Sol‑Gel Technologies Ltd. Schedule 13G/A amendment shows Phoenix Financial Ltd. and its subsidiaries beneficially own 161,825.70 ordinary shares, equal to 4.99% of the outstanding ordinary shares.
The filing states the 4.99% stake is based on 3,245,270.00 ordinary shares outstanding as of June 7, 2026 (source: Bloomberg LP). Phoenix describes the shares as held through a partnership whose ownership allocations change under the partnership agreement.
Positive
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Negative
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Insights
Phoenix Financial reports a sub‑5% beneficial stake through partnership holdings.
Phoenix Financial Ltd. and affiliated subsidiaries report 161,825.70 shares held as of June 2, 2026, representing 4.99% of Sol‑Gel's ordinary shares based on an outstanding share count of 3,245,270.00 as of June 7, 2026 (Bloomberg LP).
The filing states the position is held via a partnership with allocations that "change frequently according to a mechanism provided in the partnership agreement." Cash‑flow treatment and specific subsidiary breakdowns are not disclosed in the excerpt; subsequent filings may provide further detail about trading or reallocation activity.
Key Figures
Shares beneficially owned:161,825.70 sharesPercent of class:4.99%Shares outstanding:3,245,270.00 ordinary shares+2 more
5 metrics
Shares beneficially owned161,825.70 sharesreported as held by Phoenix Financial Ltd. (as of June 2, 2026)
Percent of class4.99%reported percent of Sol‑Gel ordinary shares
Shares outstanding3,245,270.00 ordinary sharesas of <date>June 7, 2026</date> (Bloomberg LP)
Sole voting power0.00sole voting power reported on the cover page
Shared voting power161,825.70shared voting power reported on the cover page
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedregulatory
"As of June 2, 2026, the securities reported herein were held as follows: 161,825.70 ordinary shares (representing 4.99%)"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 161,825.70"
partnership agreementother
"the amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement"
A partnership agreement is a written contract that lays out how two or more parties will work together, splitting responsibilities, profits, losses and decision-making. Think of it as a detailed roadmap or house rulebook for a joint project; it matters to investors because the terms determine how much revenue and risk a company will take on, how quickly it can act, and whether the partnership could dilute control or boost growth potential.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Sol-Gel Technologies Ltd.
(Name of Issuer)
Ordinary Shares, par value NIS 1.00 per share
(Title of Class of Securities)
M8694L137
(CUSIP Number)
06/02/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
M8694L137
1
Names of Reporting Persons
Phoenix Financial Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
161,825.70
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
161,825.70
9
Aggregate Amount Beneficially Owned by Each Reporting Person
161,825.70
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: With regard to rows (6), (7) and (11), the beneficial ownership of the securities reported herein is
described in Item 4(a).
Row (11) is Based on 3,245,270.00 Ordinary Shares outstanding as of June 7, 2026 (as reported on Bloomberg LP).
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Sol-Gel Technologies Ltd.
(b)
Address of issuer's principal executive offices:
7 Golda Meir St., Ness Ziona 7403650, Israel
Item 2.
(a)
Name of person filing:
Phoenix Financial Ltd.
The securities reported herein are beneficially owned by various direct or indirect, majority or wholly-owned subsidiaries of Phoenix Financial Ltd. (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.
(b)
Address or principal business office or, if none, residence:
The address of the Phoenix Financial Ltd. is Derech Hashalom 53, Givataim, 53454, Israel.
(c)
Citizenship:
Phoenix Financial Ltd. - Israel
(d)
Title of class of securities:
Ordinary Shares, par value NIS 1.00 per share
(e)
CUSIP No.:
M8694L137
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See row 9 of cover page of each reporting person.
Each of the Subsidiaries operates under independent management and makes its own independent voting and investment decisions. Neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission by either the Filing Persons or Subsidiaries that a group exists for purposes of Section 13(d) of the Securities Exchange Act of 1934 or for any other purpose, and each reporting person disclaims the existence of any such group. In addition, each of the Filing Persons and Subsidiaries disclaims any beneficial ownership of the securities covered by this report in excess of their actual pecuniary interest therein. This Statement shall not be construed as an admission by the Filing Persons or Subsidiaries that they are the beneficial owners of any of the Ordinary Shares covered by this Statement.
As of June 2, 2026, the securities reported herein were held as follows:
161,825.70 ordinary shares (representing 4.99% of the total ordinary shares outstanding) beneficially owned by Partnership for international shares (1).
(1) All ownership rights in this partnership belong to companies that are part of Phoenix Group. The amount of ownership rights held by such companies in the partnership changes frequently according to a mechanism provided in the partnership agreement.
(b)
Percent of class:
See row 11 of cover page of each reporting person
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See row 5 of cover page of each reporting person
(ii) Shared power to vote or to direct the vote:
See row 6 of cover page of each reporting person and note in Item 4(a) above
(iii) Sole power to dispose or to direct the disposition of:
See row 7 of cover page of each reporting person
(iv) Shared power to dispose or to direct the disposition of:
See row 8 of cover page of each reporting person and note in Item 4(a) above
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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:
Eli Schwartz/Vice President - Chief Financial
Date:
06/09/2026
Signature:
/s/ Haggai Schreiber
Name/Title:
Haggai Schreiber/Executive Vice President - Chief
Date:
06/09/2026
Comments accompanying signature: Signature duly authorized by resolution of the Board of Directors, notice of which is attached as Exhibit 1 to this Schedule 13G.
Exhibit Information
Exhibit 1 - Notice of resolution of the Board of Directors of the Phoenix Holdings Ltd., dated as of December 12, 2019 (incorporated herein by reference to Exhibit 1 to the Schedule 13G filed on February 7, 2022).
Phoenix Financial reports beneficial ownership of 161,825.70 shares, equal to 4.99% of Sol‑Gel's ordinary shares based on the filing's disclosed figures.
What is the outstanding share count used in the filing for SLGL?
The filing references 3,245,270.00 ordinary shares outstanding as of June 7, 2026, citing Bloomberg LP as the source for that figure.
How are the Phoenix holdings structured according to the filing?
The securities are held by various direct or indirect subsidiaries and specifically by a partnership; ownership rights in the partnership "change frequently" under the partnership agreement, per the filing.
Does the filing state Phoenix has sole voting or dispositive power over the shares?
The filing reports 0.00 sole voting and dispositive power and 161,825.70 shared voting and dispositive power for the reported shares.
What dates are referenced in the Schedule 13G/A amendment?
The filing gives the holdings "as of June 2, 2026" and cites the outstanding share count as of June 7, 2026 (Bloomberg LP).
