埃尔比特系统美股招股说明书(2025-05-23版)

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 discounts and commissionsProceeds, before expenses, to us The underwriters have the option to purchase up to 204,817 additional ordinary shares from us at the public offering price, lessthe underwriting discount and commissions. We may also pay the underwriters an additional discretionary fee in connection with theoffering. See “Underwriting.” 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 tosuch prevailing market prices or otherwise. The underwriters expect to deliver the ordinary shares on or about May 23, 2025. Joint Book-Running Managers Morgan Stanley BofA Securities TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGSUMMARY CONSOLIDATED FINANCIAL DATARISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONTAXATIONUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSOUR COMPANYRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATIONDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF OTHER SECURITIESDESCRIPTION OF GLOBAL SECURITIESPLAN OF DISTRIBUTIONENFORCEABILITY OF CIVIL LIABILITIESLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCEEXPENSESDISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 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 isthe accompanying prospectus, which includes more general information, some of which may not apply to this offering. 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 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. 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 informationcontained in this prospectus supplement, the accompanying prospectus or the documents incorporated by reference herein or therein isaccurate as of any date other than the date of this prospectus supplement or the accompanying prospectus, as the case may be, or in thecase of the documents incorporated by reference, the date of such documents, regardless of the time of delivery of this prospectussupplement or the accompanying prospectus or of any