| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 04/12/2026 | 3. Issuer Name and Ticker or Trading Symbol
ELBIT SYSTEMS LTD [ ESLT ] | |||||||||||||||
| 3a. Foreign Trading Symbol
[ESLT] | 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (right to buy) | (1) | 12/19/2028 | Ordinary Shares | 20,000(2) | $197.82 | I(3) | Held in an employee benefit trust by IBI Trust Management |
| Employee Stock Option (right to buy) | (4) | 06/24/2031 | Ordinary Shares | 5,000(2) | $912.6 | I(3) | Held in an employee benefit trust by IBI Trust Management |
| Explanation of Responses: |
| 1. Mr. Cohen received a grant of options on September 19, 2024, which vests and becomes exercisable in three tranches: 40% on September 19, 2026, 30% on September 19, 2027, and 30% on September 19, 2028. |
| 2. Unless otherwise determined by the option plan's administrator, a net exercise mechanism will be used with respect to the options, which entitles Mr. Cohen to exercise the options for a number of shares determined based on the excess, if any, of the fair market value of the shares underlying such options minus the exercise price of such options, calculated based on the date of exercise. Therefore, the number of shares actually received by Mr. Cohen following any exercise of options will likely be fewer than the number of shares subject to the options. |
| 3. Mr. Cohen's options are held in trust in accordance with the terms of his award agreement and the option plan under which they were granted. Mr. Cohen is the sole beneficiary of the options. |
| 4. Mr. Cohen received a grant of options on March 24, 2026, which vests and becomes exercisable in three tranches: 40% on March 24, 2028, 30% on March 24, 2029, and 30% on March 24, 2030. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Adi Pinchas Confino, Attorney-in-Fact | 04/16/2026 | |
| ** 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 5 (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 3: SEC 1473 (03-26) | ||