[SCHEDULE 13D] Perion Network Ltd. SEC Filing

Rhea-AI Filing Summary

Schedule 13D filing: Phoenix Financial Ltd., an Israeli holding company active in insurance and asset management, disclosed a 5.72% beneficial stake (2,574,926.52 ordinary shares) in Perion Network Ltd. ("PERI"). The stake size is calculated against the issuer’s 45,037,180 outstanding shares reported in Perion’s 20-F dated 25-Mar-2025.

Ownership structure & voting power: The shares are held by Phoenix Financial’s wholly-owned subsidiaries (Phoenix Insurance, Phoenix Pension & Provident Fund, etc.). Phoenix reports 0 sole voting/dispositive power and shared voting & dispositive power over the entire position, reflecting the subsidiaries’ independent management of client and proprietary accounts. Funding sources are working capital and the company’s own "nostro" account.

Governance initiative: On 26-Jun-2025 Phoenix Insurance and Value Base Fund LP jointly sent a Demand Letter to Perion’s board requesting an extraordinary shareholders’ meeting to: (i) amend the Articles so a simple-majority meeting can cancel any rights plan, and (ii) immediately cancel the rights plan adopted 3-Apr-2025. Aside from the letter, the parties state there is no formal agreement or voting pact. If Phoenix and Value Base were viewed as a Section 13(d) group, the combined position would be 11.48% (5,171,757.52 shares).

Future actions: Phoenix indicates it may increase, decrease or exit its position, and may engage management, the board, or other shareholders on corporate governance and strategic matters. Potential steps include further discussions, advisor retention, or other actions aimed at withdrawing or submitting the rights plan to a shareholder vote.

Regulatory background: Phoenix and its officers report no criminal convictions or civil judgments in the past five years. Exhibits include director/officer information, the Demand Letter (English translation), recent trading activity, and a board resolution authorising signatures.

Positive

• Activist catalyst: Demand for an extraordinary meeting seeks to cancel the April 2025 rights plan, potentially improving shareholder influence.
• Meaningful stake disclosed: Phoenix Financial controls 5.72% of PERI; combined with Value Base Fund, influence could rise to 11.48%.
• No adverse legal history: Reporting persons and executives disclose no criminal or civil violations in past five years.

Negative

• Governance conflict risk: Pushback against the rights plan may lead to board-shareholder friction and uncertainty.
• Limited sole voting power: Phoenix lists zero sole voting/dispositive power, implying dependence on subsidiaries’ decisions.
• Uncertain future transactions: Phoenix may buy or sell shares, adding potential volatility for existing holders.

Insights

Corporate Governance Expert

TL;DR: 5.72% activist stake pressures Perion’s poison-pill; potential boost to shareholder rights.

Phoenix Financial’s 13D signals an activist posture aimed at revoking Perion’s recently adopted rights plan. By demanding a shareholder meeting to amend the Articles and cancel the pill, Phoenix is challenging an entrenchment mechanism only three months old. Although Phoenix disclaims group status, the combined 11.48% with Value Base LP exceeds the 10% optics threshold, giving the initiative more weight. Activist pressure on poison pills often improves corporate governance, may reduce takeover defenses, and can catalyse strategic alternatives. However, success hinges on broader shareholder support and Israeli corporate-law mechanics. Impact rated positive because it introduces a credible governance catalyst without immediate operational disruption.

Portfolio Manager

TL;DR: Ownership disclosure is neutral; outcome depends on rights-plan vote and future share moves.

From a portfolio-allocation view, a 5.72% position is modest but notable. The filing offers no earnings or valuation data, so there is no direct read-through for cash flow or balance-sheet health. Phoenix may raise or pare its stake, adding trading overhang uncertainty. While cancelling the rights plan could increase M&A optionality, timing and probability remain unclear. Hence, near-term share-price impact is indeterminate. I assign a neutral rating until further action—such as an actual meeting notice or broader support—emerges.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Perion Network Ltd.

(Name of Issuer)

Ordinary shares, nominal value NIS 0.03 per share

(Title of Class of Securities)

M78673114

(CUSIP Number)

Elad Sirkis, Company Secretary
Phoenix Financial Ltd., Derech Hashalom 53
Givataim, L3, 5345433
972-74-731-5656

Herzog Fox & Neeman
Attn: Ron Ben-Menachem, Adv., 6 Yitzhak Sadeh St.
Tel-Aviv, L3, 6777506
972-3-692-2020

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. M78673114

1

Name of reporting person

Phoenix Financial Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 2,574,926.52
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 2,574,926.52

11

Aggregate amount beneficially owned by each reporting person

2,574,926.52

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.72 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Percentage reported in Item 13 above is based on 45,037,180 ordinary shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the Securities and Exchange Commission (the "SEC") on March 25, 2025).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, nominal value NIS 0.03 per share
(b)	Name of Issuer: Perion Network Ltd.
(c)	Address of Issuer's Principal Executive Offices: 2 Leonardo Da Vinci Street, 24th Floor, Tel Aviv, ISRAEL , 6473309.
Item 1 Comment: This Statement on Schedule 13D relates to the ordinary shares, nominal value NIS 0.03 per share (the "Ordinary Shares"), of Perion Network Ltd., a company incorporated in Israel ("Perion", the "Company" or the "Issuer"). The address of the principal executive offices of Perion is 2 Leonardo Da Vinci Street, 24th Floor, Tel Aviv 6473309, Israel.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Phoenix Financial Ltd. ("Phoenix Financial"), a holding company incorporated in Israel that principally deals, through various direct or indirect, majority or wholly-owned subsidiaries, including The Phoenix Insurance Company Ltd. ("Phoenix Insurance") and The Phoenix Pension and Provident Fund Ltd. ("Phoenix Pension and Provident Fund"), in various fields of capital markets and finances, including insurance, pension and provident funds management, the provision of brokerage services, management of mutual funds, management of investment portfolios and the issuance of exchange traded funds. The business address of Phoenix Financial and each of its executive officers and directors is Derech Hashalom 53, Givataim 5345433, Israel. Set forth on Exhibit 1 hereto, which is incorporated herein by reference, is the name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of each of the executive officers and directors of Phoenix Financial.
(b)	The information set forth in Item 2(a) is incorporated herein by reference.
(c)	The information set forth in Item 2(a) is incorporated herein by reference.
(d)	During the last five years, neither the Reporting Person nor, to the best of their knowledge, any of the other individuals mentioned in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither the Reporting Person nor, to the best of their knowledge, any of the other individuals mentioned in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	The information set forth in Item 2(a) is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Phoenix Financial funded its acquisitions of Ordinary Shares of Perion using long and short term saving monies of customers and its own "nostro" account.
Item 4.	Purpose of Transaction
	On June 26, 2025, Phoenix Insurance Company Ltd. and Value Base Fund, Limited Partnership ("VBF LP"), through their external legal counsel, sent a letter to the Board of Directors of the Company (the "Demand Letter") requesting that the Company convene an extraordinary meeting of the Company's shareholders (the "Shareholders Meeting") under relevant provisions of the Israeli Companies Law, 5759-1999, and the Company's Amended and Restated Articles of Association (the "Articles"). Pursuant to the Demand Letter, the agenda for the Shareholders Meeting shall be (i) to amend the Articles to permit a general meeting of shareholders, by a simple majority, to cancel a rights plan and require that any similar rights plan adopted in the future become effective subject to approval of the general meeting of shareholders by a simple majority and (ii) subject to approval of item (i), above, to cancel the rights plan adopted by the Board of Directors on April 3, 2025 (the "Rights Plan"). A copy of the Demand Letter translated from the original Hebrew is filed herewith as Exhibit 2 and incorporated herein by reference. The description of the Demand Letter contained in this Schedule 13D is qualified in its entirety by reference to Exhibit 2 hereto. Phoenix Financial and VBF LP have independently concluded that it is in each such shareholder's interest to request a Shareholders Meeting. Phoenix Financial and VBF LP issued the Demand Letter solely for the purposes of complying with certain minimum thresholds under the Israeli Companies Law, 5759-1999, and the Articles. Except for the Demand Letter, there is no other agreement between Phoenix Financial and VBF LP regarding any cooperation, joint ventures, commitment to vote together or any other agreement of any kind concerning the Company's Ordinary Shares. In addition to sending the Demand Letter requesting the Shareholders Meeting, the Reporting Person is considering taking one or more additional actions to convince the Company to withdraw the Rights Plan, to otherwise subject it to a shareholders' vote or to prevent its implementation, including but not limited to discussions with management, the Board of Directors of the Company, other securityholders of the Issuer and other relevant parties. The Reporting Person acquired the securities described in this Schedule 13D for investment purposes and intends to review its investments in the Issuer on a continuing basis. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person's review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Person may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Person intends to take such other actions with respect to their investment in Perion as they deem appropriate in light of the circumstances existing from time to time, including but not limited to engaging in discussions with management, the Board of Directors, other securityholders of the Issuer and other relevant parties to encourage, cause or seek to cause the Issuer or such other persons to consider or explore material changes with respect to corporate governance matters (such as changes to the amended and restated articles of association of the Company), the Issuer's business or corporate structure. To facilitate their consideration of such matters, the Reporting Person may retain consultants and advisors. The Reporting Person will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Person does not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Person may change its purpose or formulate different plans or proposals with respect thereto at any time.
Item 5.	Interest in Securities of the Issuer
(a)	As of the date on the cover page of this Schedule 13D, Phoenix Financial may be deemed to be the beneficial owner of the 2,574,926.52 Ordinary Shares, which represent approximately 5.72% of the number of Ordinary Shares outstanding. The Ordinary Shares reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd., including Phoenix Insurance and Phoenix Pension and Provident Fund (the "Subsidiaries"). The Subsidiaries manage their own funds and/or the funds of others, including for holders of exchange-traded notes or various insurance policies, members of pension or provident funds, unit holders of mutual funds, and portfolio management clients. Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. According to information provided by VBF LP, as of the date on the cover of this Schedule 13D, VBF LP is the direct holder of 2,596,831 Ordinary Shares, representing approximately 5.77% of the number of Ordinary Shares outstanding; Value Base Fund General Partner Ltd. ("VBF GP") acts as general partner to VBF LP; Value Base Ltd. ("Value Base") is the controlling shareholder of VBF GP; Mr. Victor Shamrich and Mr. Ido Nouberger control Value Base; and each such person or entity may be deemed the beneficial owner of such Ordinary Shares. If the Reporting Person named in this Schedule 13D and VBF LP were deemed to constitute a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Person and VBF LP may be deemed to share the power to vote, or direct the voting of, and share the power to dispose of, or direct the disposition of, the 5,171,757.52 Ordinary Shares held in the aggregate by the Reporting Person and VBF LP, which would represent approximately 11.48% of the number of Ordinary Shares outstanding. However, each of the Reporting Person and the Subsidiaries disclaim any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. Except for sending the Demand Letter, there is no other agreement between the Reporting Person and VBF LP regarding any cooperation, joint venture, commitment to vote together or any other agreement of any kind concerning the Company's Ordinary Shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own, or that a group exists for purposes of Schedule 13(d) of the Exchange Act or for any other purpose, and the Reporting Person, the Subsidiaries and VBF LP disclaims the existence of any such group. Percentages set forth in this Schedule 13D were calculated based on 45,037,180 Ordinary Shares outstanding as of March 5, 2025 (as reported in the Issuer's Form 20-F filed with the SEC on March 25, 2025).
(b)	The information set forth in Item 5(a) is incorporated herein by reference.
(c)	All transactions in Ordinary Shares effected by the Reporting Person during the period beginning 60 days prior to the event which requires the filing of this statement are listed in Exhibit 3 hereto and incorporated herein by reference.
(d)	No person, other than the Reporting Person, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Ordinary Shares referred to in this Item 5.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	The following Exhibits are filed herewith: Exhibit 1: Information with regard to the executive officers and directors of Phoenix Financial Ltd. Exhibit 2: Letter to the Board of Directors of Perion Networks Ltd., dated as of June 26, 2025 (unofficial English translation from Hebrew) Exhibit 3: Certain transactions in Ordinary Shares effected by the Reporting Person Exhibit 4: Notice of resolution of the Board of Directors of Phoenix Financial Ltd. (formerly, Phoenix Holdings Ltd.), dated as of December 12, 2019 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on October 25, 2021)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Phoenix Financial Ltd.

Signature:	/s/ Eli Schwartz*
Name/Title:	Vice President - Chief Financial Officer
Date:	06/30/2025

Signature:	/s/ Haggai Schreiber*
Name/Title:	Executive Vice President - Chief Investment Officer
Date:	06/30/2025

Comments accompanying signature:

* Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 4 to this Schedule 13D.

FAQ

How much of Perion Network (PERI) does Phoenix Financial own?

Phoenix Financial reports beneficial ownership of 2,574,926.52 ordinary shares, equal to 5.72% of Perion’s outstanding stock.

What action is Phoenix Financial requesting from Perion Network’s board?

It sent a Demand Letter on 26-Jun-2025 seeking a shareholder meeting to amend the Articles and cancel the 3-Apr-2025 rights plan.

Could Phoenix Financial form a group with other investors?

If deemed a group with Value Base Fund LP, the combined holding would be 11.48%, but both parties currently disclaim any such group status.

What funding sources did Phoenix use to acquire PERI shares?

Acquisitions were funded through customers’ long/short-term savings and Phoenix’s own "nostro" account.

Does the filing mention any past legal issues for Phoenix or its executives?

No. The Schedule 13D states that neither Phoenix nor its officers/directors have had criminal or relevant civil proceedings in the last five years.