埃尔比特系统美股招股说明书(2025-05-21版)

Prospectus Supplement to Prospectus dated May 21, 2025 for reduced public company disclosure requirements.Investing in our ordinary shares involves substantial risks. See the “Risk Factors” section beginning on pageS-9of thisprospectus supplement. Neither the SEC nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Per SharePublic offering price$ Underwriting discount$Proceeds, before expenses, to us$ If all of the shares are not sold at the public offering price, the underwriters may change the offering price and may offer sharesfrom time to time for sale in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to The underwriters expect to deliver the ordinary shares on or about May, 2025. Joint Book-Running Managers Prospectus supplement dated May herein and therein before buying any of the securities being offered under this prospectus supplement and the accompanying prospectus. To the extent that any statement that we make in this prospectus supplement is inconsistent with statements made in theaccompanying prospectus or any documents incorporated by reference therein, the statements made in this prospectus supplement willbe deemed to modify or supersede those statements made in the accompanying prospectus and the documents incorporated byreference herein and therein. than those contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or in any freewriting prospectuses we have prepared, and neither we nor the underwriters take responsibility for, and can provide no assurance as tothe reliability of, any other information others may give you. We and the underwriters are not making an offer to sell, or seeking offersto buy, these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the informationcontained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein is supplement or the accompanying prospectus or of any sale of the ordinary shares.For investors outside the United States:Neither we nor the underwriters have done anything that would permit this offering orpossession or distribution of this prospectus supplement or the accompanying prospectus in any jurisdiction, other than the UnitedStates, where action for that purpose is required. Persons outside the United States who come into possession of this prospectussupplement or the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of ourordinary shares and the distribution of this prospectus supplement or the accompanying prospectus outside the United States. “dollar,” “U.S. dollars” or “$” refer to United States dollars.Our financial statements incorporated by reference in this prospectus supplement and the accompanying prospectus have beenprepared in accordance with generally accepted accounting principles in the United States (“GAAP”). We present our consolidatedfinancial statements in U.S. dollars. measures”. These non-GAAP financial measures include adjusted gross profit, adjusted operating income, adjusted net incomeattributable to Elbit Systems’ shareholders and adjusted diluted net earnings per share (“EPS”). These non-GAAP financial measures comparisons and trends relating to our financial results. We believe such data provides useful information to investors and analysts byfacilitating more meaningful comparisons of our financial results over time. The non-GAAP measures used by the Company are notbased on any comprehensive set of accounting rules or principles. We believe that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations, as determined in accordance with GAAP, and that thesemeasures should only be used to evaluate our results of S-ii operations in conjunction with the corresponding GAAP measures. Investors are cautioned that, unlike financial measures prepared inaccordance with GAAP, non-GAAP measures may not be comparable with the calculation of similar measures for other companies.They should consider non-GAAP financial measures in addition to, and not as replacements for or superior to, measures of financialperformance prepared in accordance with GAAP. Reconciliations of these non-GAAP financial measures to the most directlycomparable financial measures calculated and presented in accordance with GAAP, where applicable, can be found herein under and the accompanying prospectus. S-iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), and