| 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
Freightos Ltd [ CRGO ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
[N/A] | |||||||||||||||||||||||||||
| 3. Date of Earliest Transaction
(Month/Day/Year) 04/16/2026 | 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 | 04/16/2026 | S(1) | 193 | D | $1.85 | 5,657(2) | D | |||
| Ordinary Shares | 04/16/2026 | S(1) | 653 | D | $1.85 | 19,177(3) | D | |||
| Ordinary Shares(4) | 3,500 | D | ||||||||
| Ordinary Shares(4) | 28,000(5) | D | ||||||||
| 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 | ||||||||
| Stock Option (right to buy)(4) | $1.45 | 08/03/2023 | 11/06/2029 | Ordinary Shares | 7,476 | 7,476 | D | ||||||||
| Stock Option (right to buy)(4) | $4.17 | 01/01/2026 | 02/17/2032 | Ordinary Shares | 5,629 | 5,629 | D | ||||||||
| Explanation of Responses: |
| 1. The transaction reported in this row consists of a sale-to-cover on behalf of the Reporting Person to cover tax liability for vesting of restricted share units ("RSUs") that had been granted by the Issuer to the Reporting Person. |
| 2. The ordinary shares reported in this row consist of shares underlying RSUs granted by the Issuer to the Reporting Person that began vesting on July 15, 2023 and that vest (and settle for underlying ordinary shares) in accordance with the following schedule: Of the 5,850 RSUs originally granted, 33.33% of those RSUs vested upon the one-year anniversary of the vesting commencement date and the remainder of those RSUs vest equally on a quarterly basis over the following eight quarters (8.3325% per quarter) such that all such 5,850 RSUs (reduced by any RSUs for which underlying shares are sold to cover tax liability) will be vested by the three-year anniversary of the vesting commencement date (July 15, 2026). |
| 3. The ordinary shares reported in this row consist of shares underlying RSUs granted by the Issuer to the Reporting Person that began vesting on July 15, 2024 and that vest (and settle for underlying ordinary shares) in accordance with the following schedule: Of the 19,830 RSUs originally granted, 33.33% of those RSUs vested upon the one-year anniversary of the vesting commencement date and the remainder of those RSUs vest equally on a quarterly basis over the following eight quarters (8.3325% per quarter) such that all such 19,830 RSUs (reduced by any RSUs for which underlying shares are sold to cover tax liability) will be vested by the three-year anniversary of the vesting commencement date (July 15, 2027). |
| 4. There were no transactions effected in respect of the securities reported in this row, and the holdings in this row are being included for informational purposes only. |
| 5. The ordinary shares reported in this row consist of shares underlying RSUs granted by the Issuer to the Reporting Person that began vesting on July 15, 2025 and that vest (and settle for underlying ordinary shares) in accordance with the following schedule: 33.33% of the RSUs vested upon the one-year anniversary of the vesting commencement date and the remaining RSUs vest equally on a quarterly basis over the following eight quarters (8.3325% per quarter) such that all such RSUs will be vested by the three-year anniversary of the vesting commencement date. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney |
| /s/ Max Sitnick, Attorney-in-fact | 04/20/2026 | |
| ** 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) | ||