PART I		Page
ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	3
ITEM 2	OFFER STATISTICS AND EXPECTED TIME TABLE	3
ITEM 3	KEY INFORMATION	3
ITEM 4	INFORMATION ON THE COMPANY	10
ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	18
ITEM 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	23
ITEM 7	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	35
ITEM 8	FINANCIAL INFORMATION	36
ITEM 9	THE OFFER AND LISTING	39
ITEM 10	ADDITIONAL INFORMATION	39
ITEM 11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	49
ITEM 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	50
ITEM 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	50
ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	50
ITEM 15	CONTROLS AND PROCEDURES	51
ITEM 16	[RESERVED]	52
ITEM 16A	AUDIT COMMITTEE FINANCIAL EXPERT	52
ITEM 16B	CODE OH ETHICS	52
ITEM 16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	52
ITEM 16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	52
ITEM 16E	PURCHASES OF EQUITY SECURITIES BY THE COMPANY AND AFFILIATED PURCHASERS	53
ITEM 16F	CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT	53
ITEM 16G	CORPORATE GOVERNANCE	53
ITEM 16H	MINE SAFETY DISCLOSURE	53
ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION	53
ITEM 16J.	INSIDER TRADING POLICIES	54
ITEM 16K.	CYBERSECURITY	54
PART II
ITEM 17	FINANCIAL STATEMENTS	55
ITEM 18	FINANCIAL STATEMENTS	55
ITEM 19	EXHIBITS	55

•

payment default by, or loss of, one or more of our principal clients; the loss of one or more of our key personnel;

•

market risks of our portfolio of marketable securities, such as changes affecting currency exchange rates;

•

termination of, or changes in, arrangements with our suppliers;

•

increasing levels of competition in Israel and other markets in which we do business;

•

increase or decrease in global product prices of food products;

•

our inability to accurately predict consumption of our products or changes in consumer preferences;

•

product liability claims and other litigation matters;

•

interruption to our storage facilities;

•

our insurance coverage may not be sufficient;

•

our operating results may be subject to variations from quarter to quarter;

•

our inability to successfully compete with nationally branded products;

•

our inability to successfully integrate our acquisitions;

•

our inability to protect our intellectual property rights;

•

significant concentration of our shares is held by one shareholder;

•

we are controlled by and have business relations with Willi-Food Investments Ltd. and its management;

•

the price of our ordinary shares may be volatile;

•

our inability to meet the Nasdaq Capital Market (“Nasdaq”) and the TASE listing requirements;

•

our inability to obtain and maintain regulatory qualifications or approvals for our products or successfully comply with laws and regulations related to our activities in Israel;

•

our inability to maintain an effective system of internal controls;

•

cyber-attacks on the Company's information systems;

•

economic conditions in Israel;

•

changes in political, economic and military conditions in Israel, including, in particular, economic conditions in the Company’s core markets; and

•

our international operations may be adversely affected by risks associated with international business.

•

War, such as the current war in Israel for more information, see “– We may be affected by political, economic and military conditions in Israel and the Middle East”.

•

varying regulatory restrictions on sales of our products to certain markets and unexpected changes in regulatory requirements;

•

tariffs, customs, duties, quotas and other trade barriers;

•

global or regional economic crises;

•

difficulties in managing foreign operations and foreign distribution partners;

•

longer payment cycles and problems in collecting trade receivable;

•

fluctuations in currency exchange rates;

•

political risks;

•

foreign exchange controls which may restrict or prohibit repatriation of funds;

•

export and import restrictions or prohibitions, and delays from customs brokers or government agencies;

•

seasonal reductions in business activity in certain parts of the world;

•

potentially adverse tax consequences; and

•

Depending on the countries involved, any or all of the foregoing factors could materially harm our business, financial condition and results of operations.

A.	HISTORY AND DEVELOPMENT OF THE COMPANY

B.	BUSINESS OVERVIEW

		Year Ended December 31, 2025				Year Ended December 31, 2024
Revenues			610,605				575,795
Cost of Sales			435,781				414,461
Gross Profit			174,824				161,334
Selling Expenses			71,721				68,893
General and Administrative Expenses			28,767				26,165
Operating profit before other expenses (income)			74,336				66,276
Other expenses (Income)			(95	)			11,402	)
Operating profit			74,431				54,874
Financial Income, Net			42,156				37,808
Profit before taxes on income			116,587				92,682
Taxes on income			(26,156	)			(22,367	)
Net Income			90,431				70,315

Name		Age		Position with the Company
Joseph Williger		68		Director, and Chief Executive Officer
Zwi Williger		70		Director, Chairman of the Board
Yitschak Barabi		41		Chief Financial Officer
Ran Asulin		42		Chief Trade and Selling Officer
Shlomo Gold		65		Director
Ayelet Nir (1) (2)		55		External Director
Idan Ben-Shitrit (1) (2)		50		External Director

(1)	Member of the Audit Committee
(2)	Member of the Compensation Committee

Name and Principal Position	Salary (1)	Management Fees  (2)	Bonus (3)	Options (4)	Total
		NIS thousands
Zwi Williger (4) Chairman of the Board	-	1,518	2,400	504	4,423
Joseph Williger (4) CEO and Former Co-Chairman of the Board	-	1,597	2,400	504	4,501
Yitschak Barabi Chief Financial Officer	805	-	250	208	1,263
Ran Asulin Chief Trade and Selling Officer	767	-	225	208	1,200
Kfir Kolp Chief Operation Officer	590	-	81	84	755

(1)	Includes car and mobile phone benefits.
(2)	Includes tax gross-up payments.
(3)	Represents annual bonuses granted to the Covered Executive based on formulas set forth in the Company’s compensation policy approved by shareholders in June 2021 and the agreements with each of the Covered Executives which was replaced by the compensation policy approved by shareholders in June 2025.

(a)

Monthly service fees of NIS 108,300 (USD 33.9 thousand) (excluding VAT).

1.

Exercise Price. The exercise price of each Option is NIS 54.95 per share.

2.

Vesting Period. The Options will vest over a period of three (3) years, such that one-third of the total Options granted will vest at the end of each year from the grant date.

3.

Exercise Period. Each vested tranche of Options may be exercised for a period of up to two (2) years from the applicable vesting date.

4.

Cashless Exercise. Messrs. Zvi Williger and Yosef Williger may, at their election, exercise the Options, in whole or in part, on a cashless basis.

5.

Adjustments. The Options will be subject to customary adjustments in the event of bonus share distributions, rights offerings, dividend distributions, share splits or reverse splits, and other structural changes.

6.

Termination of Employment or Engagement. In the event of termination of employment or engagement, only Options that have vested as of the termination date may be exercised. Options that have not vested as of the termination date will expire and become null and void and will not confer any rights on their holder. Options that have vested as of the termination date may be exercised for a period of up to sixty (60) days following the termination date or until the expiration date of such Options, whichever occurs earlier.

1.

Mr. Asulin’s monthly salary was increased from NIS 40,000 to NIS 45,000, effective July 1, 2025.

2.

Commencing July 1, 2026, Mr. Asulin’s monthly salary will be increased to NIS 50,000 (gross).

3.

Mr. Asulin’s monthly salary includes full social benefits, including pension contributions, severance pay and a study fund (keren hishtalmut) contribution of 7.5% paid by the Company.

1)	the compensation committee and the board of directors have taken into consideration the mandatory considerations and criteria which are specified in the Israeli Companies Law for a compensation policy and the respective employment terms include such mandatory considerations and criteria; and

1)

such majority includes a majority of the total votes of shareholders who have no personal interest in the approval of the transaction (and in case of a CEO, who are not a controlling shareholder) and who participate in the voting, in person, by proxy or by written ballot, at the meeting (abstentions not taken into account); or

2)	the total number of votes of shareholders mentioned above that vote the transaction do not represent more than 2% of the total voting rights in the company.

Name and Address		Number of Ordinary Shares Beneficially Owned				Percentage of Ordinary Shares
Willi-Food Investments Ltd. (1)			8,200,542				58.8	%
Joseph and Zwi Williger (1)			173,739				1.25	%
Yitchak Barabi			3,000				0.01	%

(1)

As of the date hereof, ZW directly owns though a wholly-owned company 173,739 Ordinary Shares. JW and ZW together own 100% of B.S.D shares and each be deemed to beneficially own 8,200,542 Ordinary Shares held directly by WIL, and 173,739 Ordinary Shares held directly by ZW), or approximately 60.22% of the outstanding Ordinary Shares. Thus, as of the date hereof, each of JW and ZW may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares The business address of Joseph Williger is Kaplan St., Herzliya 4674311, Israel, and the business address of Zwi Williger, 7 Hashikma St., Savion, Israel.

	Gain (loss) from exchange rate change NIS thousands				Fair net NIS thousands		Gain (loss) from exchange rate change NIS thousands
Change in exchange rate USD	10% (1,742)		5% (871)		17,418		5% 871		10% 1,742
Change in exchange rate EURO	10% 494		5% 247		(4,935)		5% (247)		10% (494)

	Gain (loss) from interest change NIS thousands		Fair value NIS thousands	Gain (loss) from interest change NIS thousands
Change in Interest as % of interest rate	10%	5%		5%	10%
Increase\decrease in financial Income	(5,650)	(2,825)	56,496	2,825	5,650

	NIS 2025	USD 2025	NIS 2024	USD 2024
Audit Fees and Tax Fees (1)(2)	400,000	125,392	400,000	125,392
All Other Fees (3)	-	-	-	-
TOTAL	400,000	125,392	400,000	125,392

 

 

 

 

 

ITEM 17.  FINANCIAL STATEMENTS

 

We have responded to Item 18 in lieu of this Item.

 

ITEM 18.  FINANCIAL STATEMENTS

 

 

ITEM 19.  EXHIBITS

 

                                                             

 

 

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

G. WILLI-FOOD INTERNATIONAL LTD.   By: /s/ Joseph Williger Joseph Williger Chief Executive Officer