| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
ELBIT SYSTEMS LTD [ ESLT ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
[ESLT] | |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 04/09/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary shares, par value 1.00 NIS per share | 04/09/2026 | M | 9,000 | A | $134.34 | 9,000 | I | Held in an employee benefit trust by IBI Trust Management(1) | ||
| Ordinary shares, par value 1.00 NIS per share | 04/09/2026 | F | 1,346(2) | D | $898.47(3) | 7,654 | I | Held in an employee benefit trust by IBI Trust Management(1) | ||
| Ordinary shares, par value 1.00 NIS per share | 04/09/2026 | S | 7,654 | D | $887.4(3) | 0 | I | Held in an employee benefit trust by IBI Trust Management(1) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $134.34 | 04/09/2026 | M | 9,000 | (4) | 07/07/2027 | Ordinary Shares | 9,000 | $0 | 0 | I | Held in an employee benefit trust by IBI Trust Management(1) | |||
| Explanation of Responses: |
| 1. Mr. Shmuely'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. Shmuely was the sole beneficiary of the options. |
| 2. These shares were retained by the Company in payment of the exercise price of the employee stock options exercised by Mr. Shmuely. The amount retained by the Company was not in excess of the amount of the exercise price. |
| 3. 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. |
| 4. 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. |
| /s/ Adi Pinchas Confino, Attorney-in-Fact | 04/10/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||