埃尔比特系统美股招股说明书(2025-05-21版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectussupplement and the accompanying prospectus are not an offer to sell these securities nor does it seek an offer to buy these Subject to Completion Dated May 21, 2025 Elbit Systems Ltd.Ordinary Shares We are offering 1,365,450 of our ordinary shares. Our ordinary shares are listed on the Nasdaq Global Select Market (the “Nasdaq”) and on the Tel Aviv Stock Exchange (the“TASE”), under the symbol “ESLT.” On May 20, 2025, the last reported per share sale prices of our ordinary shares were $406.84 onNasdaq and NIS 1,440.30 on the TASE. We are a “foreign private issuer” under applicable U.S. Securities and Exchange Commission (the “SEC”) rules and are eligiblefor 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. Public offering priceUnderwriting discount The underwriters have the option to purchase up to 204,817 additional ordinary shares from us at the public offering price, lessthe underwriting discount. 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 Morgan Stanley BofA Securities Jefferies PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENT This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering and is part of a registration statement that the Company filed with the SEC utilizing a “shelf” registration process as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). The second part is We urge you to carefully read this prospectus supplement and the accompanying prospectus, and the documents incorporatedherein and therein before buying any of the securities being offered under this prospectus supplement and the accompanyingprospectus. To the extent that any statement that we make in this prospectus supplement is inconsistent with statements made in the Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representations otherthan 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 information 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 prospectus Except where the context otherwise requires or where otherwise indicated in this prospectus supplement, the terms “Elbit,” “ElbitSystems,” the “Company,” “we,” “us,” “our,” “our company” and “our business” refer to Elbit Systems Ltd., together with its All references in this prospectus supplement to the terms “Israeli currency” and “NIS” refer to New Israeli Shekels, and the terms 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 consolidated Certain of the financial measures contained in or incorporated by reference in this prospectus supplement and the accompanyingprospectus are calculated and presented using methodologies other than in accordance with GAAP, or “non-GAAP financialmeasures”. 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 measuresare presented to enable investors to have additional information on our business performance as well as a further basis for periodiccomparisons and trends relating to our fin