ELBIT SYSTEMS LTD·4

Apr 10, 7:25 AM ET

Machlis Bezhalel 4

4 · ELBIT SYSTEMS LTD · Filed Apr 10, 2026

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Elbit Systems (ESLT) CEO Machlis Exercises Options, Sells 25,514 Shares

What Happened
Machlis Bezhalel, President and CEO of Elbit Systems Ltd. (ESLT), exercised employee stock options and then sold most of the resulting shares. On 2026-04-09 he exercised options generating 30,000 shares (reported acquisition at $134.34 per share — approx. $4.03M). The company retained 4,486 shares to cover the exercise price/tax withholding, and 25,514 shares were sold in an open-market transaction at $887.40 per share for about $22.64M. A separate derivative line reports 30,000 option shares at $0 in connection with the exercise/settlement mechanics (see footnotes).

Key Details

  • Transaction date: 2026-04-09; Form 4 filed 2026-04-10 (timely filing).
  • Option exercise: 30,000 shares acquired @ $134.34 = $4,030,200 (code M).
  • Withholding/payment: 4,486 shares retained by the company @ reported $898.47 (code F) to cover exercise price/taxes = $4,030,536 (amount reported in NIS converted to USD; see footnote).
  • Open-market sale: 25,514 shares sold @ $887.40 = $22,641,124 (code S).
  • Additional derivative line: 30,000 shares reported as disposed at $0 (administrative reporting of exercise/settlement).
  • Footnotes: options and resulting shares were held in trust with Mr. Machlis as sole beneficiary (F1); company retention covered exercise/taxes and was not in excess (F2); NIS→USD conversion used NIS 3.142 = $1 (F3); options vested in four tranches through April 7, 2026 (F4).
  • Shares owned after the transactions are not specified in the excerpt — see the full Form 4 for post-transaction holdings.

Context: This was effectively a cashless option exercise where exercised shares were used to pay exercise price/taxes (share withholding) and the remainder was sold in the open market. Such transactions are common for option exercises and reflect liquidity/settlement of awards rather than an outright purchase signal.

Insider Transaction Report

Form 4
Period: 2026-04-09
Machlis Bezhalel
President and CEO
Transactions
  • Exercise/Conversion

    Ordinary shares, par value 1.00 NIS per share

    [F1]
    2026-04-09$134.34/sh+30,000$4,030,20030,000 total(indirect: By Trust)
  • Tax Payment

    Ordinary shares, par value 1.00 NIS per share

    [F2][F3][F1]
    2026-04-09$898.47/sh4,486$4,030,53625,514 total(indirect: By Trust)
  • Sale

    Ordinary shares, par value 1.00 NIS per share

    [F3][F1]
    2026-04-09$887.40/sh25,514$22,641,1240 total(indirect: By Trust)
  • Exercise/Conversion

    Employee Stock Option (right to buy)

    [F4][F1]
    2026-04-0930,0000 total(indirect: By Trust)
    Exercise: $134.34Exp: 2027-07-07Ordinary Shares (30,000 underlying)
Footnotes (4)
  • [F1]Mr. Machlis's options and the shares resulting from any exercise of those options were held in trust in accordance with the terms of his award agreement and the plan under which they were granted. Mr. Machlis was the sole beneficiary of the options.
  • [F2]These shares were retained by the Company in payment of the exercise price of the employee stock options exercised by Mr. Machlis. The amount retained by the Company was not in excess of the amount of the exercise price.
  • [F3]The price was paid in New Israeli Shekel. For purposes of this Form 4, a conversion rate of NIS 3.142 for each USD $1.00 was used, which was the closing foreign exchange rate on the date immediately preceding the date of the transaction.
  • [F4]These options vested and became exercisable in four tranches: 40% on April 7, 2023, 20% on April 7, 2024, 20% on April 7, 2025 and 20% on April 7, 2026.
Signature
/s/ Adi Pinchas Confino, Attorney-in-Fact|2026-04-10

Documents

1 file
  • 4
    zk2635053.xmlPrimary

    FORM 4