projects (including unconsolidated projects as at share) as of February 16, 2026 (1) Segment Country Project name Technology Operational year Sales Tariff (USD per MWh) Approximate Enlight share PPA/FIT duration Inflation indexed PPA Capacity Middle East and North Africa(“MENA”) Israel Emek Habacha Wind 2022 130 41% 2042 Yes 109 MW Halutziot Solar 2015 229 90% 2035 Yes 55 MW Israel Solar Projects Solar 2013-2015 414 98% (2) 2033-2035 Yes 33 MW PV+ storage cluster 1.1 Solar 2023 Confidential 80% (2) — No 272 MW + 819 MWh Genesis Wind Wind 2023 119 54% 2043 Yes 207 MW Total MENA 676 MW + 819 MWh Western Europe Sweden Picasso Wind 2021 Confidential 69% 2033 (3) No 116 MW Sweden Björnberget Wind 2022 Confidential 55% 2032 No 372 MW Ireland Tully Wind 2017 108 50% 2032 Yes 14 MW Spain Gecama Wind 2022 — 72% Merchant NA 329 MW Total Western Europe 831 MW CEE Kosovo Selac Wind 2021 113 60% 2034 Yes 105 MW Serbia Blacksmith Wind 2019 137 50% 2031 Yes 105 MW Serbia Pupin Wind 2024 83 100% 2040 Yes 94 MW Croatia Lukovac Wind 2018 159 50% 2032 Yes 49 MW Hungary Attila Solar 2019 139 50% 2039 No 57 MW Hungary AC/DC Solar 2023 94 100% 2037 Yes (4) 26 MW Hungary Tapolca Solar 2024 — 100% — NA 60 MW Total CEE 496 MW USA Montana Apex Solar Solar 2023 Confidential 100% 2042 No 106 MW Arizona Atrisco Solar Solar 2024 Confidential 100% 2044 No 364 MW Arizona Atrisco Storage Storage 2024 Confidential 100% 2044 No 1,200 MWh New Mexico Quail Ranch Solar 2025 Confidential 100% 2045 No 128 MW + 400 MWh Arizona Roadrunner Solar 2025 Confidential 100% 2045 No 298 MW + 940 MWh Total USA 896 MW + 2,540 MWh Total consolidated projects 2,899 MW + 3,359 MWh MENA (not consolidated) Israel Unconsolidated Projects at share Solar 2015-2021 76 (2) 50% 2042-2046 Yes 45 MW + 42 MWh Total consolidated and unconsolidated JVs at share 2,944 MW + 3,401 MWh (1) The figures in this chart are rounded to the nearest whole number.
The taxonomy includes several energy-related economic activities, including electricity generation using PV solar technology, electricity generation using concentrated solar power, or CSP, technology, electricity generation from wind power, electricity storage, and thermal energy storage.
The taxonomy includes several energy-related economic activities, including electricity generation using PV solar technology, electricity generation using concentrated solar power energy, or CSP, technology, electricity generation from wind power, electricity storage, and thermal energy storage.
“Risk Factors —Risks Related to Government Regulation—Government regulations in the United States, Europe and globally, that currently provide incentives and subsidies for renewable energy, particularly the current production and investment tax credits, could change at any time.” 62 Europe Introduction Spain, Sweden, Croatia and Hungary are members of the European Union, while Kosovo and Serbia are currently not members.
“Risk Factors—Risks Related to Government Regulation—Government regulations in the United States, Europe and globally, that currently provide incentives and subsidies for renewable energy, particularly the current production and investment tax credits, could change at any time.” Europe Introduction Spain, Sweden, Croatia and Hungary are members of the European Union, while Kosovo and Serbia are currently not members.
Our control over the entire project life cycle coupled with our strategic approach to market and technology selection has enabled us to both develop projects with differentiated returns on investment and deliver rapid growth. Our history Established in 2008, Enlight began as a company focused on developing small-scale greenfield solar energy projects in Israel.
Our control over the entire project life cycle coupled with our strategic approach to market and technology selection has enabled us to both develop projects with differentiated returns on investment and deliver rapid growth. 50 Our history Established in 2008, Enlight began as a company focused on developing small-scale greenfield solar energy projects in Israel.
In addition, any permissible use must be considered up to 1000 meters from any wind energy project. 70 In July 2022, the Ministry of Environmental Protection published a position paper regarding approved and planned wind energy projects. According to this position paper, the potential ecological damage associated with wind turbines is significant, specifically with regard to birds.
In addition, any permissible use must be considered up to 1000 meters from any wind energy project. In July 2022, the Ministry of Environmental Protection published a position paper regarding approved and planned wind energy projects. According to this position paper, the potential ecological damage associated with wind turbines is significant, specifically with regard to birds.
Elements aims to leverage our access to the robust technology ecosystem within and outside of Israel in order to gain early exposure to advances in battery, hydrogen and micro-grid technologies, among others. Enlight has committed $30 million of capital to the fund, with a goal that the fund will grow to $100-150 million in size.
Elements aims to leverage our access to the robust technology ecosystem within and outside of Israel in order to gain early exposure to advances in battery, hydrogen and micro-grid technologies, among others. Enlight has committed $30 million of capital to the fund, with the goal that the fund will grow to $100-150 million in size.
FERC's regulations under PURPA allow FERC, upon request of a utility, to terminate a utility’s obligation to purchase energy from QF upon a finding that QF have nondiscriminatory access to: (i) independently administered, auction-based day ahead, and real time markets for electric energy and wholesale markets for long-term sales of capacity and electric energy; (ii) transmission and interconnection services provided by a FERC-approved regional transmission entity and administered under an open-access transmission tariff that affords nondiscriminatory treatment to all customers, and competitive wholesale markets that provide a meaningful opportunity to sell capacity, including long-term and short-term sales, and electric energy, including long-term, short-term, and real-time sales, to buyers other than the utility to which the QF is interconnected; or (iii) wholesale markets for the sale of capacity and electric energy that are at a minimum of comparable competitive quality as markets described in (i) and (ii) above.
FERC’s regulations under PURPA allow FERC, upon request of a utility, to terminate a utility’s obligation to purchase energy from certain QFs upon a finding that QFs have nondiscriminatory access to: (i) independently administered, auction-based day ahead and real time markets for electric energy and wholesale markets for long-term sales of capacity and electric energy; (ii) transmission and interconnection services provided by a FERC-approved regional transmission entity and administered under an open-access transmission tariff that affords nondiscriminatory treatment to all customers, and competitive wholesale markets that provide a meaningful opportunity to sell capacity, including long-term and short-term sales, and electric energy, including long-term, short-term, and real-time sales, to buyers other than the utility to which the QF is interconnected; or (iii) wholesale markets for the sale of capacity and electric energy that are at a minimum of comparable competitive quality as markets described in (i) and (ii) above.
For more information, see “—Energy Regulation—Israel” and “—Environmental, Health and Safety— Israel.” 60 Energy regulation United States Introduction In the United States, regulation of electricity generation, transmission, distribution and interconnection is generally divided between the federal government and the states. At the federal level, FERC has jurisdiction over wholesale electricity sales, transmission and transmission-level interconnection.
For more information, see “—Energy Regulation—Israel” and “—Environmental, Health and Safety—Israel.” Energy regulation United States Introduction In the United States, regulation of electricity generation, transmission, distribution and interconnection is generally divided between the federal government and the states. At the federal level, FERC has jurisdiction over wholesale electricity sales, transmission and transmission-level interconnection.
Aria was acquired for an immaterial purchase price, though performance-based earnouts and options may lead to future total payments of up to approximately $20 million over the next five years. In May 2024, the Company changed the name of Aria Energy to Enlight Local.
Aria was acquired for an immaterial purchase price, though performance-based earnouts and options may lead to future total payments of up to approximately $20 million over five years. In May 2024, the Company changed the name of Aria Energy to Enlight Local.
Furthermore, the energy storage market has witnessed unprecedented growth in recent years, and we believe it sits at the epicenter of the energy transition. The ability of energy storage facilities to allow for renewable generation to provide baseload power is critical to enabling the transition from fossil fuels to renewable energy.
The energy storage market has witnessed unprecedented growth in recent years, and we believe it sits at the epicenter of the energy transition. The ability of energy storage facilities to allow for renewable generation to provide baseload power is critical to enabling the transition from fossil fuels to renewable energy.
Under the Renewable Energy Directive, Member States are permitted to gain credit toward meeting their national renewable energy goals by contributing to projects in other Member States or non-Member States. Further, certain projects may be required to be subject to environmental impact assessments in the European Union.
Under the Renewable Energy Directive, Member States are permitted to gain credit toward meeting their national renewable energy goals by contributing to projects in other Member States or non-Member States. 77 Further, certain projects may be required to be subject to environmental impact assessments in the European Union.
During 2024, we leased an additional 463 square meters of office space at this location, bringing the total office space to approximately 2,923 square meters. Our U.S. headquarters is located in Boise, Idaho, where we occupy an office space totaling approximately 17,289 square feet with a lease beginning on June 30, 2023 and expiring on June 30, 2030.
During 2024, we leased an additional 463 square meters of office space at this location, bringing the total office space to approximately 2,923 square meters. Our U.S. headquarters is located in Boise, Idaho, where we occupy an office space totaling approximately 17,289 square feet with a lease beginning on June 30, 2023 and expiring on July 31, 2030.
Our integrated capabilities across project sourcing, engineering, design, procurement, construction, asset management, and finance enable us to achieve strong project returns and source and develop new projects to support robust long-term growth, as follows: • Project and business development: We maintain a high-caliber project and business development team of 360 employees across the United States, Europe and Israel.
Our integrated capabilities across project sourcing, engineering, design, procurement, construction, asset management, and finance enable us to achieve strong project returns and source and develop new projects to support robust long-term growth, as follows: • Project and business development: We maintain a high-caliber project and business development team of 42 employees across the United States, Europe and Israel.
Our largest suppliers of solar panels for our solar energy projects in Europe and Israel have included LONGi, Jinko and JA Solar. Our largest suppliers to date for our energy storage projects in Israel include CATL and Sungrow.
Our largest suppliers of solar panels for our solar energy projects in Europe and Israel have included LONGi and Jinko. Our largest suppliers to date for our energy storage projects in Israel include CATL and Sungrow.
Additionally, Israel faces grid bottlenecks when PV-generated energy flows heavily through the grid simultaneously with energy generated from other sources, highlighting the need for storage to absorb the heavy flows and alleviate grid congestion. In this context, to illustrate the need and scale, the Electricity Authority published a tender for high-voltage storage facilities in November 2023.
Additionally, Israel faces grid bottlenecks when PV-generated energy flows heavily through the grid simultaneously with energy generated from other sources, highlighting the need for storage to absorb the heavy flows and alleviate grid congestion. In this context, the Electricity Authority published a tender for high-voltage storage facilities in November 2023.
History and Development of the Company Enlight Renewable Energy Ltd. was founded on August 6, 2008 and merged into a company named Sahar Investments Ltd. in 2010, which subsequently changed its name to Enlight Renewable Energy Ltd. on August 4, 2010. Our commercial name is Enlight Renewable Energy.
Item 4. Information on the Company A. History and Development of the Company Enlight Renewable Energy Ltd. was founded on August 6, 2008 and merged into a company named Sahar Investments Ltd. in 2010, which subsequently changed its name to Enlight Renewable Energy Ltd. on August 4, 2010. Our commercial name is Enlight Renewable Energy.
(2) While we own 90.1% of Clēnera, we invest 100% of the equity requirements for our U.S.-based projects. In return, we receive 100% of the distributable cash flow until we return our capital investment, plus a high single-digit preferred return. Our pre-construction portfolio is largely comprised of several major combined solar and storage projects located in the United States.
(2) While we own 90.1% of Clenera, we invest 100% of the equity requirements for our U.S.-based projects. In return, we receive 100% of the distributable cash flow until we return our capital investment, plus a high single-digit preferred return. Our pre-construction portfolio is largely comprised of several major combined solar and storage projects located in the United States.
We anticipate that energy storage will become a significant portion of our business as energy storage technology continues to advance and becomes essential to grid stabilization and load balancing. In addition, we are seeking to expand our geographic footprint in new markets across Europe and MENA.
We anticipate that energy storage will become a significant portion of our business as energy storage technology continues to advance and becomes essential to grid stabilization and load balancing. In addition, we are seeking to expand our geographic footprint in new markets across the U.S., Europe, and MENA.
As of the date of this Annual Report, Elements has invested in four technology companies for a total of $10 million. We expect that continued innovation, combined with our ability to work across numerous technologies, will help enable us to capitalize on opportunities for continued robust growth and provide us with visibility into the direction of the broader technology sector.
As of the date of this Annual Report, Elements has invested in 7 technology companies for a total of $15 million. We expect that continued innovation, combined with our ability to work across numerous technologies, will help enable us to capitalize on opportunities for continued robust growth and provide us with visibility into the direction of the broader technology sector.
As part of its commitment to the global effort, the government of Israel resolved in July 2021 to reduce greenhouse gas emissions by at least 85% by 2050 compared to the 2015 baseline. The resolution also sets an intermediate target to reduce such emissions by 27% by 2030 compared to the 2015 baseline.
As part of its commitment to the global effort, the government of Israel resolved in July 2021 to reduce GHG emissions by at least 85% by 2050 compared to the 2015 baseline. The resolution also sets an intermediate target to reduce such emissions by 27% by 2030 compared to the 2015 baseline.
Our procurement teams can then focus on acquiring equipment at an optimal cost without triggering the need to reconfigure the project design. • Procurement: Our global operations have required us to establish, maintain and continuously grow our supply chain as we have expanded our geographic footprint across three continents and 12 different countries.
Our procurement teams can then focus on acquiring equipment at an optimal cost without triggering the need to reconfigure the project design. • Procurement: Our global operations have required us to establish, maintain and continuously grow our supply chain as we have expanded our geographic footprint across four continents and 14 different countries.
In August 2021, we established our operations in the United States through the acquisition of a 90.1% equity interest in Clēnera, a major U.S.-based developer of utility-scale solar energy and energy storage projects.
In August 2021, we established our operations in the United States through the acquisition of a 90.1% equity interest in Clenera, a major U.S.-based developer of utility-scale solar energy and energy storage projects.
These projects, which are located in the Western United States, a region with the highest solar irradiance in the United States, stand to benefit significantly from the use of PTCs as provided for under the Inflation Reduction Act.
These projects, which are located in the Western United States, a region with the highest solar irradiance in the United States, stand to benefit significantly from the use of tax credits as provided for under the Inflation Reduction Act.
For example, Spain and Sweden, two of our key existing European markets, and Italy, one of our key potential growth markets, have each instituted regulatory policies to support and encourage the growth in renewable generation.
For example, Spain and Sweden, two of our key existing European markets, and Italy, one of our key potential growth markets, have each instituted regulatory policies to support and accelerate growth in renewable generation.
Italy recently implemented the Transitional FER X Decree, which aims to promote the construction of plants powered by renewable energy sources, as well as the MACSE Decree which aims to enhance the country’s energy storage capacity.
In 2024, Italy implemented the Transitional FER X Decree, which aims to promote the construction of plants powered by renewable energy sources, as well as the MACSE Decree which aims to enhance the country’s energy storage capacity.
This plan seeks to leverage Snowflake A’s existing interconnect infrastructure with additional generation capacity, in turn lowering the costs and risks of building new sites. Another example is our plan to add 225 MW solar generation and 220 MWh storage capacity to the existing wind farm at the Gecama project in Spain.
This plan seeks to leverage Snowflake A’s existing interconnect infrastructure with additional generation capacity, in turn lowering the costs and risks of building new sites. Another example is our plan to add 227 MW solar generation and 220 MWh storage capacity, currently under construction, to the existing wind farm at the Gecama project in Spain.
In September 2024, the Knesset approved a mechanism for the taxation of greenhouse gas and local pollutant emissions (“Carbon Tax”), which became effective on January 1, 2025.
In September 2024, the Knesset approved a mechanism for the taxation of GHG and local pollutant emissions (“Carbon Tax”), which became effective on January 1, 2025.
Other licensing, permitting and land use requirements Renewable energy projects are also subject to multiple licenses and permits depending on the characteristics of the project, including the requirement to obtain a business license, a toxins permit, an emission permit and a discharge permit, each as required under different provisions of Israeli law.
Other licensing and permitting Renewable energy projects and data centers are also subject to multiple licenses and permits depending on the characteristics of the project, including the requirement to obtain a business license, a toxins permit, an emission permit and a discharge permit, each as required under different provisions of Israeli law.
Additionally, MedLight has been granted an option to acquire the local partner’s holdings by no later than the projects’ COD, and the local partner has been granted a “put option” to sell its holdings to MedLight for a period of five years following the projects’ COD.
Additionally, the U.K. entity has been granted an option to acquire the local partner’s holdings by no later than the projects’ COD, and the local partner has been granted a “put option” to sell its holdings to the U.K. entity for a period of five years following the projects’ COD.
These long-term cash flows facilitate the financing of our overall activity at a competitive cost of capital. Since our founding in 2008, we have transformed into a global renewable energy platform, operating across 12 different countries on 3 (three) continents and across multiple technologies.
These long-term cash flows facilitate the financing of our overall activity at a competitive cost of capital. Since our founding in 2008, we have transformed into a global renewable energy platform, operating across 14 different countries on four continents and across multiple technologies.
For additional information, see Item 4.B “Business Overview.” 72 Item 4A. Unresolved Staff Comments None.
For additional information, see Item 4.B. “Business Overview.” 81 Item 4A. Unresolved Staff Comments None.
Our ability to source attractively priced unsecured debt, leveraging our strong credit rating in Israel (A2 il stable by Midroog, a subsidiary of Moody’s) coupled with our deep relationships with Israeli institutional investors, is a distinct competitive advantage we possess.
Our ability to source attractively priced unsecured debt, leveraging our strong credit rating in Israel (A2 il stable by Midroog, a subsidiary of Moody’s and A il stable by Maalot, a subsidiary of S&P Global) coupled with our deep relationships with Israeli institutional investors, is a distinct competitive advantage we possess.
The Clēnera Acquisition entailed an upfront payment of $158 million with an additional consideration of up to $232 million depending on the achievement of performance-based milestones (the “Earn-Out”), which include the realization of Development Projects and the retention of Clēnera’s two co-founders as employees.
The Clenera Acquisition entailed an upfront payment of $158 million with an additional consideration of up to $232 million depending on the achievement of performance-based milestones (the “Earn-Out”), which include the realization of Development Projects and the retention of Clenera’s two co-founders as employees.
MedLight has committed to injecting capital into the SPVs through shareholder loans pursuant to certain agreed upon milestones, with such loans totaling approximately EUR 25 million for both projects (subject to certain adjustments).
The U.K. entity has committed to injecting capital into the SPVs through shareholder loans pursuant to certain agreed upon milestones, with such loans totaling approximately EUR 25 million for both projects (subject to certain adjustments).
In the last 15 years, in accordance with the policy of the Ministry of Energy and the Israeli government, the EA has taken several important steps intended to promote the construction of solar energy facilities, energy storage facilities and electric vehicle charging stations.
In accordance with the policy of the Ministry of Energy and the Israeli government, the EA has taken several important steps in recent years to promote the construction of solar energy facilities, energy storage facilities and electric vehicle charging stations.
(2) While we own 90.1% of Clēnera, we invest 100% of the equity requirements for our U.S.-based projects.
(2) While we own 90.1% of Clenera, we invest 100% of the equity requirements for our U.S.-based projects.
As a result, corporations are now looking to enter into long duration PPAs in order to secure sufficient renewably sourced electricity.
As a result, corporations are incentivized to enter into long duration PPAs in order to secure sufficient renewably sourced electricity.
The deregulatory decision aims to reduce the centralization of the Israeli electricity sector and open the supply market for the entry of private companies in addition to the Israel Electric Corporation, which currently dominates the supply market.
The deregulatory decision aims to reduce the centralization of the Israeli electricity sector and open the supply market for the entry of private companies in addition to the IEC, which currently dominates the supply market.
In August 2021, we established our operations in the United States through the acquisition of Clēnera, a U.S.-based greenfield developer of utility-scale solar energy and energy s torage projects, with a focus on the Western United States.
In August 2021, we established our operations in the United States through the acquisition of Clenera, a U.S.-based greenfield developer of utility-scale solar energy and energy storage projects, with a focus on the Western United States.
Moreover, as a power producer with approximately 2.5 GW of generation capacity and 1.9 GWh of storage capacity across our Operational Projects as of February 19, 2025, we benefit from steady long-term, contracted cash flow, which we believe will increase as our projects under construction and in pre-construction, including approximately 3.6 GW of generation capacity and approximately 6.7 GWh of energy storage capacity, reach commercial operation.
Moreover, as a power producer with approximately 2.9 GW of generation capacity and 3.4 GWh of storage capacity across our Operational Projects as of February 16, 2026, we benefit from steady long-term, contracted cash flow, which we believe will increase as our projects under construction and in pre-construction, including approximately 3.5 GW of generation capacity and approximately 14.1 GWh of energy storage capacity, reach commercial operation.
With its headquarters based in Boise, Idaho, Clēnera is, to our knowledge, a market leader in the Western United States, pioneering what we believe are the largest renewable energy projects in the region.
With its headquarters based in Boise, Idaho, Clenera is, to our knowledge, a market leader in the Western United States. pioneering what we believe are some of the largest renewable energy projects in the region.
Both Serbia and Kosovo have incentivized renewable energy production through the payment of feed-in tariff premiums within PPAs with an incentive period of 12 years, and more recently Serbia has introduced a contract for difference auction mechanism to promote construction of renewable energy plants.
For instance, in Serbia, Electroprivreda Srbije remains a major generator and distributor. Both Serbia and Kosovo have incentivized renewable energy production through the payment of feed-in tariff premiums within PPAs with an incentive period of 12 years, and more recently Serbia has introduced a contract for difference auction mechanism to promote construction of renewable energy plants.
Currently, we are not a party to any litigation or governmental or other proceeding that we believe will have a material adverse impact on our financial position, results of operations or liquidity.
Except as described above, we are not a party to any litigation or governmental or other proceeding that we believe will have a material adverse impact on our financial position, results of operations or liquidity.
Moreover, the market is characterized by increasing electricity demand. Thus, in the Electricity Sector Report for 2024 published by the EA in September 2024, it was noted that the growth in market demand for electricity increased by approximately 1.2% in 2023 and is expected to increase by approximately 3% per year between the years 2023-2030.
Moreover, the market is characterized by increasing electricity demand. Thus, in the Electricity Sector Report published by the EA in September 2025, it was noted that the growth in market demand for electricity increased by approximately 4.4% in 2024, when in 2023 it was only 1.3%, and is expected to increase by approximately 2.6% per annum between the years 2025-2030.
FERC has granted the request of California investor-owned utilities for a waiver of the mandatory purchase obligation for QF larger than 20 MW in size. In addition, FERC recently amended its PURPA regulations to reduce the rebuttable presumption that small power production facilities in organized markets have nondiscriminatory access to markets from 20MW to 5MW.
FERC has granted the requests of certain investor-owned utilities for a waiver of the mandatory purchase obligation for QFs larger than 20 MW in size. In addition, FERC subsequently amended its PURPA regulations to reduce the rebuttable presumption that small power production facilities in organized markets have nondiscriminatory access to markets from 20MW to 5MW.
To the extent our needs change as our business grows, we expect that additional space and facilities will be available. In addition, our Operational Projects are located on properties secured under long-term leases that are suitable for their operations for the foreseeable future. Employees and human capital management As of March 15, 2025, we had 360 full-time employees.
To the extent our needs change as our business grows, we expect that additional space and facilities will be available. In addition, our Operational Projects are located on properties secured under long-term leases that are suitable for their operations for the foreseeable future. 80 Employees and human capital management As of February 16, 2026, we had 406 full-time employees.
Under the agreements, MedLight will be allocated 75% ownership of the SPVs, and the remaining 25% will be held by the local partner that will furnish certain services to the project until COD.
Under the Moroccan agreements, the U.K. entity will be allocated 75% ownership of the SPVs, and the remaining 25% will be held by the local partner that will furnish certain services to the project until COD.
In select markets we sell electricity under the Merchant Model, where we carefully and strategically take on exposure to Merchant Risk but enter into short-term hedging agreements to actively manage that exposure. As of February 19, 2025, approximately 10% of the capacity of our Mature Projects is exposed to Merchant Risk.
In select markets we sell electricity under the Merchant Model, where we carefully and strategically take on exposure to Merchant Risk but enter into short-term hedging agreements to actively manage that exposure. As of February 16, 2026, approximately 15% of the capacity of our Operational Projects is exposed to Merchant Risk.
This entails creating a decentralized and dispersed network that in case of damage to a specific portion, would not cause widespread blackouts or harm to the economy. The State of Israel may incentivize the establishment of renewable energy as a tool to address energy security threats. Storage Market In Israel, 86% of renewable energy production comes from solar sources.
This entails creating a decentralized and dispersed network that in case of damage to a specific portion, would not cause widespread blackouts or harm to the economy. The State of Israel may incentivize the establishment of renewable energy as a tool to address energy security threats.
Our transformation has been driven by a tailored strategy of gradual entry into new markets, coupled with a clear focus on execution. As a founder-led company with an owner’s mindset, we pride ourselves on our proven track record of success in scaling our business.
Our transformation has been driven by a tailored strategy of gradual entry into new markets, coupled with a clear focus on execution. As a company built by its founders with an owner’s mindset deeply embedded in our culture, we pride ourselves on our proven track record of success in scaling our business.
A renewable generation developer seeking to obtain QF status for a project must file a self-certification or apply for FERC certification, and keep the same up to date at FERC. Renewable generation companies similarly may file to self-certify EWG status with FERC. For example, Apex Solar has self-certified as an EWG at FERC.
A renewable generation developer seeking to obtain QF status for a project must file a self-certification or apply for FERC certification, and keep the same up to date at FERC. Renewable generation companies similarly may file to self-certify EWG status with FERC.
Entities that hold market-based rate authority are subject to certain other filing and reporting obligations at FERC. Apex Solar, for example, has received market-based rate authority from FERC. 61 State Issues While wholesale sales are governed by federal law, state law presumptively governs most retail sales of electricity.
Entities that hold market-based rate authority are subject to certain other filing and reporting obligations at FERC. State Issues While wholesale sales are governed by federal law, state law presumptively governs most retail sales of electricity.
(2) a license free regime allowing any power plant under 16 MW to connect to the grid subject to adherence to certain terms and conditions. In recent years, changes in Israeli regulations have been favourable to us, as such regulations were primarily designed to encourage transition to renewable energy.
(2) a license free regime allowing any power plant under 16 MW by law (in practice, increased to 20.52 MW by EA regulation) to connect to the grid subject to adherence to certain terms and conditions. In recent years, changes in Israeli regulations have been favorable to us, as such regulations were primarily designed to encourage transition to renewable energy.
These issuances, largely funded by our Israeli institutional partners, have directly funded our growth. As of December 31, 2024, we had approximately $612 million of corporate and convertible bonds outstanding with a weighted average effective interest cost of 4.6% and $2.2 billion of loans from banks and other financial institutions.
These issuances, largely funded by Israeli institutional investors, have directly funded our growth. As of December 31, 2025, we had approximately $925 million of corporate and convertible bonds outstanding with a weighted average effective interest cost of 4.9% and $3.9 billion of loans from banks and other financial institutions.
We have an aggregate capacity of approximately 8.6 GWh of battery energy storage projects in our current Mature Project portfolio, of which approximately 7 GWh is based in the United States and approximately 1 GWh is based in Europe.
We have an aggregate capacity of approximately 17.5 GWh of battery energy storage projects in our current Mature Project portfolio, of which approximately 9.5 GWh is based in the United States and approximately 4.7 GWh is based in Europe.
For example, the site of our flagship Snowflake A project in Arizona is designed to include another project, with an additional 650 MW of solar generation capacity and 2.1 GWh of energy storage availability being developed.
For example, the site of our Snowflake A project in Arizona is designed to include another phase of the project, with an additional 656 MW of solar generation capacity and 2.1 GWh of energy storage capacity available to be developed.
Our Advanced Development Projects, which are largely concentrated in the United States and Western Europe, are expected to commence construction within 13 to 24 months of February 19, 2025. As of February 19, 2025, approximately 100% (2.9 GW) of our U.S.-based Advanced Development Projects have reached Advanced Interconnect Status.
Our Advanced Development projects, which are largely concentrated in the United States and Western Europe, are expected to commence construction within 13 to 24 months of February 16, 2026. As of February 16, 2026, approximately 89% (2.5 GW and 5.6 GWh) of our U.S.-based Advanced Development projects have reached Advanced Interconnect Status.
Our successful track record and expertise in project development, having reached ready to build (“RTB”) status on projects with an aggregate capacity of 5.2 GW and 4.3 GWh globally (including projects developed by Clēnera prior to the Clēnera Acquisition) from our founding to February 19, 2025, enable us to identify and deliver highly profitable projects.
Our successful track record and expertise in project development, having reached ready to build (“RTB”) status on projects with an aggregate capacity of 6.8 GW and 8.2 GWh globally (including projects developed by Clenera prior to the Clenera Acquisition) from our founding to February 16, 2026, enable us to identify and deliver highly profitable projects.
Fair and non-discriminatory access to interconnection at the distribution and transmission level is required by law although refusal due to lack of system capacity or insufficient creditworthiness on the part of the applicant is permitted.
Fair and non-discriminatory access to interconnection at the distribution and transmission level is required by law although refusal due to lack of system capacity or insufficient creditworthiness on the part of the applicant is permitted. There is no requirement for a distribution or transmission system operator to expand the system to accommodate an applicant.
Advanced Development Projects and Development Projects Together, our Advanced Development Projects and Development Projects provide us with valuable visibility as to our growth trajectory over the medium to long-term. 52 Advanced Development Projects Our Advanced Development Projects have an aggregate generation capacity of approximately 3.3 GW and aggregate energy storage capacity of approximately 13 GWh, as of February 19, 2025.
Advanced Development Projects and Development projects Together, our Advanced Development Projects and Development Projects provide us with valuable visibility as to our growth trajectory over the medium to long-term. 56 Advanced Development Projects Our Advanced Development projects have an aggregate generation capacity of approximately 3.5 GW and aggregate energy storage capacity of approximately 10.1 GWh, as of February 16, 2026.
The program includes a comprehensive package of incentives, including new tariff structures that will shorten the investment payback period to just five years, tax benefits, regulatory easements for connecting to the electricity grid and subsidized loans for apartment building committees. In November 2023, the Israeli government approved a national outline plan for energy storage.
The program includes a comprehensive package of incentives, including new tariff structures that will shorten the investment payback period to just five years, tax benefits, regulatory easements for connecting to the electricity grid and subsidized loans for apartment building committees.
The forecasted growth in renewable energy generation is driven by a variety of economic, social, regulatory, and policy factors, including: • sweeping renewable energy mandates and regulations as a policy response to climate change; • utility-scale solar energy and wind energy becoming some of the most competitive sources of electricity generation on a levelized cost of energy, or LCOE, basis; • the need for energy independence and security; • growing corporate and investor support for net-zero targets and the decarbonization of energy; • widespread electrification of transportation (particularly automotive vehicles) and other infrastructure that has historically been powered by fossil fuels; and • emergence of energy storage, which enhances the ability of solar energy and wind energy generation to serve as load-following generation while providing additional grid resilience and combating extreme weather events.
The forecasted growth in renewable energy generation is driven by a variety of economic, social, regulatory and policy factors, including: • sweeping renewable energy mandates and regulations as a policy response to climate change, including EU climate-related regulations (such as the Corporate Sustainability Reporting Directive (CSRD) and related climate-policy measures) and California climate-related regulations (including climate-related emissions and disclosure laws); • utility-scale solar energy and wind energy becoming some of the most competitive sources of electricity generation on a levelized cost of energy, or LCOE, basis; • the need for energy independence and security; • growing corporate and investor support for net-zero targets and the decarbonization of energy; • widespread electrification of transportation (particularly automotive vehicles) and other infrastructure that has historically been powered by fossil fuels; • projected growth in the overall demand for energy driven in part by the increasing use of artificial intelligence, which relies heavily on data centers that consume a significant amount of energy; and • emergence of energy storage, which enhances the ability of solar energy and wind energy generation to serve as load-following generation while providing additional grid resilience and combating extreme weather events.
The EA is considering widening the market to very high voltage producers (above 16 MW) under a different regime of trade (trade in supply availability and not in energy).
The EA is considering widening the market to very high voltage producers (above 16 MW by law, or in practice, increased to 20.52 MW by EA regulation) under a different regime of trade (trade in supply availability and not in energy).
Approximately 72 %, totaling approximately 7.6 GW, of our Development Projects by generation capacity are U.S.-based projects. Of our U.S.-based Development Projects, approximately 45 % ( 3.4 GW) of generation capacity has already reached the Advanced Interconnect Status, giving us significant visibility into the likelihood that they will convert into Mature Projects.
Approximately 68%, totaling approximately 7.4 GW and 22.5 GWh of our Development projects by generation capacity are U.S.-based projects. Of our U.S.-based Development projects, approximately 53% (4.6 GWand 12 GWh) of capacity has already reached the Advanced Interconnect Status, giving us significant visibility into the likelihood that they will convert into Mature Projects.
In February 2023, we listed our shares on the Nasdaq Global Select Market under the symbol “ENLT” and our ordinary shares have traded on the Tel Aviv Stock Exchange (“TASE”) since February 2010. We are a company limited by shares and organized under and subject to the laws of the State of Israel.
In February 2023, we listed our shares on the Nasdaq Global Select Market under the symbol “ENLT” and our ordinary shares have traded on the TASE since February 2010. We are a company limited by shares and organized under and subject to the laws of the State of Israel. We are registered with the Israeli Registrar of Companies.
As of December 31, 2024, we had approximately $ 2 billion of project finance debt outstanding from a wide range of financial institutions, including EBRD, J.P. Morgan, HSBC, DekaBank, Erste Bank, KfW, Sabadell, Raiffeisen Bank, Bank Leumi, Bank Hapoalim and others. Moreover, we have significant experience in raisin g tax equity.
As of December 31, 2025, we had approximately $3.7 billion of project finance debt outstanding from a wide range of financial institutions, including EBRD, J.P. Morgan, HSBC, ING Capital, MUFG Bank, Erste Bank, KfW, BNP, Sabadell, Raiffeisen Bank, Bank Leumi, Bank Hapoalim and others. Moreover, we have significant experience in raising tax equity.
For the year ending December 31, 2024, Enlight Enterprise generated revenues from the sale of electricity of $35 million. 56 Enlight Enterprise actively manages the sourcing and resale of electricity to customers using a sophisticated energy management system (“EMS”), which supports commercial decisions regarding the purchase of electricity for resale and optimizes the charging and discharging of batteries in the business unit’s standalone storage network.
Enlight Enterprise actively manages the sourcing and resale of electricity to customers using a sophisticated energy management system (“EMS”), which supports commercial decisions regarding the purchase of electricity for resale and optimizes the charging and discharging of batteries in the business unit’s standalone storage network.
Enlight Enterprise was the first company to engage in direct-to-customer electricity sales within Israel’s deregulated market framework, and has achieved a 50% market share in the renewable energy segment. The EMS system represents an important advantage in maintaining this competitive lead. The Company continues to invest in expanding Enlight Enterprise.
Enlight Enterprise was the first company to engage in direct-to-customer electricity sales within Israel’s deregulated market framework, and has achieved upwards of 30% market share in the deregulated renewable energy segment during 2025. The EMS system represents an important advantage in maintaining this competitive edge. We continue to invest in expanding Enlight Enterprise.
Over the past 17 years, we have transformed into a global renewables platform with, as of February 19, 2025, an approximate of 6.1 GW and 8.6 GWh Mature Project portfolio across 12 different countries and 360 employees, focused on delivering utility-scale renewable energy projects.
Over the past 18 years, we have transformed into a global renewables platform with, as of February 16, 2026, an approximate of 6.4 GW and 17.5 GWh Mature Project portfolio across 13 different countries and 406 employees, focused on delivering utility-scale renewable energy projects.
Securing a grid connection of 300 MW AC will allow us to build projects with a total storage capacity of 1,300 MWh, potentially increasing to 1,900 MWh following the transition to a deregulated market.
Securing a grid connection of 300 MW AC will allow us to build projects with a total storage capacity of 1,300 MWh, potentially increasing to 1,900 MWh following the transition to a deregulated market. According to the tender’s terms, the projects are expected to reach commercial operation by 2028.
From a technological perspective, we develop wind energy and solar energy projects, as well as energy storage projects, both collocated with solar energy projects and on a standalone basis. From a geographical perspective, we operate at scale in 10 different countries throughout Europe, in the U.S. and in Israel.
From a technological perspective, we develop wind energy, solar energy, and energy storage projects, with energy storage collocated with generation capacity and on a standalone basis. From a geographical perspective, we operate in 11 different countries throughout Europe, in the U.S., Morocco, and Israel.
While the importance of government measures designed to support renewable energy projects has declined in recent years as the cost of producing electricity from renewable sources has dropped below that of fossil fuels in Israel, our business is still dependent, to a large extent, on government measures regulating the electricity market, connectivity to the power grid and the sale of electricity that we produce.
Most of our facilities are license-free power plants, mainly photovoltaic cells, and energy storage facilities, both integrated with PV and stand-alone. 72 While the importance of government measures designed to support renewable energy projects has declined in recent years as the cost of producing electricity from renewable sources has dropped below that of fossil fuels in Israel, our business is still dependent, to a large extent, on government measures regulating the electricity market, connectivity to the power grid and the sale of electricity that we produce.
With respect to Europe, we are focused on adding in-house greenfield development capabilities in Northern Europe, either through the hiring of additional personnel or through a potential acquisition of a developer.
With respect to Europe, we are focused on adding in-house greenfield development capabilities in Europe, either through the hiring of additional personnel or through a potential acquisition of a developer. We are also exploring the possibility of inorganic growth through the acquisition of companies or development platforms in all geographies.
As a result, an EWG typically seeks FERC authorization under FPA section 205 to make wholesale sales at market-based rates, or market-based rate authority.
As a result, a renewable generation company typically seeks FERC authorization under FPA section 205 for authority to make wholesale sales at market-based rates.
We are registered with the Israeli Registrar of Companies. Our registration number is 520041146. Our principal executive offices are located at 3 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel. Our website address is www.enlightenergy.co.il , and our telephone number is +972-3-900-8700. We use our website as a means of disclosing material non-public information.
Our registration number is 520041146. Our principal executive offices are located at 3 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel. Our website address is www.enlightenergy.com , and our telephone number is +972-3-900-8700. We use our website as a means of disclosing material non-public information. Such disclosures will be included on our website in the “Investors” sections.
By leveraging the multitude of backgrounds and perspectives of our team and developing ongoing relationships with vendors from different backgrounds, we believe we achieve a collective strength that enhances the workplace and makes us a better business partner for our customers and others with a stake in our success. 71 Legal proceedings We may, from time to time, be involved in litigation and claims arising out of our operations in the ordinary course of business.
By leveraging the multitude of backgrounds and perspectives of our team and developing ongoing relationships with vendors from different backgrounds, we believe we achieve a collective strength that enhances the workplace and makes us a better business partner for our customers and others with a stake in our success.
The conditions in the unified permit will include only aspects that are currently regulated under the aforementioned laws or under the Business Licensing Law, 1968. Although the Integrated Licensing Law is already in force, many of its provisions will become effective only starting in 2027. Renewable energy projects are also subject to land use requirements, including zoning and building regulations.
The conditions in the unified permit will include only aspects that are currently regulated under the aforementioned laws or under the Business Licensing Law, 1968. Although the Integrated Licensing Law is already in force, many of its provisions will become effective only starting in 2027.
Main St., #900, Boise, Idaho 83702. Its telephone number is 208-440-5719. For a description of our principal capital expenditures and divestitures as well as other important events in the development of our business, see Item 5.B. “Liquidity and Capital Resources” and Note 28B(3) to our consolidated financial statements included elsewhere in this Annual Report.
For a description of our principal capital expenditures and divestitures as well as other important events in the development of our business, see Item 5.B. “Liquidity and Capital Resources” and Note 30A(3) to our consolidated financial statements included elsewhere in this Annual Report.
Prior to the Clēnera Acquisition, Clēnera sourced approximately $735 million of tax equity from several major tax equity providers, including PNC, Citibank and M&T. Since the Clēnera Acquisition, we have sourced approximately $618 million of tax equity from several major tax equity providers, including U.S. Bancorp Impact Finance and Bank of America.
Prior to the Clenera Acquisition, Clenera sourced approximately $735 million of tax equity from several major tax equity providers, including PNC, Citibank and M&T. Since the Clenera Acquisition, we have sourced approximately $1.3 billion of tax equity from several major tax equity providers, including U.S. Bancorp Impact Finance, Wells Fargo, JP Morgan, First Citizens Bank, and Bank of America.
Sweden Development of renewable energy generation projects in Sweden are subject to the project company successfully obtaining permits and other administrative authorizations at the state, county and municipal level, including under the Environmental Code and the Planning and Building Act.
Interconnection agreements cover the same commercial issues as those identified in respect of the United States above. 70 Sweden Development of renewable energy generation projects in Sweden are subject to the project company successfully obtaining permits and other administrative authorizations at the state, county and municipal level, including under the Environmental Code and the Planning and Building Act.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeYear ended December 2024 2023 ( *) (in thousands) Revenues $ 377,935 $ 255,702 Tax benefits 20,860 5,440 Total revenues and income 398,795 261,142 Cost of sales (80,696 ) (52,794 ) Depreciation and amortization (108,889 ) (65,796 ) General and administrative expenses (38,847 ) (31,356 ) Development expenses (11,601 ) (6,347 ) Total operating expenses (240,033 ) (156,293 ) Gains from projects disposals 601 9,847 Other income, net 16,172 43,447 Operating profit 175,535 158,143 Finance income 20,439 36,799 Finance expenses (107,844 ) (68,143 ) Total finance expenses, net (87,405 ) (31,344 ) Profit before tax and equity loss 88,130 126,799 Share of losses of equity accounted investees (3,350 ) (330 ) Profit before income taxes 84,780 126,469 Taxes on income (18,275 ) (28,428 ) Profit for the year $ 66,505 $ 98,041 Profit for the year attributed to: Owners of the Company 44,209 70,924 Non-controlling interests 22,296 27,117 Year ended December 2024 2023 ( *) Total revenues and income 100 % 100 % Cost of sales (20.2 )% (20.2 )% Depreciation and amortization (27.3 )% (25.2 )% General and administrative expenses (9.8 )% (12.0 )% Development expenses (2.9 )% (2.4 )% Total operating expenses (60.2 )% (59.8 )% Gains from projects disposals 0.2 % 3.8 % Other income, net 4.0 % 16.6 % Operating profit 44.0 % 60.6 % Finance income 5.1 % 14.1 % Finance expenses (27.0 )% (26.1 )% Total finance expenses, net (21.9 )% (12.0 )% Profit before tax and equity loss 22.1 % 48.6 % Share of losses of equity accounted investees (0.8 )% (0.2 )% Profit before income taxes 21.3 % 48.4 % Taxes on income (4.6 )% (10.9 )% Profit for the year 16.7 % 37.5 % Profit for the year attributable to: Owners of the Company 11.1 % 27.2 % Non-controlling interests 5.6 % 10.3 % (*) In 2024, the Company changed the presentation of its Income Statement, to include the presentation of specific items such as Tax Benefits that were previously included in Other Income and to remove Gross Profit.
Biggest changeYear ended December 2025 2024 (in thousands) Revenues $ 488,596 $ $377,935 Tax benefits 93,668 20,860 Total revenues and income 582,264 398,795 Cost of sales (134,381 ) (80,696 ) Depreciation and amortization ( 149,922 ) (108,889 ) General and administrative expenses ( 57,955 ) (38,847 ) Development expenses ( 12,190 ) (11,601 ) Total operating expenses ( 354,448 ) (240,033 ) Gains from projects disposals 96,431 ,601 Other income, net 7,931 16,172 Operating profit 332,178 175,535 Finance income 40,851 20,439 Finance expenses ( 164,730 ) (107,844 ) Total finance expenses, net ( 123,879 ) (87,405 ) Profit before tax and equity loss 208,299 88,130 Share of losses of equity accounted investees (3,722 ) (3,350 ) Profit before income taxes 204,577 84,780 Taxes on income ( 43,875 ) (18,275 ) Profit for the year $ $160,702 $ $66,505 Profit for the year attributed to: Owners of the Company 132,104 44,209 Non-controlling interests 28,598 22,296 89 The following table presents our revenues from electricity, green certificates and operation of facilities and our revenues from construction and management services as a percentage of our total revenue for each period presented above.
Overview We are a global renewable energy platform, founded in 2008, and publicly traded on the TASE since February 2010 and Nasdaq since February 2023. We develop, finance, construct, own and operate utility-scale renewable energy projects. We primarily generate revenue from the sale of electricity produced by our renewable energy facilities, pursuant to long-term PPAs.
Overview We are a global renewable energy platform, founded in 2008, and publicly traded on the TASE since February 2010 and on Nasdaq since February 2023. We develop, finance, construct, own and operate utility-scale renewable energy projects. We primarily generate revenue from the sale of electricity produced by our renewable energy facilities, pursuant to long-term PPAs.
The Series F Debentures weighted average effective interest rate is approximately 4.4%; • the Series F Debentures are not secured by any collateral or other security; and • so long as the Series F Debentures remain outstanding, we are required to meet the following financial covenants: • equity according to our financial statements (audited or reviewed) will not be less than NIS 375 million (approximately $103.4 million); • the ratio between standalone net financial debt and net cap will not exceed 70% during two consecutive financial statements (audited or reviewed); • should standalone net financial debt exceed NIS 10 million (approximately $2.8 million), the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 18 during more than two consecutive financial statements (audited or reviewed); • the equity to total balance sheet ratio in our standalone reports will be no less than 20% during two consecutive financial statements (audited or reviewed); • we will not create and/or will not agree to create, in favour of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and • we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.
The Series F Debentures weighted average effective interest rate is approximately 4.4%; • the Series F Debentures are not secured by any collateral or other security; and • so long as the Series F Debentures remain outstanding, we are required to meet the following financial covenants: • equity according to our financial statements (audited or reviewed) will not be less than NIS 375 million (approximately $103.4 million); • the ratio between standalone net financial debt and net cap will not exceed 70% during two consecutive financial statements (audited or reviewed); • should standalone net financial debt exceed NIS 10 million (approximately $2.8 million), the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 18 during more than two consecutive financial statements (audited or reviewed); • the equity to total balance sheet ratio in our standalone reports will be no less than 20% during two consecutive financial statements (audited or reviewed); • we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and • we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.
With respect to gains (losses) from asset disposals, as part of our strategy to accelerate growth and reduce the need for equity financing, the Company sells parts or the entirety of selected renewable energy project assets from time to time, and therefore includes realized gains or losses from these asset disposals in Adjusted EBITDA.
With respect to gains (losses) from asset disposals, as part of our strategy to accelerate growth and reduce the need for equity financing, the Company sells parts of or the entirety of selected renewable project assets from time to time, and therefore includes realized gains or losses from these asset disposals in Adjusted EBITDA.
If we are unable to raise additional capital when required or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would adversely affect our business, financial condition and results of operations. 85 Financing the construction of our projects Our projects are long-term infrastructure assets that require significant upfront investment but minimal ongoing capital investments and expenses due to the inherently-free costs of wind and sunlight allowing for the generation of high margins throughout their useful life.
If we are unable to raise additional capital when required or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would adversely affect our business, financial condition and results of operations. 96 Financing the construction of our projects Our projects are long-term infrastructure assets that require significant upfront investment but minimal ongoing capital investments and expenses due to the inherently-free costs of wind and sunlight allowing for the generation of high margins throughout their useful life.
Cost of sales Our cost of sales for total revenues and income or from the operation of renewable energy facilities includes expenses associated with the ongoing operations of our projects such as project site maintenance, municipal taxes, rent and insurance.
Operating expenses Cost of sales Our cost of sales for total revenues and income or from the operation of renewable energy facilities includes expenses associated with the ongoing operations of our projects such as project site maintenance, municipal taxes, rent and insurance.
Operating expenses General and administrative expenses General and administrative expenses consist primarily of employee compensation, including share-based compensation and directly attributable or allocated corporate costs including, legal, accounting, treasury and information technology expenses, office expenses, professional fees, and other corporate services costs.
General and administrative expenses General and administrative expenses consist primarily of employee compensation, including share-based compensation and directly attributable or allocated corporate costs including, legal, accounting, treasury and information technology expenses, office expenses, professional fees, and other corporate services costs.
Our primary uses of operating cash are amounts due to vendors related to the operation of our renewable energy projects, as well as our general and administrative expenses.
Our primary uses of operating cash are amounts due to vendors related to the operation and maintenance of our renewable energy projects, as well as our general and administrative expenses.
Certain information called for by this Item 5, including a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022 has been reported previously in Part I, Item 5. of our Annual Report on Form 20-F for the fiscal year ended December 31, 2023 filed with the SEC on March 28, 2024.
Certain information called for by this Item 5, including a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023 has been reported previously in Part I, Item 5. of our Annual Report on Form 20-F for the fiscal year ended December 31, 2024 filed with the SEC on March 28, 2025.
Our liquidity and capital requirements mostly relate to: • constructing our projects (including equipment costs, EPC costs and other construction costs); • project origination initiatives to produce Mature Projects (including development expenditures, security deposits, letters of credit, equipment deposits and project acquisitions); • general and administrative expenses and other overhead costs; • liquidity reserve for unforeseen events; and • other growth-related investment opportunities.
Our liquidity and capital requirements mostly relate to: • constructing our projects (including equipment costs, EPC costs and other construction costs); • project origination initiatives to produce Mature Projects (including development expenditures, security deposits, letters of credit, equipment deposits and acquisitions of companies and/or project); • general and administrative expenses and other overhead costs; • liquidity reserve for unforeseen events; and • other growth-related investment opportunities.
The Series C Debentures were issued under certain terms, including, but not limited to, the following terms: • the Series C Debentures are not linked to index or currency; • the Series C Debentures are repayable in a single payment on September 1, 2028; • the Series C Debentures weighted average interest rate and effective interest rate is approximately 1.5% and 3.2%, respectively.
The Series C Debentures were issued under certain terms, including, but not limited to, the following terms: • the Series C Debentures are not linked to index or currency; • the Series C Debentures are repayable in a single payment on September 1, 2028; • the Series C Debentures weighted average interest rate and effective interest rate is approximately 1.5% and 3.31%, respectively.
Our exposure to rising interest rates relates primarily to either financing projects under construction whereby the base rate is set at each date the facility is drawn, as well as projects under development for which PPAs have been signed but financing has not yet been arranged.
Our exposure to high interest rates relates primarily to either financing projects under construction whereby the base rate is set at each date the facility is drawn, as well as projects under development for which PPAs have been signed but financing has not yet been arranged.
For a discussion of our results of operations for the year ended December 31, 2023, including a year-to-year comparison between 2023 and 2022, and a discussion of our liquidity and capital resources for the year ended December 31, 2023, refer to Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on March 28, 2024.
For a discussion of our results of operations for the year ended December 31, 2024, including a year-to-year comparison between 2024 and 2023, and a discussion of our liquidity and capital resources for the year ended December 31, 2024, refer to Item 5 of our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 28, 2025.
For more information regarding our other sources of revenues from the sale of electricity, see “—Components of Our Results of Operations—Total revenues and income.” Key Factors Affecting Our Performance We believe that the growth and future success of our business depends on many factors.
For more information regarding our other sources of revenues from the sale of electricity, see “—Components of Our Results of Operations—Revenues.” Key Factors Affecting Our Performance We believe that the growth and future success of our business depends on many factors.
As a consequence of Clēnera not achieving pre-agreed development milestones, our liabilities in respect of the Earn-Out are no longer effective as of December 31, 2024. As a result, the total Earn-Out payment will be significantly lower than the originally agreed maximum amount of $232 million, and the total consideration for the Clēnera Acquisition will be lower than originally anticipated.
As a consequence of Clenera not achieving pre-agreed development milestones, our liabilities in respect of the Earn-Out are no longer effective as of December 31, 2024. As a result, the total Earn-Out payment will be significantly lower than the originally agreed maximum amount of $232 million, and the total consideration for the Clenera Acquisition will be lower than originally anticipated.
In addition to the Earn-Out, the founders of Clēnera retain an option to sell their remaining 9.9% ownership stake to us for up to $43 million (depending on the achievement of certain milestones and calculation of the final acquisition price ), exercisable on the fifth anniversary of the consummation of the Clēnera Acquisition , i.e. August 2026. C.
In addition to the Earn-Out, the founders of Clenera retain an option to sell their remaining 9.9% ownership stake to us for up to $43 million (depending on the achievement of certain milestones and calculation of the final acquisition price), exercisable on the fifth anniversary of the consummation of the Clenera Acquisition, i.e. August 2026. C.
Price volatility in recent years has also emphasized the need for national energy security for European countries, as well as diversification away from imported hydrocarbons, with domestically produced and carbon-free renewable energy providing an ideal way to meet these goals.
Price volatility in recent years has also emphasized the need for national energy security for European countries, as well as diversification away from imported fossil fuels, with domestically produced and carbon-free renewable energy providing an ideal way to meet these goals.
The Series H Debentures were issued under certain terms, including, but not limited to, the following terms: • the Series H Debentures are not linked to index or currency; • the Series H Debentures are repayable in four annual payments, each at the rate of 25% of the principal of the Series H Debentures, which will be paid on September 1 of each of the years 2030 through 2033 (inclusive); • the Series H Debentures bear a fixed annual interest of 4%, to be paid semi-annually, in March and September of each of the years 2025 to 2033 (inclusive), starting on September 1, 2025; • the unpaid principal balance of the Series H Debentures is convertible into ordinary shares, according to the following schedule: from the date of listing of the Series H Debentures on the TASE and until August 31, 2027, each NIS 80 (or approximately $22.50) par value of the Series H Debentures will be convertible into one of our ordinary shares and (ii) from September 1, 2028 to August 22, 2033, each NIS 1000 (or approximately $281.32) par value of the Series H Debentures will be convertible into one of our ordinary shares; • the Series H Debentures is not secured by any collateral or other security; and • so long as the Series H Debentures remain outstanding, we are required to meet the following financial covenants: • equity will not be less than $600 million during two consecutive financial statements (audited or reviewed); • the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed); • the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 17 during two consecutive financial statements (audited or reviewed); • the equity to total balance sheet ratio in our standalone reports will be no less than 28% during two consecutive financial statements (audited or reviewed); • we will not create and/or will not agree to create, in favour of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and • we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.
The Series H Debentures were issued under certain terms, including, but not limited to, the following terms: • the Series H Debentures are not linked to index or currency; • the Series H Debentures are repayable in four annual payments, each at the rate of 25% of the principal of the Series H Debentures, which will be paid on September 1 of each of the years 2030 through 2033 (inclusive); • the Series H Debentures bear a fixed annual interest of 4%, to be paid semi-annually, in March and September of each of the years 2025 to 2033 (inclusive), starting on September 1, 2025; • the unpaid principal balance of the Series H Debentures is convertible into ordinary shares, according to the following schedule: from the date of listing of the Series H Debentures on the TASE and until August 31, 2027, each NIS 80 (or approximately $22.50) par value of the Series H Debentures will be convertible into one of our ordinary shares and (ii) from September 1, 2027 to August 22, 2033, each NIS 1000 (or approximately $281.32) par value of the Series H Debentures will be convertible into one of our ordinary shares; 102 • the Series H Debentures is not secured by any collateral or other security; and • so long as the Series H Debentures remain outstanding, we are required to meet the following financial covenants: • equity will not be less than $600 million during two consecutive financial statements (audited or reviewed); • the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed); • the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 17 during two consecutive financial statements (audited or reviewed); • the equity to total balance sheet ratio in our standalone reports will be no less than 28% during two consecutive financial statements (audited or reviewed); • we will not create and/or will not agree to create, in favour of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; • we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures; and • Mechanism was determined for adjusting the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of it.
We expect that the utilization of PTCs and the potential elimination of tax equity investment may both significantly reduce the equity requirement for our Mature Projects in the United States and reduce transaction costs. 86 Project equity In general, we utilize project equity to fund the residual 10% to 30% of the total project costs.
We expect that the utilization of PTCs and the potential elimination of tax equity investment may both significantly reduce the equity requirement for our Mature Projects in the United States and reduce transaction costs. Project equity In general, we utilize project equity to fund the residual 0% to 30% of the total project costs.
Our critical accounting judgements and sources of estimation uncertainty are described in Note 4 to our consolidated financial statements included elsewhere in this Annual Report. 97
Our critical accounting judgements and sources of estimation uncertainty are described in Note 4 to our consolidated financial statements included elsewhere in this Annual Report. 107
Below are some key milestones that we have achieved since our founding: 2008 Our Founding 2009 First project finance closed in Israel for rooftop solar energy project 2010 Listing on the Tel Aviv Stock Exchange 2011 Initiation of onshore wind energy development activities in Israel 2012 First solar energy project in Europe 2013 Onset of construction of Halutzyut, the largest solar energy project in Israel at the time 2014 First wind energy project in Europe 2015 Commercial operation of Halutzyut 2016 Entry into the Balkan wind energy market 2017 Entry into the Hungarian solar energy market 2018 Acquisition of the biggest onshore wind energy project under development in Spain 2019 Entry into the Swedish wind energy market 2020 Acquisition of Björnberget, one of the largest onshore wind energy farms in Europe 2021 Entry into the United States through the Clēnera Acquisition 2023 Listing on Nasdaq; first operational project in the United States 2024 Our flagship U.S. project, Atrisco Solar and Storage, became operational 73 Our Business Model We primarily generate revenue from the sale of electricity produced by our renewable energy facilities, which we sell to local electricity authorities, utilities and corporations pursuant to long-term PPAs, with terms ranging from 10 to 30 years.
Below are some key milestones that we have achieved since our founding: 2008 Our Founding 2009 First project finance closed in Israel for rooftop solar energy project 2010 Listing on the Tel Aviv Stock Exchange 2011 Initiation of onshore wind energy development activities in Israel 2012 First solar energy project in Europe 2013 Onset of construction of Halutzyut, the largest solar energy project in Israel at the time 2014 First wind energy project in Europe 2015 Commercial operation of Halutzyut 2016 Entry into the Balkan wind energy market 2017 Entry into the Hungarian solar energy market 2018 Acquisition of the biggest onshore wind energy project under development in Spain 2019 Entry into the Swedish wind energy market 2020 Acquisition of Björnberget, one of the largest onshore wind energy farms in Europe 2021 Entry into the United States through the Clenera Acquisition 2023 Listing on Nasdaq; first operational project in the United States 2024 Our U.S. project, Atrisco Solar and Storage, became operational 2025 Significant entry into the stand-alone storage market in Europe 82 Our Business Model We primarily generate revenue from the sale of electricity produced by our renewable energy facilities, which we sell to local electricity authorities, utilities and corporations pursuant to long-term PPAs, with terms ranging from 10 to 30 years.
The Series D Debentures were issued under certain terms, including, but not limited to, the following terms: • the Series D Debentures are not linked to index or currency; • the Series D Debentures are repayable in two payments, each at a rate of 50% of the principal amount, on September 1, 2027 and 2029; • the Series D Debentures bear a fixed annual interest of 1.5%, to be paid semi-annually, in March and September of each of the years 2021 to 2029 (inclusive); • the Series D Debentures effective interest rate is approximately 5.3%; • the Series D Debentures is not secured by any collateral or other security; and • so long as the Series D Debentures remain outstanding, we are required to meet the following financial covenants: • equity according to our financial statements (audited or reviewed) will not be less than NIS 1,250 million (approximately $344.6 million); • the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed); • the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited or reviewed); • the equity to total balance sheet ratio in our standalone reports will be no less than 25% during two consecutive financial statements (audited or reviewed); • we will not create and/or will not agree to create, in favour of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and • we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.
The Series D Debentures were issued under certain terms, including, but not limited to, the following terms: • the Series D Debentures are not linked to index or currency; • the Series D Debentures are repayable in two payments, each at a rate of 50% of the principal amount, on September 1, 2027 and 2029; • the Series D Debentures bear a fixed annual interest of 1.5%, to be paid semi-annually, in March and September of each of the years 2021 to 2029 (inclusive); • the Series D Debentures effective interest rate is approximately 5.3%; • the Series D Debentures is not secured by any collateral or other security; and • so long as the Series D Debentures remain outstanding, we are required to meet the following financial covenants: • equity according to our financial statements (audited or reviewed) will not be less than NIS 1,250 million (approximately $344.6 million); • the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed); • the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited or reviewed); • the equity to total balance sheet ratio in our standalone reports will be no less than 25% during two consecutive financial statements (audited or reviewed); • we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and • we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures. • Mechanism was determined to adjust the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of it.
Project finance typically accounts for approximately 35% to 90% of total project costs, depending on the other financing sources that are available for a given project (i.e. long-term loans or tax equity partnerships). When structuring project finance, we evaluate our alternatives holistically.
Project finance typically accounts for approximately 70% to 100% of total project costs, depending on the other financing sources that are available for a given project (i.e. long-term loans or tax equity partnerships). When structuring project finance, we evaluate our alternatives holistically.
We have borrowed from over 35 different financial institutions, highlighting our deep network of banking relationships across our target markets.
We have borrowed from over 40 different financial institutions, highlighting our deep network of banking relationships across our target markets.
As we accelerate our activity in the United States through Clēnera and our overall business grows, we believe the U.S. capital market will be a key source of capital going forward.
As we accelerate our activity in the United States through Clenera and our overall business grows, we believe the U.S. capital market will be a key source of capital going forward.
By December 31, 2023, NIS 80,570 par value of Series C Debentures were converted to 895 ordinary shares; and (ii) from January 1, 2024 to August 22, 2028, each NIS 240 (or approximately $66.2) par value of the Series C Debentures will be convertible into one of our ordinary shares; • the Series C Debentures is not secured by any collateral or other security; and • so long as the Series C Debentures remain outstanding, we are required to meet the following financial covenants: • equity according to our financial statements (audited or reviewed) will not be less than NIS 1,250 million (approximately $344.6 million); • the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed); • the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited or reviewed); • the equity to total balance sheet ratio in our standalone reports will be no less than 25% during two consecutive financial statements (audited or reviewed); • we will not create and/or will not agree to create, in favour of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and • we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.
By December 31, 2023, NIS 80,570 par value of Series C Debentures were converted to 895 ordinary shares; and (ii) from January 1, 2024 to August 22, 2028, each NIS 240 (or approximately $66.2) par value of the Series C Debentures will be convertible into one of our ordinary shares; • the Series C Debentures is not secured by any collateral or other security; and • so long as the Series C Debentures remain outstanding, we are required to meet the following financial covenants: • equity according to our financial statements (audited or reviewed) will not be less than NIS 1,250 million (approximately $344.6 million); • the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed); • the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 15 during more than two consecutive financial statements (audited or reviewed); • the equity to total balance sheet ratio in our standalone reports will be no less than 25% during two consecutive financial statements (audited or reviewed); • we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; • we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures; and • Mechanism was determined to adjust the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of it.
Although seasonality may affect us on a project-by-project level, our geographic and technological diversity reduces seasonal effects on our global business performance. 76 Components of Our Results of Operations Revenues We primarily generate revenue from the sale of electricity produced by our renewable energy facilities which we sell to local electricity authorities, utilities and corporations pursuant to long-term PPAs, with terms ranging from 10 to 30 years.
Although seasonality may affect us on a project-by-project level, our geographic and technological diversity reduces seasonal effects on our global business performance. 85 Components of Our Results of Operations Revenues We primarily generate revenue from the sale of electricity produced by our renewable energy facilities which we sell to local electricity authorities, utilities and corporations pursuant to long-term PPAs, with terms ranging from 5 to 25 years.
As of December 31, 2024, the remaining principal balance for payment in respect of the Series C Debentures was approximately $145.8 million. 90 Debentures (Series D) In July 2021, we issued NIS 385,970,000 (or approximately $106.4 million) par value debentures (the “Series D Debentures”), and in October and November 2024 we have expanded that series by issuing additional Series D Debentures in amounts of NIS 591,016,000 (or approximately $156.6 million) and NIS 200,000,000 (or approximately $54.7 million), respectively.
As of December 31, 2025, the remaining principal balance for payment in respect of the Series C Debentures was approximately $166.6 million. 100 Debentures (Series D) In July 2021, we issued NIS 385,970,000 (or approximately $106.4 million) par value debentures (the “Series D Debentures”), and in October and November 2024 we have expanded that series by issuing additional Series D Debentures in amounts of NIS 591,016,000 (or approximately $156.6 million) and NIS 200,000,000 (or approximately $54.7 million), respectively.
The interest will be paid on a quarterly basis; and • so long as the Credit Facilities remain outstanding, we are required to meet the following covenants: • to submit routine and standard reports to the Lenders; • to maintain a rating of Baa3.il, or a corresponding rating, from one of the local rating agencies (Maalot or Midroog), or from one of the international rating agencies (Moody’s and/or S&P); • to maintain a current negative pledge and a negative pledge in favour of the Lenders, in respect of proceeds which will be received by some of our subsidiaries, as defined in the Credit Agreements; • to maintain our total equity, as defined in the Credit Agreements, above a total of NIS 1 billion (or approximately $275.7 million); • the ratio between standalone net financial debt and net cap will not exceed 70% during two consecutive quarters; • the result obtained by dividing the net financial debt ratio by operating profit for debt service, on a consolidated basis, will not exceed 18 during two consecutive quarters; and • the equity to total balance sheet ratio, on a standalone basis in our separate financial information, as defined in the Credit Agreements, will not fall below 20% during two consecutive quarters.
The interest will be paid on a quarterly basis; and • so long as the Credit Facilities remain outstanding, we are required to meet the following covenants: • to submit routine and standard reports to the Lenders; 103 • to maintain a rating of Baa3.il, or a corresponding rating, from one of the local rating agencies (Maalot or Midroog), or from one of the international rating agencies (Moody’s and/or S&P); • to maintain a current negative pledge and a negative pledge in favour of the Lenders, in respect of proceeds which will be received by some of our subsidiaries, as defined in the Credit Agreements; • to maintain our total equity, as defined in the Credit Agreements, above a total of NIS 1.25 billion (or approximately $391.8 million); • the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive quarters; • the result obtained by dividing the net financial debt ratio by operating profit for debt service, on a consolidated basis, will not exceed 15 during two consecutive quarters; and • the equity to total balance sheet ratio, on a standalone basis in our separate financial information, as defined in the Credit Agreements, will not fall below 25 % during two consecutive quarters.
We anticipate that, in the near term, our absolute cost of sales will increase as we increase the number of Operational Projects but on a relative basis, our cost of sale to total revenues and income ratio will not change materially. 77 Depreciation and amortization Depreciation and amortization expense primarily reflects depreciation of our projects over their estimated useful lives.
We anticipate that, in the near term, our absolute cost of sales will continue to increase as we increase the number of Operational Projects but, on a relative basis, we expect that our cost of sales to total revenues and income ratio will not change materially. 86 Depreciation and amortization Depreciation and amortization expense primarily reflects depreciation of our projects over their estimated useful lives.
The increase was primarily driven by a $4.5 million increase in employee salaries and benefits resulting from the hiring of additional personnel in the ordinary course of business, and a $2.4 million increase in advisory fees related to the global expansion of our business.
The increase was primarily driven by a $15 million increase in employee salaries and benefits resulting from the hiring of additional personnel in the ordinary course of business, and a $4.1 million increase in advisory fees related to the global expansion of our business.
According to LevelTen Energy, national PPA prices for solar power have risen to approximately $57 per MWh by the end of 2024, an increase of approximately 108% from the start of 2021. This increase was driven by greater demand for electricity in the country, linked in part to the broader use of electricity in the transport and information technology sectors.
According to LevelTen Energy, national PPA prices for solar power have risen to approximately $68 per MWh by the end of 2025, an increase of approximately 99% from the start of 2021. This increase was driven by greater demand for electricity in the country, linked in part to the broader use of electricity in the transport and information technology sectors.
We expect that in the near term our general and administration expenses will increase in absolute numbers as we grow our team but will decrease as a percentage of total revenues and income as more projects become operational.
We expect that in the near term our general and administration expenses will continue to increase in absolute numbers as we grow our team but we expect that over the mid-term it will decrease as a percentage of total revenues and income as more projects become operational.
As of December 31, 2024, the remaining principal balance for payment in respect of the Series F Debentures was approximately $176.2 million. 89 Debentures (Series C) In July 2021 and March 2022, respectively, we issued NIS 367,220,000 (or approximately $101.2 million) and NIS 164,363,000 (or approximately $45.3 million) par value of debentures, respectively (the “Series C Debentures”).
As of December 31, 2025, the remaining principal balance for payment in respect of the Series F Debentures was approximately $174.6 million. 99 Debentures (Series C) In July 2021 and March 2022, respectively, we issued NIS 367,220,000 (or approximately $101.2 million) and NIS 164,363,000 (or approximately $45.3 million) par value of debentures, respectively (the “Series C Debentures”).
Our revenue from projects outside of the United States represented 97% and 98 % of all revenues from the sale of electricity in the year ended December 31, 2023 and 2024, respectively.
Our revenue from projects outside of the United States represented 98% and 74% of all revenues from the sale of electricity in the year ended December 31, 2024 and 2025, respectively.
As of the date of this Annual Report, we have approximately $857 million of corporate and convertible bonds outstanding with a weighted average duration of approximately 3.8 years, at a weighted average effective interest rate of 4.9%.
As of the date of this Annual Report, we have approximately $925 million of corporate and convertible bonds outstanding with a weighted average duration of approximately 2.9 years, at a weighted average effective interest rate of 4.9%.
See “—Holding Company—Level Debt Overview—Debentures (Series G)” and “—Holding Company—Level Debt Overview—Debentures (Series H).” The Company intends to use the net proceeds from the offering for investments in its large-scale portfolio in the United States, Europe and MENA, and for other general corporate purposes.
See “—Holding Company—Level Debt Overview—Debentures (Series G)” and “—Holding Company—Level Debt Overview—Debentures (Series H).” The net proceeds from the offering are being used for investments in its large-scale portfolio in the United States, Europe and MENA, and for other general corporate purposes.
The Series G Debentures were issued under certain terms, including, but not limited to, the following terms: • the Series G Debentures are not linked to index or currency; • the Series G Debentures are repayable in four annual payments, each at the rate of 25% of the principal of the Series G Debentures, which will be paid on September 1 of each of the years 2030 through 2033 (inclusive); • the Series G Debentures bear a fixed annual interest of 5%, to be paid semi-annually, in March and September of each of the years 2025 to 2033 (inclusive), starting on September 1, 2025; • the Series G Debentures is not secured by any collateral or other security; and • so long as the Series G Debentures remain outstanding, we are required to meet the following financial covenants: • equity will not be less than $600 million during two consecutive financial statements (audited or reviewed); • the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed); • the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 17 during two consecutive financial statements (audited or reviewed); • the equity to total balance sheet ratio in our standalone reports will be no less than 28% during two consecutive financial statements (audited or reviewed); • we will not create and/or will not agree to create, in favour of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; and • we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures.
The Series G Debentures were issued under certain terms, including, but not limited to, the following terms: • the Series G Debentures are not linked to index or currency; • the Series G Debentures are repayable in four annual payments, each at the rate of 25% of the principal of the Series G Debentures, which will be paid on September 1 of each of the years 2030 through 2033 (inclusive); • the Series G Debentures bear a fixed annual interest of 5%, to be paid semi-annually, in March and September of each of the years 2025 to 2033 (inclusive), starting on September 1, 2025; • the Series G Debentures is not secured by any collateral or other security; and • so long as the Series G Debentures remain outstanding, we are required to meet the following financial covenants: • equity will not be less than $600 million during two consecutive financial statements (audited or reviewed); • the ratio between standalone net financial debt and net cap will not exceed 65% during two consecutive financial statements (audited or reviewed); • the ratio of net financial debt (consolidated) to EBITDA (as defined in the indenture) as of the calculation date (if any) will not exceed 17 during two consecutive financial statements (audited or reviewed); The debt attributed to the projects during the construction stage (including senior debt and mezzanine non-recourse loans) will not be included in that calculation. • the equity to total balance sheet ratio in our standalone reports will be no less than 28% during two consecutive financial statements (audited or reviewed); • we will not create and/or will not agree to create, in favor of any third party whatsoever, a floating charge of any priority on all of its assets, i.e., a general floating charge, to secure any debt or obligation whatsoever; • we will not perform any distribution except subject to the cumulative conditions specified in the trust deed of the debentures; and • Mechanism was determined for adjusting the interest rate due to a deviation from the financial covenants and due to a change in the rating or discontinuation of it.
Given the geographic composition of our portfolio and its high solar irradiance profile (90% of our Mature Projects portfolio and 72% of our total portfolio in the United States as of February 19, 2025 was located in the Western United States), we envision that many of our projects will opt to claim PTCs rather than ITCs.
Given the geographic composition of our portfolio and its high solar irradiance profile (91% of our Mature Projects portfolio and 62% of our total portfolio in the United States as of February 16, 2026 was located in the Western United States), we envision that many of our projects will opt to claim PTCs rather than ITCs.
For the year ended December 31, 2024, net cash provided by operating activities of $193.1 million was attributable to a net income of $66.5 million, adjusted by net, non-cash charges of $196.6 million, a net decrease in working capital of $3.4 million, net cash interest expense of $62.2 million, cash income tax payment of $11.2 million.
For the year ended December 31, 2024, net cash provided by operating activities of $255.3 million was attributable to a net income of $66.5 million, adjusted by net, non-cash charges of $196.6 million, a net increase in working capital of $3.4 million, income tax payment of $11.2 million.
As of December 31, 2024, we had raised approximately $2.4 billion in project financing since our founding and had approximately $2 billion of project finance debt outstanding. Our project finance debt, with an average duration of approximately 7.5 years, has been secured at an all-in weighted average interest rate of 4%, of which 93% is fixed-rate.
As of December 31, 2025, we had raised approximately $4.3 billion in project financing since our founding and had approximately $3.7 billion of project finance debt outstanding. Our project finance debt, with an average duration of approximately 10 years 1 , has been secured at an all-in weighted average interest rate of 4%, of which 88% is fixed-rate.
As the cash flow from our Operational Projects increases, we will have more flexibility to determine whether to fund our ongoing operations using holding company level debt or equity offerings, cash on our balance sheet, or a combination of both. In our opinion, our working capital is sufficient to meet our present cash requirements.
As the cash flow from our Operational Projects increases, we will have more flexibility to determine whether to fund our ongoing operations using holding company level debt or equity offerings, cash on our balance sheet, or a combination of both.
Revenues from our PPAs comprised approximately 67% and 75 % of all revenues from the sale of electricity in 2023 and 2024, respectively, while revenues generated from the sale of electricity under a Merchant Model comprised approximately 29% and 14 % of all revenues from the sale of electricity in 2023 and 2024.
Revenues from our PPAs comprised approximately 75% and 80% of all revenues from the sale of electricity in 2024 and 2025, respectively, while revenues generated from the sale of electricity under a Merchant Model comprised approximately 14% and 10% of all revenues from the sale of electricity in 2024 and 2025.
For more information, see Item 3.D “Risk Factors—Risks related to development and construction of our renewable energy projects— Disruptions in our supply chain for materials and components and the resulting increase in equipment and logistics costs and delays could adversely affect our financial performance.” Major equipment malfunctions leading to project shutdowns In November 2024, one of the blades in a wind turbine generator in the Björnberget wind farm failed, which led to a temporary shutdown of the wind farm.
“Risk Factors—Risks related to development and construction of our renewable energy projects—Disruptions in our supply chain for materials and components and the resulting increase in equipment and logistics costs and delays could adversely affect our financial performance.” In November 2024, one of the blades in a wind turbine generator at our Björnberget wind farm in Sweden failed, which led to a temporary shutdown of the wind farm.
The increase in net cash used in investing activities for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily driven by an increase in project development and construction activities.
The increase in net cash used in investing activities for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily driven by an increase in project purchase, development and construction activities and Changes in restricted cash and bank deposits, net.
Most of our project finance debt in Israel, totaling approximately $750 million as of December 31, 2024, is indexed to the Israeli consumer price index. The inflationary impact on the principal balance of our Israeli project finance debt is offset through our PPAs in Israel, which are also all indexed to the Israeli consumer price index.
A major portion of our project finance debt in Israel, approximately $820 million as of December 31, 2025, is indexed to the Israeli Consumer Price Index. The inflationary impact on the principal balance of our Israeli project finance debt is offset through our PPAs in Israel, which are also all indexed to the Israeli Consumer Price Index.
Our future growth also depends on our ability to raise capital at an attractive cost and in a timely manner. Rising interest rates across our markets has a minimal impact on our outstanding debt, whereby 86 % of our consolidated indebtedness net of deferred financing costs as of December 31, 2024 was locked in at a fixed-rate.
Our future growth also depends on our ability to raise capital at an attractive cost and in a timely manner. High interest rates across our markets have a minimal impact on our outstanding debt, since 91% of our long-term consolidated indebtedness net of deferred financing costs as of December 31, 2025 was locked in at a fixed-rate.
Our future capital requirements will depend on many factors, including our total revenues and income growth, the timing and extent of our conversion of Development Projects and Advanced Development Projects into Operational Projects to support such growth, the expansion of sales and marketing activities, increases in general and administrative costs and many other factors, including those described elsewhere in this section under “—Key Factors Affecting Our Performance” and under Item 3.D “Risk Factors.” We may, in the future, enter into additional arrangements to acquire or invest in complementary businesses, which could increase our cash requirements.
Our future capital requirements will depend on many factors, including our total revenues and income growth, the timing and extent of our conversion of Development Projects and Advanced Development Projects into Operational Projects to support such growth, the expansion of sales and marketing activities, increases in general and administrative costs and many other factors, including those described elsewhere in this section under “—Key Factors Affecting Our Performance” and under Item 3.D.
For the year ended December 31, 2024, net cash used in investing activities was $941.4 million, which was primarily related to project development and construction. For the year ended December 31, 2023, net cash used in investing activities was $798.1 million, which was primarily related to project development and construction.
For the year ended December 31, 2024, net cash used in investing activities was $928.7 million, which was primarily related to project development and construction.
The remaining duration of the PPAs of our Operational Projects range from 7 to 22 years as of February 19, 2025. We also sell electricity generated by some of our projects in Sweden and Spain under a Merchant Model.
The remaining duration of the PPAs of our Operational Projects range from 5 to 25 years as of February 16, 2026. We also sell electricity generated by some of our projects in Sweden, Hungary, and Spain under a Merchant Model.
For more information, see “—Financial Asset Projects.” 78 Finance expenses Finance expenses primarily consist of interest we pay for our bonds and for loans taken to finance our projects, the impact of changes in the Israeli Consumer Price Index on a portion of these loans, loans provided by non-controlling interests, revaluation of hedge transactions, and expenses related to lease liabilities.
Finance expenses Finance expenses primarily consist of interest we pay for our bonds and for loans taken to finance our projects, the impact of changes in the Israeli Consumer Price Index on a portion of these loans, loans provided by non-controlling interests, revaluation of certain currency and interest rate hedges hedge transactions and foreign currency-denominated financial assets, and expenses related to lease liabilities.
The large majority of projects that Enlight is planning to construct over the next three years are focused on solar and battery storage technologies in the United States, with a commensurate very low exposure to the price of wind turbines and accompanying raw materials.
The large majority of projects that Enlight is planning to construct over the next three years are focused on solar and battery storage technologies in the United States and Europe, and therefore our exposure to the price of wind turbines and accompanying raw materials is expected to be minimal.
Additionally, we generate revenue from sale of green certificates, asset management, development services and construction services that we provide to projects owned by us and third parties. For services provided to projects we own, revenues are eliminated upon consolidation. Revenues in respect to these activities are recognized upon provision of the services over the term of the arrangement.
Additionally, we generate revenue from the sale of green certificates, as well as from asset management, development services, and construction services that we provide to projects owned by us and third parties. For services provided to projects we own, revenues are eliminated upon consolidation.
Cost of sales that are incurred in connection with our construction and management services consist of employee compensation, including share-based compensation, and related human capital expenses.
Cost of sales that are incurred in connection with our construction and development services and project management services consist of employee compensation, including share-based compensation, and related human capital expenses associated with the management of our operational projects around the world.
In addition, the Company intends to pursue sales of portions of the projects it owns, which may include currently operational projects or those currently under construction or pre-construction, or in our Development or Advanced Development portfolios.
This provides additional flexibility to help the Company deliver on its project portfolio. In addition, the Company intends to pursue sales of portions of the projects it owns, which may include operational projects or those currently under construction or pre-construction, or in our Development or Advanced Development portfolios.
For details, see Item 4.A “Selected Recent Developments.” Government regulations and incentives Our strategy to grow our business through the development of renewable energy projects could be affected by certain government policies and regulations. Renewable energy projects currently benefit from various governmental incentives.
Government regulations and incentives Our strategy to grow our business through the development of renewable energy projects could be affected by certain government policies and regulations. Renewable energy projects currently benefit from various governmental incentives.
Development expenses Year Ended December 31, Period-over-Period Change 2024 2023 Dollar Percentage (in thousands, except percentages) Development expenses $ 11,601 $ 6,347 $ 5,254 83 % Development expenses increased by $ 5.3 million, or 83 %, to $ 11.6 million for the year ended December 31, 2024 compared to $6.3 million for the year ended December 31, 2023.
Development expenses Year Ended December 31, Period-over-Period Change 2025 2024 Dollar Percentage (in thousands, except percentages) Development expenses $ 12,190 $ 11,601 $ 589 5 % Development expenses increased by $0.6 million, or 5%, to $12.1 million for the year ended December 31, 2025, compared to $11.6 million for the year ended December 31, 2024.
Due to successive warm winters and high natural gas storage levels in Europe, power prices have since come down materially, with an average electricity price for the four previously named countries of EUR 81 per MWh in February 2025, a decline of 80% from August 2022 peak.
Due to successive warm winters and diversification of sources of gas supply to Europe, power prices have since come down materially, with an average electricity price for the four previously named countries of EUR 85 per MWh in 2025, 102% above the average of EUR 42 per MWh in 2020, and a decline of 79% from the August 2022 peak.
In 2024, we raised debt in Israel along with financial closing (including long-term debt and tax equity partnerships as relevant) for projects in the U.S. and Israel, reflecting a $200 million increase over the amount of debt and tax equity raised in 2023. 96 Earn-Out As part of the Clēnera Acquisition, we agreed to pay the Earn-Out to the sellers subject to (a) certain projects developed by Clēnera reaching ‘placed in service’ status by specific dates and (b) the retention of the co-founders until August 2024 (subject to certain additional conditions).
In 2025, we raised approximately $1,385 million through debt issuance in Israel (including convertible debentures), Holding company’s equity issuance along with financial closing (including long-term debt and tax equity partnerships), for projects in the U.S., Europe and Israel ' Earn-Out As part of the Clenera Acquisition, we agreed to pay the Earn-Out to the sellers subject to (a) certain projects developed by Clenera reaching ‘placed in service’ status by specific dates and (b) the retention of the co-founders until August 2024 (subject to certain additional conditions).
See “—Holding Company—Level Debt Overview—Debentures (Series D).” In February 2025, we offered and sold NIS 468,784,000 (or approximately $131.9 million) Series G Debentures (as defined below) and NIS 414,847,000 (or approximately $116.7 million) Series H Debentures (as defined below), raising total gross proceeds of approximately NIS 455.2 million (or approximately $128.1 million) and NIS 414.8 million (or approximately $116.7 million), respectively.
Pursuant to a shelf offering report dated February 26, 2025, we offered and sold NIS 468,784,000 (or approximately $131.9 million) Series G Debentures (as defined below) and NIS 414,847,000 (or approximately $116.7 million) Series H Debentures (as defined below), raising total gross proceeds of approximately NIS 455.2 million (or approximately $128.1 million) and NIS 414.8 million (or approximately $116.7 million), respectively.
Revolving credit facilities The Company maintains revolving credit facilities with several Israeli banks, under which the Company may draw an aggregate of up to $350 million. As of December 31, 2024, we had drawn $90 million from these facilities.
Revolving credit facilities The Company maintains revolving credit facilities with several Israeli banks, under which the Company may draw an aggregate of up to $525 million. As of December 31, 2025, we had drawn $162 million from these facilities. As of the date of this Annual Report, we had $167 million outstanding liability under these facilities.
As of the date of this Annual Report, 28 turbines out of 60 are operational. The Company is pursuing all actions to bring the farm to full operation in the near future, including urging the supplier of the wind turbine generators to carry out necessary remedial work.
As of the date of this Annual Report, 58 turbines out of 60 are operational. 84 We pursued all necessary actions to bring our Björnberget wind farm to full operation, including urging the supplier of the wind turbine generators to carry out necessary remedial work.
For the year ended December 31, 2024, net cash provided by financing activities was $746 million, which was primarily related to cash received from project-level financing net of repayments of $240 million and from project level tax equity partners of $ 410 million , distributions to our project equity partners net of cash received from them of $28 million and cash received from our holding company’s debt issuances of $151.9 million.
For the year ended December 31, 2025, net cash provided by financing activities was $2,006.5 million, which was primarily related to cash received from project-level financing net of repayments of $1,278.6 million and from project level tax equity partners of $426.9 million, distributions to our project equity partners net of cash received from them of $30.5 million, cash received from our holding company’s debt issuances of $78.3 million and convertible debentures of $114.7 million, and $290.7 million holding company’s equity issuance. 106 For the year ended December 31, 2024, net cash provided by financing activities was $671.1 million, which was primarily related to cash received from project-level financing net of repayments of $240 million and from project level tax equity partners of $410 million, distributions to our project equity partners net of cash received from them of $28 million and cash received from our holding company’s debt issuances of $151.9 million.
Tax Benefits Year Ended December 31, Period-over-Period Change 2024 2023 Dollar Percentage (in thousands, except percentages) Tax benefits $ 20,860 $ 5,440 $ 15,420 283 % Income from tax benefits increased by $15.4 million, or 283%, to $20.9 million for the year ended December 31, 2024 compared to $5.4 million for the year ended December 31, 2023.
Tax Benefits Year Ended December 31, Period-over-Period Change 2025 2024 Dollar Percentage (in thousands, except percentages) Tax benefits $ 93,668 $ 20,860 $ 72,808 349 % Income from tax benefits increased by $72.8 million, or 349%, to $93.7 million for the year ended December 31, 2025, compared to $20.9 million for the year ended December 31, 2024.
For example, in January 2025, the Company announced the signing of an agreement for the sale of 44% of the Sunlight Cluster of renewable energy projects in Israel for $50 million (including deferred payments) to two Israeli institutional investors.
For example, in January 2025, we signed an agreement with Harel and Amitim, two Israeli institutional investors, for the sale of 44% of the Sunlight Cluster of renewable energy projects in Israel for $52 million (including $4 million of deferred payments).
Certain changes in the upstream ownership or control of the project-level borrower without lender consent may also cause a default under these project financings.
Certain changes in the upstream ownership or control of the project-level borrower without lender consent may also cause a default under these project financings. 1 Based on our debt’s full term structured amortization, excluding mini-perm.
Other income, net Year Ended December 31, Period-over-Period Change 2024 2023 Dollar Percentage (in thousands, except percentages) Other income , net $ 16,172 $ 43,447 $ (27,275 ) (63 )% Other income decreased by $27.3 million, or 63 %, to $ 16.2 million for the year ended December 31, 2024 compared to $43.4 million for the year ended December 31, 2023.
Other income, net Year Ended December 31, Period-over-Period Change 2025 2024 Dollar Percentage (in thousands, except percentages) Other income, net $ 7,931 $ 16,172 $ (8,241 ) (51 )% Other income decreased by $8.2 million, or 51%, to $7.9 million for the year ended December 31, 2025, compared to $16.2 million for the year ended December 31, 2024.
The decrease in net cash provided by financing activities for the year ended December 31, 2024, as compared to the year ended December 31, 2023, was primarily due to the level of financing activity in the last two years. In 2023 the Company raised approximately $270.7 million in its U.S. IPO.
The increase in net cash provided by financing activities for the year ended December 31, 2025, as compared to the year ended December 31, 2024, was primarily due to the level of financing activity in the last two years.
For the years ended December 31, 2023 and 2024, our total revenues and income was $261 million and $399 million , respectively, representing year-over-year growth of 53%. For the years ended December 31, 2023 and 2024, our net profit was $ 98 million and $67 million , respectively, and our operating profit was $158 million and $176 million , respectively.
For the years ended December 31, 2024 and 2025, our total revenues and income were $399 million and $582 million, respectively, representing year-over-year growth of 46%. For the years ended December 31, 2024 and 2025, our net profit was $67 million and $161 million, respectively, representing year-over-year growth of 142%.
“Risk Factors—Risks Related to Government Regulation—Our projects and the industry in which we operate are highly regulated and may be adversely affected by legislative or regulatory changes or a failure to comply with energy regulations,” “—Government interventions in response to current high energy prices may negatively impact total revenues and income or increase our tax burden,” and “—Government regulations in the United States, Europe and globally, that currently provide incentives and subsidies for renewable energy, particularly the current production and investment tax credits, could change at any time.” For information regarding the issuance of Series G Debentures and Series H Debentures that we issued in February 2025, see Item 5.B “Liquidity and Capital Resources—Holding Company Level Debt Overview.” Other than the above and as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2024 that are reasonably likely to have a material effect on our total revenues and income, income, profitability, liquidity or capital resources, or that would cause our disclosed financial information to be not necessarily indicative of our future operating results or financial condition.
“Risk Factors—Risks Related to Government Regulation—Our projects and the industry in which we operate are highly regulated and may be adversely affected by legislative or regulatory changes or a failure to comply with energy regulations,” “—Government interventions in response to high energy prices may negatively impact total revenues and income or increase our tax burden,” and “—Government regulations in the United States, Europe and globally, that currently provide incentives and subsidies for renewable energy, particularly the current production and investment tax credits, could change at any time.” For information regarding the issuance of Series G Debentures and Series H Debentures that we issued in February 2025, see Item 5.B.
Non-IFRS Financial Measures In addition to our financial results reported in accordance with IFRS, we believe that Adjusted EBITDA, which is a non-IFRS financial measure, is useful in evaluating the performance of our business.
Non-IFRS Financial Measures In addition to our financial results reported in accordance with IFRS, we believe that Adjusted EBITDA, which is a non-IFRS financial measure, is useful in evaluating the performance of our business. See tables below for a discussion regarding our use of Adjusted EBITDA, including its limitations, and a reconciliation to the most directly comparable IFRS financial measure.
This also translated into a positive impact on Gecama’s revenues from the sale of electricity, which rose by EUR 3 million to EUR 14 million in the fourth quarter of 2024, an increase of 32 % from the same period in 2023. In the United States, power prices as reflected in PPA offtake contracts continue to rise.
This also translated into a negative impact on Gecama’s revenues from the sale of electricity, which decreased by $14 million to $52 million in 2025, a decrease of 21% from 2024. 83 In the United States, power prices as reflected in PPA offtake contracts continue to rise.
Based on the advice from the Company’s external legal counsel, the Company expects that it may, among other things, obtain compensation for any and all costs, expenses and losses (including lost profits) incurred as a result of the defects in the wind turbine generators and the related downtime period during which the wind turbine generators were not operational. 75 Access to and cost of capital Our future growth depends significantly on our ability to raise capital to finance the development and construction of our projects through project finance providers, including lenders and tax equity investors on competitive terms, as well as through corporate finance.
Based on the advice from our external legal counsel, the Company expects that it may, among other things, obtain compensation for any and all costs, expenses and losses (including lost profits) incurred as a result of the defects in the wind turbine blades and the related downtime period during which the wind turbine generators were not operational.
Construction and management services expense Construction and management services expense increase by $4.5 million, or 64%, to $11.6 million for the year ended December 31, 2024 compared to $7 million for the year ended December 31, 2023.
Construction and development services & project management services expense Construction and development services & project management services expense decreased by $2.5 million, or 21%, to $9 million for the year ended December 31, 2025, compared to $11.6 million for the year ended December 31, 2024.
As of February 19, 2025, we had approximately $500 million in contractual obligations related to such procurement (with projects Quail Ranch and Country Acres accounting for approximately 90% of this). Project finance We utilize project finance to fund a significant portion of the construction costs of our projects.
As of December 31, 2025, we had approximately $680 million in contractual obligations related to such procurement. Project finance We utilize project finance to fund a significant portion of the construction costs of our projects.
Operating costs and expenses General and administrative expenses Year Ended December 31, Period-over-Period Change 2024 2023 Dollar Percentage (in thousands, except percentages) General and administrative expenses $ 38,847 $ 31,356 $ 7,491 24 % General and administrative expenses increased by $7.5 million, or 24%, to $38.9 million for the year ended December 31, 2024 compared to $31.4 million for the year ended December 31, 2023.
General and administrative expenses Year Ended December 31, Period-over-Period Change 2025 2024 Dollar Percentage (in thousands, except percentages) General and administrative expenses $ 57,955 $ 38,847 $ 19,108 33 % General and administrative expenses increased by $19.1 million, or 33%, to $58.0 million for the year ended December 31, 2025, compared to $38.9 million for the year ended December 31, 2024.
The Shelf Prospectus allows the Company to raise funds in Israel from time-to-time at the discretion of the Company through the offering and sale of various securities including debt and equity.
Liquidity and Capital Resources Overview We filed a shelf prospectus (the “Shelf Prospectus”) with the Israel Securities Authority on August 27, 2024. The Shelf Prospectus allows the Company to raise funds in Israel from time-to-time at the discretion of the Company through the offering and sale of various securities including debt and equity.
For more information regarding our debentures, see Note 13 to our consolidated financial statements included elsewhere in this Annual Report. 93 Credit facilities In July 2021, we entered into credit agreements (the “Credit Agreements,” each as amended) with Bank Hapoalim Ltd. with borrowing capacity up to approximately $74 million available for borrowing and with Bank Leumi Le-Israel Ltd.
Credit facilities In July 2021, we entered into credit agreements (the “Credit Agreements,” each as amended) with Bank Hapoalim Ltd. with borrowing capacity up to approximately $74 million available for borrowing and with Bank Leumi Le-Israel Ltd. (together with Bank Hapoalim Ltd., the “Lenders”) with borrowing capacity up to approximately $43 million (the “Credit Facilities”).
Any loss or reduction of such incentives and other programs could result in higher operating costs, while the utilization of such incentives and other programs can help reduce certain operating costs, primarily our cost of capital.
Any loss or reduction of such incentives and other programs could result in higher operating costs, while the utilization of such incentives and other programs can help reduce certain operating costs, primarily our cost of capital. For additional information regarding government regulations and incentives, see Item 3.D. “Risk Factors—Risks Related to Government Regulation” and Item 4.B.
In order to be prepared for the possible need to invest excess equity in projects under construction or nearing construction, the Company maintains $350 million of revolving credit facilities that can be drawn upon to meet peak equity requirements until permanent financing is arranged. This provides additional flexibility to help the Company deliver on its project portfolio.
In order to be prepared for the possible need to invest excess equity in projects under construction or nearing construction, the Company maintains $525 million of credit facilities of which $162 million had been drawn as of the balance sheet date, that can be used to meet peak equity requirements until permanent financing is arranged.

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Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeHowever, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, are foreseeable based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria; • reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that no indictment was filed against such office holder as a result of such investigation or proceeding and no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (2) in connection with a monetary sanction; • reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and • expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law of 1968 (the “Israeli Securities Law”).
Biggest changeHowever, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, are foreseeable based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned events and amount or criteria; • reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that no indictment was filed against such office holder as a result of such investigation or proceeding and no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (2) in connection with a monetary sanction; • reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent; and • expenses, including reasonable litigation expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding, pursuant to certain provisions of the Israeli Securities Law of 1968 (the “Israeli Securities Law”). 127 An Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association: • a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; • a breach of the duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the office holder; • a financial liability imposed on the office holder in favour of a third party; • a financial liability imposed on the office holder in favour of a third party harmed by a breach in an administrative proceeding; and • expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her pursuant to certain provisions of the Israeli Securities Law.
Our Chief Executive Officer is responsible for our day-to-day management. Our Chief Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the employment agreement that we have entered into with him.
Chief Executive Officer. Our Chief Executive Officer is responsible for our day-to-day management. Our Chief Executive Officer is appointed by, and serves at the discretion of, our board of directors, subject to the employment agreement that we have entered into with him.
An “office holder” is defined in the Companies Law as a general manager, chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of such person’s title, a director and any other manager directly subordinate to the general manager.
An “office holder” is defined in the Companies Law as a general manager, chief business manager, deputy general manager, vice general manager, any other person assuming the responsibilities of any of these positions regardless of such person’s title, a director and any other manager directly subordinate to the general manager.
This indemnification is limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances.
This indemnification is limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances.
The compensation policy must also be based on the following additional factors: • the education, skills, experience, expertise and accomplishments of the relevant office holder; • the office holder’s position, responsibilities and prior compensation agreements with him or her; • the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships in the company; • if the terms of employment include variable components—the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and • if the terms of employment include severance compensation—the term of employment or office of the office holder, the terms of his or her compensation during such period, the company’s performance during such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits, and the circumstances under which he or she is leaving the company. 111 The compensation policy must also include, among other features: • with regard to variable components: • with the exception of office holders who report directly to the chief executive officer, means of determining the variable components on a long-term performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three months’ salary per annum, while taking into account such office holder’s contribution to the company; and • the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant. • a clawback provision pursuant to which the officer will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements; • the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and • a limit to retirement grants.
The compensation policy must also be based on the following additional factors: • the education, skills, experience, expertise and accomplishments of the relevant office holder; • the office holder’s position, responsibilities and prior compensation agreements with him or her; • the ratio between the cost of the terms of employment of an office holder and the cost of the employment of other employees of the company, including employees employed through contractors who provide services to the company, in particular the ratio between such cost to the average and median salary of such employees of the company, as well as the impact of disparities between them on the work relationships in the company; • if the terms of employment include variable components—the possibility of reducing variable components at the discretion of the board of directors and the possibility of setting a limit on the value of non-cash variable equity-based components; and • if the terms of employment include severance compensation—the term of employment or office of the office holder, the terms of his or her compensation during such period, the company’s performance during such period, his or her individual contribution to the achievement of the company goals and the maximization of its profits, and the circumstances under which he or she is leaving the company. 122 The compensation policy must also include, among other features: • with regard to variable components: • with the exception of office holders who report directly to the chief executive officer, means of determining the variable components on a long-term performance basis and on measurable criteria; however, the company may determine that an immaterial part of the variable components of the compensation package of an office holder shall be awarded based on non-measurable criteria, if such amount is not higher than three months’ salary per annum, while taking into account such office holder’s contribution to the company; and • the ratio between variable and fixed components, as well as the limit of the values of variable components at the time of their payment, or in the case of equity-based compensation, at the time of grant. • a clawback provision pursuant to which the officer will return to the company, according to conditions to be set forth in the compensation policy, any amounts paid as part of his or her terms of employment, if such amounts were paid based on information later to be discovered to be wrong, and such information was restated in the company’s financial statements; • the minimum holding or vesting period of variable equity-based components to be set in the terms of office or employment, as applicable, while taking into consideration long-term incentives; and • a limit to retirement grants.
Our board of directors has determined that each member of our audit committee is “independent”. 108 Audit Committee Role Our board of directors has adopted an audit committee charter setting forth the responsibilities of the audit committee consistent with the Companies Law, the SEC rules and Nasdaq corporate governance rules, which include, among others: • overseeing the accounting and financial reporting processes of the Company and audits of our financial statements and the effectiveness of our internal control over financial reporting, and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act; appointing, compensating, retaining and overseeing the work of our independent auditors, subject to ratification by the board of directors, and in the case of appointment, to ratification by the shareholders; • pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms; • reviewing with management and our independent auditor our annual and interim financial statements prior to publication or filing (or submission, as the case may be) to the SEC; • recommending to the board of directors the retention and termination of the internal auditor and the internal auditor’s engagement fees and terms, in accordance with the Companies Law, approving the yearly or periodic work plan proposed by the internal auditor and examining whether the internal auditor was afforded all required resources to perform its role; • reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements; • identifying irregularities in our business administration by, among other things, consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors; • reviewing policies and procedures with respect to transactions between the Company and officers and directors (other than transactions related to the compensation or terms of service of the officers and directors), or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and • establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the submission by Company employees of concerns regarding questionable accounting or auditing matters.
Our board of directors has determined that each member of our audit committee is “independent”. 119 Audit Committee Role Our board of directors has adopted an audit committee charter setting forth the responsibilities of the audit committee consistent with the Companies Law, the SEC rules and Nasdaq corporate governance rules, which include, among others: • overseeing the accounting and financial reporting processes of the Company and audits of our financial statements and the effectiveness of our internal control over financial reporting, and making such reports as may be required of an audit committee under the rules and regulations promulgated under the Exchange Act; appointing, compensating, retaining and overseeing the work of our independent auditors, subject to ratification by the board of directors, and in the case of appointment, to ratification by the shareholders; • pre-approving audit and non-audit services to be provided by the independent auditors and related fees and terms; • reviewing with management and our independent auditor our annual and interim financial statements prior to publication or filing (or submission, as the case may be) to the SEC; • recommending to the board of directors the retention and termination of the internal auditor and the internal auditor’s engagement fees and terms, in accordance with the Companies Law, approving the yearly or periodic work plan proposed by the internal auditor and examining whether the internal auditor was afforded all required resources to perform its role; • reviewing with our general counsel and/or external counsel, as deemed necessary, legal and regulatory matters that could have a material impact on the financial statements; • identifying irregularities in our business administration by, among other things, consulting with the internal auditor or with the independent auditor, and suggesting corrective measures to the board of directors; • reviewing policies and procedures with respect to transactions between the Company and officers and directors (other than transactions related to the compensation or terms of service of the officers and directors), or affiliates of officers or directors, or transactions that are not in the ordinary course of the Company’s business and deciding whether to approve such acts and transactions if so required under the Companies Law; and • establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the submission by Company employees of concerns regarding questionable accounting or auditing matters.
The duty of loyalty requires that an office holder act in good faith and in the company’s best interests, and includes, among other things, a duty to: • refrain from any act involving a conflict of interest between the performance of his or her duties in the company and his or her personal affairs; • refrain from any activity that is competitive with the business of the company; • refrain from exploiting any business opportunity of the company in order to receive a personal gain for himself or herself or others; and • disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.
The duty of loyalty requires that an office holder act in good faith and in the company’s best interests, and includes, among other things, a duty to: • refrain from any act involving a conflict of interest between the performance of his or her duties in the company and his or her personal affairs; • refrain from any activity that is competitive with the business of the company; 125 • refrain from exploiting any business opportunity of the company in order to receive a personal gain for himself or herself or others; and • disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.
However, according to regulations promulgated under the Companies Law, an amendment to an existing arrangement with an office holder (who is not a director) who is subordinate to the chief executive officer shall not require the approval of the compensation committee, if (i) the amendment is approved by the chief executive officer, (ii) the company’s compensation policy provides that a non-material amendment to the terms of service of an office holder (other than the chief executive officer) may be approved by the chief executive officer and (iii) the engagement terms are consistent with the company’s compensation policy. 101 Chief Executive Officer .
However, according to regulations promulgated under the Companies Law, an amendment to an existing arrangement with an office holder (who is not a director) who is subordinate to the chief executive officer shall not require the approval of the compensation committee, if (i) the amendment is approved by the chief executive officer, (ii) the company’s compensation policy provides that a non-material amendment to the terms of service of an office holder (other than the chief executive officer) may be approved by the chief executive officer and (iii) the engagement terms are consistent with the company’s compensation policy.
Carr served as the Director of Programs at NICE Systems. Mr. Carr holds an M.B.A. from Reichman University and a B.Sc. in Electrical and Electronics Engineering from Tel Aviv University. Ziv Shor joined our executive team in 2024 and serves as our General Manager, Projects Execution & Assets Management Division. Prior to joining us, Mr.
Prior to joining Enlight, Mr. Carr served as the Director of Programs at NICE Systems. Mr. Carr holds an M.B.A. from Reichman University and a B.Sc. in Electrical and Electronics Engineering from Tel Aviv University. Ziv Shor joined our executive team in 2024 and serves as our General Manager, Projects Execution & Assets Management Division. Prior to joining us, Mr.
Goren holds an M.B.A. from Reichman University and a B.Sc. in Industrial and Management Engineering from Tel Aviv University. Ayelet Cohen Israeli joined our management team in 2021, serving as Vice President Operations. Prior to joining Enlight, Ms. Cohen Israeli served as the operations division manager at CAL and prior to that she managed Pelephone’s headquarters. Ms.
Goren holds an M.B.A. from Reichman University and a B.Sc. in Industrial and Management Engineering from Tel Aviv University. Ayelet Cohen Israeli joined our management team in 2021, serving as Vice President Operations. Prior to joining Enlight, Ms. Cohen Israeli served as the operations manager at CAL and prior to that she managed Pelephone’s headquarters. Ms.
Share Ownership For information regarding the share ownership of directors and officers, see Item 7.A “Major Shareholders.” For information as to our equity incentive plans, see Item 6.B “Compensation-Share option plans.” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation None. 117
Share Ownership For information regarding the share ownership of directors and officers, see Item 7.A. “Major Shareholders.” For information as to our equity incentive plans, see Item 6.B “Compensation—Share option plans.” F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation None.
Our board of directors has adopted an environmental, social and governance committee charter setting forth the responsibilities of the committee, which include: • recommending to our board of directors our general strategy, including, but not limited to, environmental, health and safety, corporate social responsibility, sustainability, philanthropy, corporate governance, reputation, diversity, equity and inclusion, community issues, political contributions and lobbying and other public policy matters relevant to us (collectively, “ESG Matters”); • overseeing our policies, practices and performance with respect to ESG Matters; • overseeing our reporting standards in relation to ESG Matters; • reporting to our board of directors about current and emerging topics relating to ESG Matters that may affect our business, operations, performance or public image or are otherwise pertinent to us and our stakeholders and, if appropriate, detail actions taken in relation to the same; and • advising our board of directors on shareholder proposals and other significant stakeholder concerns relating to ESG Matters.
Our board of directors has adopted an environmental, social and governance committee charter setting forth the responsibilities of the committee, which include: • recommending to our board of directors our general strategy, including, but not limited to, EHS, corporate social responsibility, sustainability, philanthropy, corporate governance, reputation, diversity, equity and inclusion, community issues, political contributions and lobbying and other public policy matters relevant to us (collectively, “ESG Matters”); • overseeing our policies, practices and performance with respect to ESG Matters; • overseeing our reporting standards in relation to ESG Matters; • reporting to our board of directors about current and emerging topics relating to ESG Matters that may affect our business, operations, performance or public image or are otherwise pertinent to us and our stakeholders and, if appropriate, detail actions taken in relation to the same; and • advising our board of directors on shareholder proposals and other significant stakeholder concerns relating to ESG Matters.
Betzalel holds an M.A. in Economics and in Business Administration and a B.A. in Business Administration and Economics from the Hebrew University in Jerusalem. Zvi Furman has served as member of the Board of Directors since September 2019.
Betzalel holds an M.A. in Economics and in Business Administration and a B.A. in Business Administration and Economics from the Hebrew University in Jerusalem. 110 Zvi Furman has served as member of the Board of Directors since September 2019.
Awards granted to certain of our officers, as well as awards granted under certain of our U.S. awards agreements, have acceleration rights with respect to change of control and delisting events. U.S. Sub-Plan to the 2010 Plan The U.S.
Awards granted to certain of our officers, as well as awards granted under certain of our U.S. awards agreements, have acceleration rights with respect to change of control and delisting events. 116 U.S. Sub-Plan to the 2010 Plan The U.S.
In addition, a shareholder has a general duty to refrain from discriminating against other shareholders. 115 Furthermore, certain shareholders also have a duty of fairness toward the company.
In addition, a shareholder has a general duty to refrain from discriminating against other shareholders. Furthermore, certain shareholders also have a duty of fairness toward the company.
In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our share capital by each non-employee director, and the transactions involving them described in Item 6.
In making these determinations, our board of directors considered the current and prior relationships that each director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our share capital by each director, and the transactions involving them described in Item 6.
Our non-employee service providers and controlling shareholders (as such term is defined at the Ordinance) who are considered Israeli residents for tax purposes may only be granted options and RSUs under Section 3(i) of the Ordinance, which does not provide for similar tax benefits.
Our non-employee service providers and controlling shareholders (as such term is defined in the Ordinance) who are considered Israeli residents for tax purposes may only be granted options and RSUs under Section 3(i) of the Ordinance, which does not provide for similar tax benefits.
Liat Benyamini has served as a member of the Board of Directors since April 2021. Ms. Benyamini has served as a director in numerous private and public companies. Ms. Benyamini serves as a partner in Sky Private Equity, one of Israel’s largest mid-market private equity funds. Her current board roles include Elspec Engineering Ltd.
Liat Benyamini has served as a member of the Board of Directors since April 2021. Ms. Benyamini has served as a director in numerous private and public companies. Ms. Benyamini serves as a partner in Sky Private Equity, one of Israel’s largest mid-market private equity funds. Her current board roles include Elspec Engineering Ltd. (TLV: ELSPC). Ms.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16(b) of the Exchange Act.
Weil serves as the Chairman at Har Tuv Group, Lumen Capital, Essence Partners and Minrav Group Ltd. He is a member of the boards of the Israel Post Company, Aluma (a non-profit organization) and JGIVE (a non-profit organization dedicated to cultivating a culture of philanthropy in Israel). Dr.
(TLV: MNRV), Essence Partners, Har Tuv Group, Lumen Capital and the Israel Post Company. Dr. Weil serves as the chairman at Har Tuv Group, Lumen Capital, Essence Partners and Minrav Group Ltd. He is a member of the boards of Aluma (a non-profit organization) and JGIVE (a non-profit organization dedicated to cultivating a culture of philanthropy in Israel). Dr.
This amount includes approximately $0.39 million set aside or accrued to provide pension, severance, retirement or similar benefits or expenses, but does not include business travel, relocation, professional and business association dues and expenses reimbursed to our directors and executive officers.
This amount includes approximately $0.51 million set aside or accrued to provide pension, severance, retirement or similar benefits or expenses, but does not include business travel, relocation, professional and business association dues and expenses reimbursed to our directors and executive officers.
Manor Medical Group - Company for Treatment and Surgeries in Israel Ltd. and is a member of the Wexner Foundation’s Israeli advisory committee and the public council and the finance committee of Sam Spiegel Jerusalem Film & Television School.
Manor Medical Group - Company for Treatment and Surgeries in Israel Ltd. and of Avia Home Ltd., and is a member of the Wexner Foundation’s Israeli advisory committee and the public council and the finance committee of Sam Spiegel Jerusalem Film & Television School.
In accordance with our compensation policy, we also pay cash bonuses to our Covered Executives upon compliance with predetermined performance parameters as set by the compensation committee and the board of directors. The cash bonus and commissions expenses expected to be paid for the year 2024 for Mr. Gilad Yavetz, Mr. Ilan Goren, Mr. Nir Yehuda Ms.
In accordance with our compensation policy, we also pay cash bonuses to our Covered Executives upon compliance with predetermined performance parameters as set by the compensation committee and the board of directors. The cash bonus and commissions expenses expected to be paid for the year 2025 for Mr. Gilad Yavetz, Mr. Nir Yehuda, Mr. Ilan Goren, Mr.
In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. For more information regarding our corporate governance practices and foreign private issuer status, see Item 16.G.
In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. For more information regarding our corporate governance practices and foreign private issuer status, see Item 16G.
The annual cash bonus that may be granted to our executive officers other than our chief executive officer will be based on performance objectives and a discretionary evaluation of the executive officer’s overall performance. The annual cash bonus that may be granted to executive officers other than our chief executive officer may alternatively be based entirely on a discretionary evaluation.
The annual cash bonus that may be granted to our executive officers other than our chief executive officer will be based on performance objectives and a discretionary evaluation of the executive officer’s overall performance.
Section 102 of the Ordinance allows employees, directors and officers who are not controlling shareholders (as such term is defined at the Ordinance) and are Israeli residents for tax purposes to receive favourable tax treatment for compensation in the form of shares or options.
Section 102 of the Ordinance allows employees, directors and officers who are not controlling shareholders (as such term is defined in the Ordinance) and are Israeli residents for tax purposes to receive favorable tax treatment for compensation in the form of shares or options.
Yehuda holds an M.A. in Law from Bar-Ilan University and a B.A. in Economics, specializing in accounting, from Ben Gurion University. He is a public accountant, licensed by the Institute of Certified Public Accountants in Israel. Amit Paz is a Co-founder and Chief Innovation Officer , leading the innovation in the Company. Prior to that, Mr.
Yehuda holds an M.A. in Law from Bar-Ilan University and a B.A. in Economics, specializing in accounting, from Ben Gurion University. He is a public accountant, licensed by the Institute of Certified Public Accountants in Israel. 108 Amit Paz is a Co-founder and Chief Innovation Officer, leading the innovation in the Company. Prior to this position, Mr.
This amount includes deferred or contingent compensation accrued for such year (and excludes deferred or contingent amounts accrued for during the year ended December 31, 2023 and paid during the year ended December 31, 2024).
This amount includes deferred or contingent compensation accrued for such year (and excludes deferred or contingent amounts accrued for during the year ended December 31, 2024 and paid during the year ended December 31, 2025).
In the event of termination of employment or service under certain circumstances such as certain criminal convictions, material breaches of discipline or breaches of fiduciaries such awards will expire without conferring any rights to the grantee. Adjustments .
In the event of termination of employment or service under certain circumstances such as certain criminal convictions, material breaches of discipline, or breaches of fiduciary duties, such awards will expire without conferring any rights to the grantee. Adjustments.
Section 102(b)(2) of the Ordinance, the most favourable tax treatment for the grantee, permits the issuance to a trustee under the “capital gain track.” 104 For non-Israeli grantees, the 2010 Plan provides for granting awards under the applicable law of the grantee’s jurisdiction, including the applicable tax regime. Grant .
Section 102(b)(2) of the Ordinance, the most favorable tax treatment for the grantee, permits the issuance to a trustee under the “capital gain track.” For non-Israeli grantees, the 2010 Plan provides for granting awards under the applicable law of the grantee’s jurisdiction, including the applicable tax regime. 115 Grant.
Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that none of our current directors have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined in the rules of Nasdaq, except Gilad Yavetz who is not independent by virtue of being our chief executive officer.
Based on information provided by each director concerning his or her background, employment, and affiliations, our board of directors has determined that none of our current directors have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined in the rules of Nasdaq, except Gilad Yavetz who is not independent by virtue of having served as our chief executive officer until October 2025.
Our board of directors has adopted a compensation committee charter setting forth the responsibilities of the committee, which are consistent with Nasdaq corporate governance rules and the Companies Law, and include among others: • recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law; • establishing annual goals and objectives for the Company’s Chief Executive Officer and the other executive officers, and assisting the Board in discharging its responsibilities relating to the compensation of the Company’s Chief Executive Officer and other executive officers and the overall compensation; • reviewing and making recommendations to the Board regarding director compensation; • approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; and • administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards. 110 Compensation Policy under the Companies Law Under the Companies Law, a public company must have a compensation policy approved by the board of directors after receiving and considering the recommendations of the compensation committee.
Our board of directors has adopted a compensation committee charter setting forth the responsibilities of the committee, which are consistent with Nasdaq corporate governance rules and the Companies Law, and include among others: • recommending to our board of directors for its approval a compensation policy in accordance with the requirements of the Companies Law as well as other compensation policies, incentive-based compensation plans and equity-based compensation plans, and overseeing the development and implementation of such policies and recommending to our board of directors any amendments or modifications the committee deems appropriate, including as required under the Companies Law; • establishing annual goals and objectives for the Company’s Chief Executive Officer and the other executive officers, and assisting the Board in discharging its responsibilities relating to the compensation of the Company’s Chief Executive Officer and other executive officers and the overall compensation; • reviewing and making recommendations to the Board regarding director compensation; 121 • approving and exempting certain transactions regarding office holders’ compensation pursuant to the Companies Law; and • administering our equity-based compensation plans, including without limitation, approving the adoption of such plans, amending and interpreting such plans and the awards and agreements issued pursuant thereto, and making awards to eligible persons under the plans and determining the terms of such awards.
With over 15 years of experience in renewable energy, Mr. Liposcak’s expertise and track record span management consulting, sales and business development. Prior to joining Enlight, Mr. Liposcak held various sales roles at GE Renewable Energy, refining his skills and knowledge in the field. Mr. Liposcak holds a degree in Power and Energy Engineering from the University of Zagreb.
Liposcak’s expertise and track record span management consulting, sales and business development. Prior to joining Enlight, Mr. Liposcak held various sales roles at GE Renewable Energy, refining his skills and knowledge in the field. Mr. Liposcak holds a degree in Power and Energy Engineering from the University of Zagreb.
Under the Companies Law, the chief executive officer of a public company, or a relative of the chief executive officer, may not serve as the chairperson of the board of directors of such public company, and the chairperson of the board of directors, or a relative of the chairperson, may not be vested with authorities of the chief executive officer of such public company without shareholders’ approval consisting of a majority vote of the shares present and voting at a shareholders meeting, and in addition, either: • at least a majority of the shares of non-controlling shareholders and shareholders that do not have a personal interest in the approval voted on the proposal are voted in favour (disregarding abstentions); or • the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment that are voted against such appointment does not exceed 2% of the aggregate voting rights in the company.
Under the Companies Law, the chief executive officer of a public company, or a relative of the chief executive officer, may not serve as the chairperson of the board of directors of such public company, and the chairperson of the board of directors, or a relative of the chairperson, may not be vested with authorities of the chief executive officer of such public company without shareholders’ approval consisting of a majority vote of the shares present and voting at a shareholders meeting, and in addition, either: • at least a majority of the shares of non-controlling shareholders and shareholders that do not have a personal interest in the approval voted on the proposal are voted in favour (disregarding abstentions); or • the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such appointment that are voted against such appointment does not exceed 2% of the aggregate voting rights in the company. 118 The shareholders’ approval can be provided for a period of up to three years.
Our compensation policy was amended in April 2024 by our shareholders at the Special General Meeting and is set forth in Exhibit 4.7 to this Annual Report. See Item 6.B “Compensation.” Clawback Policy On October 2, 2023, we adopted a Policy for Recovery of Erroneously Awarded Compensation that complies with the SEC requirements for Nasdaq listed companies (the “Clawback Policy”).
Our compensation policy was amended in September 2025 by our shareholders at the Annual General Meeting and is set forth in Exhibit 4.8 to this Annual Report. See Item 6.B. “Compensation.” Clawback Policy On October 2, 2023, we adopted a Policy for Recovery of Erroneously Awarded Compensation that complies with the SEC requirements for Nasdaq listed companies (the “Clawback Policy”).
Haimovitz holds an M.B.A. in Finance and Accounting from the Recanati School of Business Administration, Tel-Aviv University, and an LL.B. from Tel-Aviv University. Meron Carr joined Enlight in 2011 and our executive team in 2013, serving as Vice President of Israel Project Development until April 2023. Currently, he serves as Vice President of Strategic Programs. Prior to joining Enlight, Mr.
Haimovitz holds an M.B.A. in Finance and Accounting from the Recanati School of Business Administration, Tel-Aviv University, and an LL.B. from Tel-Aviv University. Meron Carr joined Enlight in 2011 and our executive team in 2013, serving as Vice President of Israel Project Development until April 2023. Currently, he serves as Senior Vice President of Strategic Projects.
In addition, a person who is subordinate, directly or indirectly, to the chief executive officer may not serve as the chairperson of the board of directors; the chairperson of the board of directors may not be vested with authorities that are granted to persons who are subordinated to the chief executive officer; and the chairperson of the board of directors may not serve in any other position in the company or in a controlled subsidiary but may serve as a director or chairperson of a controlled subsidiary. 107 Director Independence Our board of directors has undertaken a review of the independence of each director.
In addition, a person who is subordinate, directly or indirectly, to the chief executive officer may not serve as the chairperson of the board of directors; the chairperson of the board of directors may not be vested with authorities that are granted to persons who are subordinated to the chief executive officer; and the chairperson of the board of directors may not serve in any other position in the company or in a controlled subsidiary but may serve as a director or chairperson of a controlled subsidiary.
He currently serves as chairman of the credit committee of Meitav Dash Provident and Pension Funds Ltd and previously served on the board of directors of Mediterranean Towers Ltd. (TLV: MDTR). Mr. Furman has served on the board of directors of Koret Israel Economic Development Funds since 2011.
He currently serves as chairman of the credit committee of Meitav Dash Provident and Pension Funds Ltd and previously served on the board of directors of Mediterranean Towers Ltd. (TLV: MDTR) and Koret Israel Economic Development Funds.
Incentive share options may only be granted to our employees, a parent or a subsidiary. Post-termination exercises .
Nonstatutory share options may be granted to employees and officers. Incentive share options may only be granted to our employees, a parent or a subsidiary. Post-termination exercises.
The Clawback Policy is set forth in Exhibit 99.7 to this Annual Report. Nominating Committee The Companies Law does not require us to have a nominating committee.
The Clawback Policy is set forth in Exhibit 97.1 to this Annual Report. Nominating Committee The Companies Law does not require us to have a nominating committee.
The aggregate compensation paid by us and our subsidiaries to our directors and executive officers, including share-based compensation expenses recorded in our financial statements, for the year ended December 31, 2024, was approximately $8.6 million.
The aggregate compensation paid by us and our subsidiaries to our directors and executive officers, including share-based compensation expenses recorded in our financial statements, for the year ended December 31, 2025, was approximately $13.12 million.
All equity-based incentives granted to executive officers shall be subject to vesting periods in order to promote long-term retention of the awarded executive officers. 112 In addition, our compensation policy contains compensation recovery, or clawback, provisions in the event of an accounting restatement, which allow us under certain conditions to recover bonuses, bonus compensation or performance-based equity compensation paid in excess, enables our chief executive officer to approve an immaterial change in the terms of employment of an executive officer who reports directly him (provided that the changes of the terms of employment are in accordance with our compensation policy) and allows us to indemnify and insure our executive officers and directors to the maximum extent permitted by Israeli law, subject to certain limitations set forth therein.
In addition, our compensation policy contains compensation recovery, or clawback, provisions in the event of an accounting restatement, which allow us under certain conditions to recover bonuses, bonus compensation or performance-based equity compensation paid in excess, enables our chief executive officer to approve an immaterial change in the terms of employment of an executive officer who reports directly him (provided that the changes of the terms of employment are in accordance with our compensation policy) and allows us to indemnify and insure our executive officers and directors to the maximum extent permitted by Israeli law, subject to certain limitations set forth therein.
Compensation expenses recorded in 2024 of $0.24 million in salary expenses and $.0.05 million in social benefits costs. 102 The salary expenses summarized above include the gross salary paid to the Covered Executives, and the benefit costs include, as applicable, the social benefits paid by us on behalf of the Covered Executives, convalescence pay, contributions made by the company to an insurance policy or a pension fund, work disability insurance, severance, educational fund and payments for social security.
The salary expenses summarized above include the gross salary paid to the Covered Executives, and the benefit costs include, as applicable, the social benefits paid by us on behalf of the Covered Executives, convalescence pay, contributions made by the company to an insurance policy or a pension fund, work disability insurance, severance, educational fund and payments for social security.
Sub-Plan will vest at such times and upon such terms as are determined by the Administrator, which may include upon the completion of a specified period of service with the Company or subsidiary and/or be based upon the achievement of performance goals during a performance period as set out in advance in the grantee’s RSU agreement. 105 Criteria for options granted pursuant to the U.S.
Sub-Plan will vest at such times and upon such terms as are determined by the Administrator, which may include upon the completion of a specified period of service with the Company or subsidiary and/or be based upon the achievement of performance goals during a performance period as set out in advance in the grantee’s RSU agreement.
Shai Weil has served as a member of the Board of Directors since November 2009. Dr. Weil is an executive and a partner in various companies in the fields of industrial, technology, real estate, trade and services, including Milgam Ltd. (Group), Pango, AllCloud (Group), Minrav Group Ltd. (TLV: MNRV), Essence Partners, Har Tuv Group and Lumen Capital. Dr.
Shai Weil has served as a member of the Board of Directors since November 2009. Dr. Weil is an executive and a partner in various companies in the fields of industrial, technology, real estate, trade and services, including Milgam Ltd. (Group), Pango, AllCloud (Group), Minrav Group Ltd.
Assumptions and key variables used in the calculation of such amounts are described in Note 19 to our audited consolidated financial statements included elsewhere in this Annual Report. In April 2024, our shareholders approved in a special general meeting certain amendments to our compensation policy (the “Special General Meeting”).
Assumptions and key variables used in the calculation of such amounts are described in Note 18 to our audited consolidated financial statements included elsewhere in this Annual Report. In September 2025, our shareholders approved in a special and annual general meeting (the “Annual General Meeting”) certain amendments to our compensation policy.
Compensation Unless otherwise indicated, the US Dollar exchange rate used in this section refers to the average exchange rate for 2024 reported by the Bank of Israel, which was NIS 3.70 to $1.00. Directors.
Compensation Unless otherwise indicated, the U.S. Dollar exchange rate used in this section refers to the average exchange rate for 2025 reported by the Bank of Israel, which was NIS 3.45 to $1.00. Directors.
In April 2024, our shareholders approved at the Special General Meeting the issuance of an exemption letter to our Chief Executive Officer, Gilad Yavetz, and each of our directors, exempting them from liability towards the Company under certain limited circumstances.
In April 2024, our shareholders approved at a Special General Meeting the issuance of an exemption letter to each of our directors, exempting them from liability towards the Company under certain limited circumstances. In September 2025, our shareholders approved at the Annual General Meeting the issuance of an exemption letter to our Chief Executive Officer, Ms.
The maximum aggregate number of options that may be issued under the 2010 Plan and its U.S. Sub-Plan (as defined below) is 15,000,000. As of March 15, 2025, there were 5,570,352 ordinary shares available for issuance under the 2010 Plan.
The maximum aggregate number of options that may be issued under the 2010 Plan and its U.S. Sub-Plan (as defined below) is 15,000,000. As of March 15, 2026, there were 2,030,386 ordinary shares available for issuance under the 2010 Plan.
Our board of directors has determined that each member of our compensation committee is independent under Nasdaq corporate governance rules, including the additional independence requirements applicable to the members of a compensation committee. 109 Compensation Committee Role In accordance with the Companies Law, the roles of the compensation committee are, among others, as follows: • recommending to the board of directors the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years; • monitoring the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments or updates of the compensation policy; • resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and • exempting, under certain circumstances, transactions with our chief executive officer from the approval of our shareholders.
Compensation Committee Role In accordance with the Companies Law, the roles of the compensation committee are, among others, as follows: • recommending to the board of directors the approval of the compensation policy for office holders and, once every three years, regarding any extensions to a compensation policy that was adopted for a period of more than three years; • monitoring the implementation of the compensation policy and periodically making recommendations to the board of directors with respect to any amendments or updates of the compensation policy; • resolving whether or not to approve arrangements with respect to the terms of office and employment of office holders; and • exempting, under certain circumstances, transactions with our chief executive officer from the approval of our shareholders.
Sub-Plan include the following: Eligibility . Options shall be exempt from or comply with Section 409A of the Code. Each option shall be designated as either an incentive share option within the meaning of Section 422(b) of the Code or a nonstatutory share option. Nonstatutory share options may be granted to employees and officers.
Criteria for options granted pursuant to the U.S. Sub-Plan include the following: Eligibility. Options shall be exempt from or comply with Section 409A of the Code. Each option shall be designated as either an incentive share option within the meaning of Section 422(b) of the Code or a nonstatutory share option.
For a description of the approvals required under Israeli law for compensation arrangements of officers and directors, see Item 6.B “—Compensation.” Shareholder Duties Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders and to refrain from abusing his or her power with respect to the company, including, among other things, in voting at a general meeting and at shareholder class meetings with respect to the following matters: • an amendment to the company’s articles of association; • an increase of the company’s registered share capital; • a merger; or • interested party transactions that require shareholder approval.
“Compensation.” 126 Shareholder Duties Pursuant to the Companies Law, a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders and to refrain from abusing his or her power with respect to the company, including, among other things, in voting at a general meeting and at shareholder class meetings with respect to the following matters: • an amendment to the company’s articles of association; • an increase of the company’s registered share capital; • a merger; or • interested party transactions that require shareholder approval.
Our nominating committee consists of Yair Seroussi, Gilad Yavetz and Zvi Furman, with Yair Seroussi acting as the chairperson. 113 Environmental, Social and Governance Committee Our environmental, social and governance committee consists of Zvi Furman, Michal Tzuk, Liat Benyamini and Alla Felder, with Zvi Furman acting as the chairperson.
Environmental, Social and Governance Committee Our environmental, social and governance committee consists of Zvi Furman, Michal Tzuk, Liat Benyamini and Alla Felder, with Zvi Furman acting as the chairperson.
Directors and Senior Management The following table sets forth the name and position of each of our executive officers and directors as of Mach 15, 2025: Name Age Position Executive Officers Gilad Yavetz (3) 54 Chief Executive Officer and Director Nir Yehuda 49 Chief Financial Officer Amit Paz 58 Chief Innovation Officer Ilan Goren 52 General Manager, Enlight US Ayelet Cohen Israeli 57 Vice President, Operations Gilad Peled 50 General Manager, Enlight MENA Marko Liposcak 48 General Manager, Enlight EU Lisa Haimovitz 59 Vice President, General Counsel Meron Carr 52 Vice President, Strategic Projects Ziv Shor 48 General Manager, Projects Execution & Assets Management Division Non-Employee Directors Yair Seroussi (3)* 69 Chairman of the Board Liat Benyamini (1)(2)(4)* 48 Director Michal Tzuk (2)(4)* 48 Director Alla Felder (4)* 51 Director Dr.
Directors and Senior Management The following table sets forth the name and position of each of our executive officers and directors as of March 15, 2026: Name Age Position Executive Officers Adi Leviatan 49 Chief Executive Officer Nir Yehuda 50 Chief Financial Officer Amit Paz 59 Chief Innovation Officer Ilan Goren 53 General Manager, Enlight US Ayelet Cohen Israeli 58 Vice President, Operations Marko Liposcak 49 General Manager, Enlight EU Lisa Haimovitz 60 Vice President, General Counsel Meron Carr 53 Senior Vice President, Strategic Projects Ziv Shor 49 General Manager, Projects Execution & Assets Management Division Itay Banayan 46 Chief Corporate Development Officer Gilad Doron 51 Vice President, Human Resources Gilad Yavetz (3) 55 Executive Chairman of the Board Non Employee Directors Yair Seroussi (3)* 70 Vice Chairman of the Board Liat Benyamini (1)(2)(4)* 49 Director Michal Tzuk (2)(4)* 49 Director Alla Felder (4)* 52 Director Dr.
As of March 15, 2025, Adi Yarimi, CPA from Chaikin Cohen Rubin & Co., is acting as our internal auditor. Approval of Related Party Transactions under Israeli Law Fiduciary Duties of Directors and Executive Officers The Companies Law codifies the fiduciary duties that office holders owe to a company.
As of March 15, 2026, Adi Yarimi, CPA from C.C.R Management and Audit Ltd., is acting as our internal auditor. Approval of Related Party Transactions under Israeli Law Fiduciary Duties of Directors and Executive Officers The Companies Law codifies the fiduciary duties that office holders owe to a company.
All cash bonuses are limited to a maximum amount linked to the executive officer’s base salary. An annual cash bonus may be awarded to executive officers other than our chief executive officer upon the attainment of pre-set periodic objectives and individual and Company targets determined annually by our compensation committee and board of directors.
An annual cash bonus may be awarded to executive officers other than our chief executive officer upon the attainment of pre-set periodic objectives and individual and Company targets determined annually by our compensation committee and board of directors.
(TLV: ELSPC) and Fridenson Logistic Services Ltd. (TLV: FRDN). Ms. Benyamini is a Certified Public Accountant. She holds an M.A. in Contemporary Asian Studies and a B.A. degree in Accounting, Statistics and Operations Research, both from Tel Aviv University. Michal Tzuk has served as a member of the Board of Directors since April 2021. Ms.
Benyamini is a Certified Public Accountant. She holds an M.A. in Contemporary Asian Studies and a B.A. degree in Accounting, Statistics and Operations Research, both from Tel Aviv University. Michal Tzuk has served as a member of the Board of Directors since April 2021. Ms. Tzuk has served as the Chief Business Development Officer at Danel (Adir Yeoshua) Ltd.
He is also chairman of Tovanot B’Hinuch (a non-profit organization), and was previously on the board of directors of DSP Group, Inc. Mr.
He is also chairman of Tovanot B’Hinuch (a non-profit organization), and was previously the chairman of Prytek, a technology group, as well as a board member of DSP Group, Inc. Mr.
The RSUs, which would be granted under the Company’s 2010 Plan, would vest in four equal annual installments of 25% so long as Mr.
The options, RSUs, and PSUs, to be granted under the Company’s 2010 Plan, would vest in four equal annual instalments of 25% so long as Mr.
However, our board of directors has decided to form a nominating committee, which is responsible for identifying individuals qualified to become board members consistent with criteria approved by our board of directors and recommend that the board of directors approve our director nominees.
However, our board of directors has decided to form a nominating committee, which is responsible for identifying individuals qualified to become new board members consistent with criteria approved by our board of directors and recommend that the board of directors approve our director nominees. 124 Our nominating committee consists of Yair Seroussi, Gilad Yavetz and Zvi Furman, with Yair Seroussi acting as the chairperson.
Any such approval is subject to the terms of the Companies Law setting forth, among other things, the appropriate bodies of the company required to provide such approval and the methods of obtaining such approval. 114 Disclosure of Personal Interests of Director or Officer and Approval of Certain Transactions The Companies Law requires that an office holder disclose to the board of directors any personal interest that he or she may have and all related material information known to him or her concerning any existing or proposed transaction with the company.
Disclosure of Personal Interests of Director or Officer and Approval of Certain Transactions The Companies Law requires that an office holder disclose to the board of directors any personal interest that he or she may have and all related material information known to him or her concerning any existing or proposed transaction with the company.
If the compensation of our directors is inconsistent with our compensation policy, then those provisions that must be included in the compensation policy according to the Companies Law must have been considered by the compensation committee and board of directors, and shareholders’ approval will also be required, including: • at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting on such matter, are voted in favour of the compensation package, excluding abstentions; or • the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against the compensation package does not exceed 2.0% of the aggregate voting rights in the company.
If the compensation of our directors is inconsistent with our compensation policy, then such deviations may require the approval of our compensation committee, our board of directors, and our shareholders, including: • at least a majority of the shares held by all shareholders who are not controlling shareholders and do not have a personal interest in such matter, present and voting on such matter, are voted in favor of the compensation package, excluding abstentions; or • the total number of shares of non-controlling shareholders and shareholders who do not have a personal interest in such matter voting against the compensation package does not exceed 2.0% of the aggregate voting rights in the company.
However, the enforceability of the non-competition provisions may be limited under applicable law. Equity Awards . Since our inception, we have granted options to purchase our ordinary shares and, since 2024, RSUs to our executive officers and our directors.
These agreements also contain customary provisions regarding non-competition, non-solicitation, confidentiality of information and assignment of inventions. However, the enforceability of the non-competition provisions may be limited under applicable law. Equity Awards . Since our inception, we have granted options to purchase our ordinary shares, since 2024, RSUs and, since 2025, PSUs, to our executive officers and our directors.
To help our employees succeed in their roles, we emphasize continuous training and development opportunities. We are committed to maintaining a workplace that acknowledges, encourages, and values diversity and inclusion. We believe that individual differences, experiences, and strengths enrich the culture and fabric of our organization.
We are committed to maintaining a workplace that acknowledges, encourages, and values diversity and inclusion. We believe that individual differences, experiences, and strengths enrich the culture and fabric of our organization.
Our non-employee directors are compensated based on applicable Israeli regulations regarding external director compensation. The aggregate amount paid by the Company to its directors in the year ended December 31, 2024 was approximately NIS 1.86 million (or approximately $0.5 million). Executive Officers other than the Chief Executive Officer .
Our directors (excluding the Executive Chairman and Vice Chairman of our board of directors) are compensated based on applicable Israeli regulations regarding external director compensation. The aggregate amount paid by the Company to its directors in the year ended December 31, 2025 was approximately NIS 2.25 million (or approximately $0.65 million). 111 Executive Officers other than the Chief Executive Officer.
Furthermore, a non-material portion of the chief executive officer’s annual cash bonus, as provided in our compensation policy, may be based on a discretionary evaluation of the chief executive officer’s overall performance.
With respect to the chief executive officer, the pre-set periodic objectives and individual targets may be set as Company objectives and targets only. Furthermore, a non-material portion of the chief executive officer’s annual cash bonus, as provided in our compensation policy, may be based on a discretionary evaluation of the chief executive officer’s overall performance.
Gilad Peled of $0.82 million, $0.50 million, $0.36 million, $0.41 million and $0.41 million, respectively. All share-based compensation grants to our Covered Executives were made in accordance with the parameters of our compensation policy and were approved by the company’s compensation committee and board of directors.
Ziv Shor of $1.53 million, $0.47 million, $0.63 million, $0.42 million, and $0.80 million, respectively. All share-based compensation grants to our Covered Executives were made in accordance with the parameters of our compensation policy and were approved by the company’s compensation committee and board of directors.
Additionally, we annually pay to each of our other non-employee directors (excluding the chairman of our board of directors) a cash retainer of up to NIS 99,880 (or approximately $ 27,000 based on the BOI Exchange Rate) with an additional payment for service on board committees of NIS 3,715 (or approximately $ 1,004 based on the BOI Exchange Rate) per committee meeting. 103 Employment agreements with executive officers and directors We have entered into written employment agreements with each of our executive officers.
Additionally, we annually pay to each of our other directors (excluding the Executive Chairman and Vice Chairman of our board of directors) a cash retainer of up to NIS 103,115 (or approximately $33,209 based on the BOI Exchange Rate) with an additional payment for service on board committees of NIS 3,840 (or approximately $1,237 based on the BOI Exchange Rate) per committee meeting.
Lisa Haimovitz and Mr. Gilad Peled are $0.26 million, $0.11 million, $0.11 million, $0.10 million and $0.09 million, respectively. We recorded share-based compensation expenses in our financial statements for the year ended December 31, 2024 for Mr. Gilad Yavetz, Mr. Ilan Goren, Mr. Nir Yehuda Ms. Lisa Haimovitz and Mr.
Marko Liposcak, and Mr. Ziv Shor are $0.22 million, $0.19 million, $0.13 million, $0.13 million, and $0.11 million, respectively. We recorded share-based compensation expenses in our financial statements for the year ended December 31, 2025 for Mr. Gilad Yavetz, Mr. Nir Yehuda, Mr. Ilan Goren, Mr. Marko Liposcak, and Mr.
Yavetz serves as an officer of the Company, with the first installment to vest a year from the grant date and an additional 25% to vest on each annual anniversary of the vesting date thereafter. • the grant of 14,233 RSUs to the chairman of our board of directors, Yair Seroussi.
Yavetz serves as an office holder of the Company, with the first instalment to vest a year from the grant date and an additional 25% to vest on each annual anniversary of the vesting date thereafter.
Option exchange plan On February 12, 2025, our board of directors approved the cancellation of certain vested and unvested share options previously granted to employees and officers of the Company, including our chairman of the board and CEO, who agree to the cancellation of such options, and the replacement thereof with RSUs (the “Option Exchange Plan”).
In February 2025, our board of directors approved the cancellation of certain vested and unvested share options previously granted to employees and officers of the Company and the replacement thereof with RSUs.
See Item 6.B “Compensation.” Share option plans 2010 Plan The 2010 Plan was adopted by our board of directors on February 4, 2010, and has been extended since then from time to time. In August 2023, the 2010 Plan was amended by the board of directors to authorize the grant of RSUs.
Adi Leviatan, exempting her from liability towards the Company under certain limited circumstances. See Item 6.B. “Compensation.” Share option plans 2010 Plan The 2010 Plan was adopted by our board of directors on February 4, 2010, and has been extended since then from time to time.
(NYSE: ZIM), a global shipping operator. He is currently on the board of directors of Mediterranean Towers Ltd. (TLV: MDTR), Stratasys Ltd. (NASDAQ: SSYS), and Prytek, a technology group in which he served as chairman until December 2024, and now as a director.
Seroussi serves as the chairman of ZIM Integrated Shipping Services Ltd. (NYSE: ZIM), a global shipping operator. He is currently on the board of directors of Mediterranean Towers Ltd. (TLV: MDTR), and Stratasys Ltd. (NASDAQ: SSYS).
Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder for these purposes.
Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be one shareholder for these purposes. For a description of the approvals required under Israeli law for compensation arrangements of officers and directors, see Item 6.B.
An Israeli company may insure an office holder against the following liabilities incurred for acts performed as an office holder if and to the extent provided in the company’s articles of association: • a breach of the duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; • a breach of the duty of care to the company or to a third party, including a breach arising out of the negligent conduct of the office holder; • a financial liability imposed on the office holder in favour of a third party; • a financial liability imposed on the office holder in favour of a third party harmed by a breach in an administrative proceeding; and • expenses, including reasonable litigation expenses and legal fees, incurred by the office holder as a result of an administrative proceeding instituted against him or her pursuant to certain provisions of the Israeli Securities Law. 116 An Israeli company may not indemnify or insure an office holder against any of the following: • a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; • a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; • an act or omission committed with intent to derive illegal personal benefit; or • a fine, monetary sanction or forfeit levied against the office holder.
An Israeli company may not indemnify or insure an office holder against any of the following: • a breach of the duty of loyalty, except to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; • a breach of the duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder; • an act or omission committed with intent to derive illegal personal benefit; or • a fine, monetary sanction or forfeit levied against the office holder.
He previously served as managing partner of KCPS Manof (2009) Ltd., as general manager of Bank Hapoalim in the United States and as general manager of Bank Otsar Hachayal. Mr.
He previously served as managing partner of KCPS Manof (2009) Ltd., as general manager of Bank Hapoalim in the United States and as general manager of Bank Otsar Hachayal. Mr. Furman holds a B.A. in Economics and Political Science and an M.A. in Business Administration, both from Tel Aviv University.
Compensation expenses recorded in 2024 of $0.41 million in salary expenses and $0.06 million in social benefits costs. • Mr. Ilan Goren, General Manager Enlight US. Compensation expenses recorded in 2024 of $0.34 million in salary expenses (including expenses and costs associated with Mr.
Ilan Goren, General Manager Enlight US Compensation expenses recorded in 2025 of $0.33 million in salary expenses and $0.01 million in social benefits costs. • Mr. Marko Liposcak, General Manager, Enlight Europe. Compensation expenses recorded in 2025 of $ 0.27 million in salary expenses and $0.04 million in social benefits costs. • Mr.
These agreements generally provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive salary and benefits. These agreements also contain customary provisions regarding non-competition, non-solicitation, confidentiality of information and assignment of inventions.
Employment agreements with executive officers and directors We have entered into written employment agreements with each of our executive officers. These agreements generally provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive salary and benefits.
Peled holds an M.A. in Political Science with a specialization in National Security from Haifa University and a B.A. in Economics from Tel Aviv University. Marko Liposcak is serving as the General Manager of Enlight Europe. He joined Enlight’s Business Development team in 2017 and has been leading the Company’s business development activities in Europe since 2021.
Cohen Israeli holds a B.Sc in Industrial Engineering and Management from Ben Gurion University. Marko Liposcak is serving as the General Manager of Enlight Europe. He joined Enlight’s Business Development team in 2017 and has been leading the Company’s business development activities in Europe since 2021. With over 15 years of experience in renewable energy, Mr.
We regularly conduct assessments of our compensation and benefit practices and pay levels to help ensure that staff members are compensated fairly and competitively. Employee performance is measured in part based on goals that are aligned with our annual objectives, and we recognize that our success is based on the talents and dedication of those we employ.
Employee performance is measured in part based on goals that are aligned with our annual objectives, and we recognize that our success is based on the talents and dedication of those we employ. To help our employees succeed in their roles, we emphasize continuous training and development opportunities.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

29 edited+1 added−5 removed7 unchanged
Biggest change(7) 6,018,721 5.05 % Directors and executive officers Gilad Yavetz (8) 2,102,226 1.75 % Nir Yehuda (9) 290,672 * Amit Paz (10) 1,188,088 * Ilan Goren (11) 352,973 * Ayelet Cohen Israeli (12) 88,257 * Gilad Peled (13) 51,314 * Marko Liposcak (14) 51,402 * Lisa Haimovitz (15) 78,257 * Meron Carr (16) 313,472 * Ziv Shor ( 17 ) 0 * Yair Seroussi (18) 240,115 * Liat Benyamini (19) 1,704 * Michal Tzuk (20) 1,704 * Alla Felder (21) 1,704 * Dr.
Biggest change(6) 8,155,587.00 5.85 % Directors and executive officers Adi Leviatan - - Nir Yehuda (7) 37,642.00 0.03 % Amit Paz (8) 265,049.10 0.19 % Ilan Goren (9) 294,341.00 0.21 % Ayelet Cohen Israeli (10) 21,512.00 0.02 % Marko Liposcak (11) 6,401.00 0.01 % Lisa Haimovitz (12) 59,012.00 0.04 % Meron Carr (13) 33,032.00 0.02 % Ziv Shor (14) 53,734.00 0.04 % Itay Banayan - - Gilad Doron - - Gilad Yavetz (15) 1,191,916.10 0.85 % Yair Seroussi (16) 149,116.00 0.11 % Liat Benyamini (17) 3,408.00 0.00 % Michal Tzuk (18) 3,408.00 0.00 % Alla Felder (19) 3,408.00 0.00 % Dr.
Related Party Transactions The following is a description of our related party transactions as defined under Item 7.B of Form 20-F, since January 1, 2022. Agreements with Directors and Officers Employment Agreements . We have entered into written employment agreements with each of our executive officers. See Item 6. “Directors, Senior Management and Employees.” Awards .
Related Party Transactions The following is a description of our related party transactions as defined under Item 7.B. of Form 20-F, since January 1, 2023. Agreements with Directors and Officers Employment Agreements. We have entered into written employment agreements with each of our executive officers. See Item 6. “Directors, Senior Management and Employees.” Awards.
This policy covers, among others, interested party transactions under the Companies Law, interested party transactions as defined in Part I, Item 7.B of Form 20-F and transactions between the Company and an interested party, which are material to the Company or the interested party, and any such transactions between the Company and an interested party that are unusual in their nature or conditions. 121 C.
This policy covers, among others, interested party transactions under the Companies Law, interested party transactions as defined in Part I, Item 7.B. of Form 20-F and transactions between the Company and an interested party, which are material to the Company or the interested party, and any such transactions between the Company and an interested party that are unusual in their nature or conditions.
For purposes of the table below, we deem shares subject to options or other rights that are currently exercisable or exercisable within 60 days of March 15, 2025, to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of computing the percentage ownership of that person but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
For purposes of the table below, we deem shares subject to options or other rights that are currently exercisable or exercisable within 60 days of March 15, 2026, to be outstanding and to be beneficially owned by the person holding the options or other rights for the purposes of computing the percentage ownership of that person but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
Since our inception, we have granted options to purchase our ordinary shares and, since 2023, RSUs to our executive officers and certain of our directors. Our board of directors recently approved the cancellation of certain vested and unvested share options previously granted to employees and officers of the Company and the replacement thereof with RSUs.
Since our inception, we have granted options to purchase our ordinary shares and, since 2023, RSUs to our executive officers and certain of our directors. In February 2025, our board of directors approved the cancellation of certain vested and unvested share options previously granted to employees and officers of the Company and the replacement thereof with RSUs.
Furman that vest within 60 days from March 15, 2025. 120 Significant Changes in Ownership To our knowledge, other than as disclosed in the table above, our other filings with the SEC and this Annual Report there has been no significant change in the percentage ownership held by any major shareholder during the past three years.
Furman that vest within 60 days of March 15, 2026. 131 Significant Changes in Ownership To our knowledge, other than as disclosed in the table above, our other filings with the SEC and this Annual Report, there has been no significant change in the percentage ownership held by any major shareholder during the past three years.
Registered Holders Based on the information provided to us by our transfer agent as of March 15, 2025, Cede & Co. was the one registered holder of our ordinary shares, holding approximately 13.52% of our outstanding ordinary shares.
Registered Holders Based on the information provided to us by our transfer agent as of March 15, 2026, Cede & Co. was the one registered holder of our ordinary shares, holding approximately 11.7% of our outstanding ordinary shares.
The percentage of shares beneficially owned is based on 119,095,640 ordinary shares outstanding as of March 15, 2025. All of our shareholders, including the shareholders listed below, have the same voting rights attached to their ordinary shares. Neither our principal shareholders nor our directors and executive officers will have different or special voting rights with respect to their ordinary shares.
The percentage of shares beneficially owned is based on 139,444,059.5 ordinary shares outstanding as of March 15, 2026. All of our shareholders, including the shareholders listed below, have the same voting rights attached to their ordinary shares. Neither our principal shareholders nor our directors and executive officers will have different or special voting rights with respect to their ordinary shares.
Not included as beneficially owned by Dr. Weil are 801,304 ordinary shares owned directly by Givon Investments Partnership (GAAS), which is controlled by the Weil family of which Dr. Weil is a part. (22) Consists of 1,704 RSUs held by Mr. Betzalel that vest within 60 days from March 15, 2025. (23) Consists of 1,704 RSUs held by Mr.
Not included as beneficially owned by Dr. Weil are 470,091 ordinary shares owned directly by Givon Investments Partnership (GAAS), which is controlled by the Weil family of which Dr. Weil is a part. (21) Consists of 3,408 RSUs held by Mr. Betzalel that vest within 60 days of March 15, 2026. (22) Consists of 3,408 RSUs held by Mr.
Cohen Israeli that vest within 60 days from March 15, 2025 and (ii) 85,000 ordinary shares subject to options held by Ms. Cohen Israeli that are exercisable within 60 days of March 15, 2025. (13) Consists of (i) 6,314 RSUs held by Mr.
Goren that are exercisable within 60 days of March 15, 2026. (10) Consists of (i) 6,512 RSUs held by Ms. Cohen Israeli that vest within 60 days of March 15, 2026, and (ii) 15,000 ordinary shares subject to options held by Ms. Cohen Israeli that are exercisable within 60 days of March 15, 2026.
In addition, we have also issued an exemption letter to our Chief Executive Officer and each of our directors, exempting them from liability towards the Company under certain limited circumstances.
In addition, we have also issued an exemption letter to our Chief Executive Officer and each of our directors, exempting them from liability towards the Company under certain limited circumstances. See Item 6.B “Compensation-Employment agreements with executive officers and directors” and Item 6.C.
See Item 6.B “Compensation-Employment agreements with executive officers and directors” and Item 6.C “Board Practices-Exculpation, Insurance and Indemnification of Office Holders.” Related Party Transaction Policy We have adopted guidelines and criteria which set forth the policies and procedures for the review and approval or ratification of related party transactions.
“Board Practices —Exculpation, Insurance and Indemnification of Office Holders.” Related Party Transaction Policy We have adopted guidelines and criteria which set forth the policies and procedures for the review and approval or ratification of related party transactions.
Unless otherwise noted, the address of each shareholder listed below is 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel. Principal shareholders Number of Ordinary Shares % of Outstanding Ordinary Shares Greater than 5% shareholders Migdal Insurance & Financial Holdings Ltd. (1) 7,255,590 6.09 % Harel Insurance Investments & Financial Services Ltd. (2) 11,550,672 9.70 % Phoenix Financial Ltd.
Unless otherwise noted, the address of each shareholder listed below is 13 Amal St., Afek Industrial Park, Rosh Ha’ayin 4809249, Israel. 129 Principal shareholders Number of Ordinary Shares % of Outstanding Shares Greater than 5% shareholders Migdal Insurance & Financial Holdings Ltd. (1) 11,195,156.00 8.03 % Harel Insurance Investments & Financial Services Ltd. (2) 14,512,845.30 10.41 % Phoenix Financial Ltd.
Seroussi that vest within 60 days from March 15, 2025 and (ii) 236,557 ordinary shares subject to options held by Mr. Seroussi that are exercisable within 60 days of March 15, 2025. (18) Consists of 1,704 RSUs held by Ms. Benyamini that vest within 60 days from March 15, 2025. (19) Consists of 1,704 RSUs held by Ms.
Seroussi that vest within 60 days of March 15, 2026, and (ii) 142,000 ordinary shares subject to options held by Mr. Seroussi that are exercisable within 60 days of March 15, 2026. (17) Consists of 3,408 RSUs held by Ms. Benyamini that vest within 60 days of March 15, 2026. (18) Consists of 3,408 RSUs held by Ms.
Tzuk that vest within 60 days from March 15, 2025. (20) Consists of 1,704 RSUs held by Ms. Felder that vest within 60 days from March 15, 2025. (21) Consists of (i) 40,552 ordinary shares beneficially owned directly by Dr. Weil and (ii) 1,704 RSUs held by Dr. Weil that vest within 60 days from March 15, 2025.
Tzuk that vest within 60 days of March 15, 2026. (19) Consists of 3,408 RSUs held by Ms. Felder that vest within 60 days of March 15, 2026. (20) Consists of (i) 14,614 ordinary shares beneficially owned directly by Dr. Weil and (ii) 3,408 RSUs held by Dr. Weil that vest within 60 days of March 15, 2026.
Paz that vest within 60 days from March 15, 2025, and (iii) 416,306 ordinary shares subject to options held by Mr. Paz that are exercisable within 60 days of March 15, 2025. (11) Consists of (i) 7,042 RSUs held by Mr.
Yavetz that vest within 60 days of March 15, 2026, and (iii) 352,207 ordinary shares subject to options held by Mr. Yavetz that are exercisable within 60 days of March 15, 2026. (16) Consists of (i) 7,116 RSUs held by Mr.
Liposcak that vest within 60 days from March 15, 2025 and (ii) 45,000 ordinary shares subject to options held by Mr. Liposcak that are exercisable within 60 days of March 15, 2025. (15) Consists of (i) 3,257 RSUs held by Ms.
(11) Consists of 6,401 RSUs held by Mr. Liposcak that vest within 60 days of March 15, 2026. (12) Consists of (i) 6,512 RSUs held by Ms. Haimovitz that vest within 60 days of March 15, 2026, and (ii) 52,500 ordinary shares subject to options held by Ms. Haimovitz that are exercisable within 60 days of March 15, 2026.
To the Company’s knowledge, the ultimate controlling shareholders of Harel are Mr. Yair Hamburger, Mr. Gideon Hamburger and Ms. Nurit Manor. The address of Harel is Abba Hillel 3, Ramat Gan, Israel. (3) To the Company’s knowledge, consists of 11,550,672 ordinary shares as of December 31,2024 beneficially owned by the Phoenix Financial Ltd. and entitles under its control (“Phoenix”).
Nurit Manor. The address of Harel is Abba Hillel 3, Ramat Gan, Israel. (3) To the Company’s knowledge, consists of 12,158,327.88 ordinary shares as of December 31, 2025, beneficially owned by the Phoenix Financial Ltd. (“Phoenix”) and entities under its control.
(5) To the Company’s knowledge, consists of 8,789,561 ordinary shares as of December 31,2024 beneficially owned by Clal Insurance Enterprises Holdings Ltd. and entities under its control (“Clal”). In addition, to the Company’s knowledge, Clal holds 22,651,517 units of Series C Debentures. The address for Clal is 36 Raul Walenberg St., Tel Aviv, Israel.
The address of Meitav is 1 Jabotinski, Bene-Beraq, Israel. (5) To the Company’s knowledge, consists of 9,890,141.3 ordinary shares as of December 31 ,2025, beneficially owned by Clal Insurance Enterprises Holdings Ltd. (“Clal”) and entities under its control. In addition, to the Company’s knowledge, Clal holds 22,651,517 units of Series C Debentures and 20,076,069 units of Series H Debentures.
Peled that vest within 60 days from March 15, 2025 and (ii) 45,000 ordinary shares subject to options held by Mr. Peled that are exercisable within 60 days of March 15, 2025. (14) Consists of (i) 6,402 RSUs held by Mr.
(13) Consists of (i) 11,364 RSUs held by Mr. Carr that vest within 60 days of March 15, 2026, and (ii) 21,668 ordinary shares subject to options held by Mr. Carr that are exercisable within 60 days of March 15, 2026. (14) Consists of (i) 19,392 RSUs held by Mr.
Yehuda that vest within 60 days from March 15, 2025, and (ii) 283,727 ordinary shares subject to options held by Mr. Yehuda that are exercisable within 60 days of March 15, 2025. (10) Consists of (i) 765,468 ordinary shares beneficially owned directly by Mr. Paz, (ii) 6,314 RSUs held by Mr.
Shor that vest within 60 days of March 15, 2026, and (ii) 34,342 ordinary shares subject to options held by Mr. Shor that are exercisable within 60 days of March 15, 2026. (15) Consists of (i) 796,198.1 ordinary shares beneficially owned directly by Mr. Yavetz, (ii) 43,511 RSUs held by Mr.
(6) Pursuant to a Schedule 13G filed by Menora Mivtachim Holdings Ltd. (“Menora”) with the SEC on November 14, 2024, consists of 8,476,563 ordinary shares as of September 30, 2024 beneficially owned by Menora and entitles under its control. The address of Menora is Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel.
The address of Clal is 36 Raul Walenberg St., Tel Aviv, Israel. 130 (6) Pursuant to a Schedule 13G filed by Menora Mivtachim Holdings Ltd. (“Menora”) with the SEC on February 11, 2026, consists of 8,155,587 ordinary shares as of December 31, 2025, beneficially owned by Menora and entities under its control.
Shai Weil (22) 42,256 * Yitzhak Betzalel (23) 1,704 * Zvi Furman (24) 1,704 * All executive officers and directors as a group (17 persons) 122,301,225 2.62 % * Indicates ownership of less than 1%. 118 (1) Pursuant to a Schedule 13G filed by Migdal Insurance & Financial Holdings Ltd.
Shai Weil (20) 18,022.00 0.01 % Yitzhak Betzalel (21) 3,408.00 0.00 % Zvi Furman (22) 3,408.00 0.00 % All executive officers and directors as a group (19 persons) 2,146,817.20 1.53 % ___________________ (1) Pursuant to a Schedule 13G filed by Migdal Insurance & Financial Holdings Ltd.
Goren that vest within 60 days from March 15, 2025 and (ii) 345,931 ordinary shares subject to options held by Mr. Goren that are exercisable within 60 days of March 15, 2025. 119 (12) Consists of (i) 3,257 RSUs held by Ms.
(8) Consists of (i) 252,423.1 ordinary shares beneficially owned directly by Mr. Paz, and (ii) 12,626 RSUs held by Mr. Paz that vest within 60 days of March 15, 2026. (9) Consists of (i) 9,341 RSUs held by Mr. Goren that vest within 60 days of March 15, 2026, and (ii) 285,000 ordinary shares subject to options held by Mr.
In addition, to the Company’s knowledge, Phoenix holds 70,375,443 units of Series C Debentures. The address of Phoenix is Derech Hashalom 53, Givataim, 53454, Israel. (4) Pursuant to a Schedule 13G filed by Meitav Investment House Ltd.
In addition, to the Company’s knowledge, Phoenix holds 69,625,443 units of Series C Debentures and 9,708,364 units of Series H Debentures. The address of Phoenix is Derech Hashalom 53, Givataim, 53454, Israel. (4) To the Company’s knowledge, consists of 9,629,569 ordinary shares as of December 31, 2025, beneficially owned by Meitav Investment House Ltd. (“Meitav”) and entities under its control.
(“Migdal”) with the SEC on February 13, 2025, consists of 7,255,590 ordinary shares as of December 31,2024 beneficially owned by Migdal and entities under its control. The address of Migdal is 4 Efal Street, P.O.
(“Migdal”) with the SEC on November 13, 2025, consists of 11,195,156 ordinary shares as of September 30, 2025, beneficially owned by Migdal and entities under its control. The address of Migdal is 4 Efal Street, P.O. Box 3063, Petach Tikva, Israel. (2) Pursuant to a Schedule 13G filed by Harel Insurance Investments & Financial Services Ltd.
Carr that vest within 60 days from March 15, 2025 and (ii) 307,790 ordinary shares subject to options held by Mr. Carr that are exercisable within 60 days of March 15, 2025. (17) Consists of (i) 3,558 RSUs held by Mr.
The address of Menora is Menora House, 23 Jabotinsky St., Ramat Gan 5251102, Israel. (7) Consists of (i) 13,890 RSUs held by Mr. Yehuda that vest within 60 days of March 15, 2026, and (ii) 23,752 ordinary shares subject to options held by Mr. Yehuda that are exercisable within 60 days of March 15, 2026.
Box 3063, Petach Tikva, Israel (2) To the Company’s knowledge, consists of 11,550,672 ordinary shares as of December 31,2024, beneficially owned by Harel Insurance Investments & Financial Services Ltd. and entities under its control (“Harel”). In addition, to the Company’s knowledge, Harel holds 7,060,651 units of Series C Debentures.
(“Harel”) with the SEC on February 9, 2026, consists of 14,512,845.3 ordinary shares as of December 31, 2025, beneficially owned by Harel and entities under its control. In addition, to the Company’s knowledge, Harel holds 6,599,319 units of Series C Debentures. To the Company’s knowledge, the ultimate controlling shareholders of Harel are Mr. Yair Hamburger, Mr. Gideon Hamburger and Ms.
(3) 11,438,885 9.60 % Meitav Investment House Ltd. (4) 12,617,928 10.59 % Clal Insurance Enterprises Holdings Ltd. (5) 8,789,561 7.38 % Menora Mivtachim Holdings Ltd. (6) 8,476,563 7.12 % Yelin Lapidot Holdings Management Ltd.
(3) 12,158,327.88 8.72 % Meitav Investment House Ltd. (4) 9,629,569.00 6.91 % Clal Insurance Enterprises Holdings Ltd. (5) 9,890,141.30 7.09 % Menora Mivtachim Holdings Ltd.
Removed
(“Meitav”) with the SEC on February 18, 2025, consists of 12,617,928 ordinary shares, as of February 16, 2025, beneficially owned by Meitav and entitles under its control. The address for Meitav is 1 Jabotinski, Bene-Beraq, Israel.
Added
C. Interests of Experts and Counsel Not applicable.
Removed
(7) Pursuant to a Schedule 13G filed by Yelin Lapidot Holdings Management Ltd. (“Yelin Lapidot Holdings”) with the SEC on July 31, 2024, consists of 6,018,721 ordinary shares as of July 25, 2025 beneficially owned by Yelin Lapidot Holdings and entitles under its control as of July 25, 2024.
Removed
The address of Yelin Lapidot Holdings is 50 Dizengoff St., Dizengoff Center, Gate 3, Top Tower, 13th floor, Tel Aviv 64332, Israel. (8) Consists of (i) 796,198 ordinary shares beneficially owned directly by Mr. Yavetz, (ii) 21,756 RSUs held by Mr.
Removed
Yavetz that vest within 60 days from March 15, 2025, and (iii) 1,284,272 ordinary shares subject to options held by Mr. Yavetz that are exercisable within 60 days of March 15, 2025. (9) Consists of (i) 6,945 RSUs held by Mr.
Removed
Haimovitz that vest within 60 days from March 15, 2025 and (ii) 75,000 ordinary shares subject to options held by Ms. Haimovitz that are exercisable within 60 days of March 15, 2025. (16) Consists of (i) 5,682 RSUs held by Mr.

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