Gilat (GILT) Files S-8 to Register 2008 Share Incentive Plan

Q: Are legal and accounting consents included in the filing?

Yes. The excerpt lists the opinion and consent of Naschitz, Brandes, Amir & Co., and the consent of Kost Forer Gabbay & Kasierer (Ernst & Young member).

Q: Does the excerpt state how many shares are being registered?

No. The provided content does not specify the number of shares or the registration fee calculation in the excerpt.

[S-8] Gilat Satellite Networks Ltd Employee Benefit Plan Registration

Filing Impact

(No impact)

Filing Sentiment

(Neutral)

Form Type

S-8

Rhea-AI Filing Summary

Gilat Satellite Networks Ltd. submitted a Form S-8 registering shares for its employee benefit arrangements. The filing incorporates by reference the company's Annual Report on Form 20-F and a recent Form 6-K, lists governing documents and the 2008 Share Incentive Plan (including the Israeli sub-plan), includes legal and auditor consents, and grants powers of attorney to company officers to file amendments and related instruments.

Positive

Registration of the 2008 Share Incentive Plan (including the Israeli sub-plan) is included, enabling equity awards under the plan
Legal and auditor consents are provided, supporting the registration's compliance with disclosure requirements
Powers of attorney are granted to officers to execute and amend filings, facilitating administrative efficiency

Negative

Key numeric details are not shown in the excerpt (such as the number of shares to be registered and registration fee calculation)
Material plan terms and financial impacts are not disclosed in the provided text, limiting assessment of investor impact

Insights

TL;DR: Routine employee benefit registration with standard incorporations, consents, and powers of attorney.

The Form S-8 is procedural, registering securities under an employee share plan and incorporating prior reports and the company's certificate/bylaws by reference. It attaches counsel and auditor consents and grants customary powers of attorney to corporate officers to effectuate filings. The filing does not, in the provided excerpt, specify the number of shares or registration fee calculation details.

TL;DR: Governance mechanics are in place; disclosure is limited to standard exhibits and authorizations.

The document demonstrates standard governance procedures for equity incentive registrations: incorporation by reference of prior SEC reports, inclusion of the equity plan document, and executed authorizations from directors and officers. From a governance perspective this confirms authorized process flows but provides limited substantive financial or plan-size detail in the excerpt provided.

09/03/2025 - 02:45 PM

Registration No. 333-_____

As filed with the Securities and Exchange Commission on September 3, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GILAT SATELLITE NETWORKS LTD.

(Exact name of registrant as specified in its charter)

Israel	Not Applicable
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Gilat House 21 Yegia Kapayim Street, Kiryat Arye Petah Tikva 4913020, Israel
(Address of Principal Executive Offices) (Zip Code)

GILAT SATELLITE NETWORKS LTD. 2008 SHARE INCENTIVE PLAN

(Full title of the plans)

Wavestream Corporation 545 W. Terrace Dr San Dimas, CA 91773
(Name and address of agent for service)

909-599-9080
(Telephone number, including area code, of agent for service)

Copies to:
Steven J. Glusband, Esq. Carter Ledyard & Milburn LLP 2 Wall Street New York, NY 10005 Tel: 212-238-8605	Doron Kerbel, Adv. General Counsel and Corporate Secretary Gilat Satellite Networks Ltd. Gilat House 21 Yegia Kapayim Street Kiryat Arye Petah Tikva 4913020, Israel Tel: 972-3-925-2000	Tuvia J. Geffen, Adv. Naschitz, Brandes, Amir & Co. 5 Tuval Street Tel-Aviv 6789717, Israel Tel: 972 3-623-5000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

___________________________

This Registration Statement shall become effective immediately upon filing as provided in Rule 462 under the Securities Act of 1933.

EXPLANATORY NOTE

The purpose of this Registration Statement on Form S-8 is to register an additional 2,836,205 Ordinary Shares for issuance under the 2008 Plan.

In accordance with General Instruction E of Form S-8, the contents of the Registrant’s Registration Statements on Form S-8 (Files No. 333-180552, 333-187021, 333-204867, 333-210820, 333-217022, 333-221546, 333-223839, 333-231442, 333-236028, 333-253972, 333-255740, 333-264974, 333-278082 and 333-286156) filed with the Securities and Exchange Commission on April 4, 2012, on March 4, 2013, on June 11, 2015, on April 19, 2016, on March 30, 2017, on November 14, 2017, on March 22, 2018, on May 14, 2019, on January 23, 2020, on March 8, 2021, on May 4, 2021, on May 16, 2022, on March 20, 2024 and on March 27, 2025, respectively, are incorporated herein by reference and the information required by Part II is omitted, except to the extent superseded hereby or supplemented by the information set forth below.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information required in Part I of this Registration Statement have been or will be sent or given to participating employees as specified in Rule 428(b)(1) under the Securities Act, in accordance with the rules and regulations of the United States Securities and Exchange Commission, or the Commission. Such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by reference.

The Registrant hereby incorporates by reference the following documents:

(a)

The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2024;

(b)

The description of our ordinary shares contained in our Annual Report on Form 20-F for the year ended December 31, 2024; and

(c)

The Registrant’s 6-K dated August 28, 2025.

In addition, all documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (prior to filing of a post-effective amendment which indicates that all securities offered have been sold or that deregisters all securities then remaining unsold) shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8. EXHIBITS.

4.1

Memorandum of Association, as amended ⁽¹⁾

4.2

Articles of Association, as amended and restated ⁽²⁾

4.3

Gilat Satellite Networks Ltd. 2008 Share Incentive Plan (including the Israeli Sub-plan to the Gilat Satellite Networks Ltd. 2008 Share Incentive Plan), as amended

Opinion of Naschitz, Brandes, Amir & Co., Advocates

23.1

Consent of Naschitz, Brandes, Amir & Co., Advocates (included in Exhibit 5)

23.2

Consent of Kost Forer Gabbay & Kasierer, a Member of Ernst & Young Global, our independent registered public accounting firm

Power of Attorney (included as part of this Registration Statement)

107.1

Calculation of Registration Fee

(1)

Filed as Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2000, and incorporated herein by reference.

(2)

Filed as Exhibit 1.2 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2011, and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Petah Tikva, Israel on September 3, 2025.

By: /s/ Amiram Boehm

Amiram Boehm

Chairman of the Board

POWERS OF ATTORNEY

Each person whose signature appears below constitutes and appoints Amiram Boehm, Adi Sfadia and Gil Benyamini, and each of them severally, his or her true and lawful attorney-in-fact, and agent each with power to act with or without the other, and with full power of substitution and resubstitution, to execute in the name of such person, in his capacity as a director or officer of Gilat Satellite Networks Ltd., any and all amendments to this Registration Statement on Form S-8 and all instruments necessary or incidental in connection therewith, and to file the same with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or their substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following persons in the capacities indicated on September 3, 2025.

Signature	Title
/s/ Amiram Boehm Amiram Boehm	Chairman of the Board of Directors
/s/ Adi Sfadia Adi Sfadia	Chief Executive Officer (Principal Executive Officer)
/s/ Gil Benyamini Gil Benyamini	Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Ami Shafran Ami Shafran	Director
/s/ Amir Ofek Amir Ofek	Director
/s/ Aylon (Lonny) Rafaeli Aylon (Lonny) Rafaeli	Director
/s/ Elyezer Shkedy Elyezer Shkedy	Director
/s/ Dafna Sharir Dafna Sharir	Director
/s/ Hilla Haddad Chemlnik Hilla Haddad Chemlnik	Director
/s/ Dana Porter Rubinshtein Dana Porter Rubinshtein	Director
Wavestream Corporation By: /s/ Adi Sfadia Name: Adi Sfadia, Officer	Authorized Representative in the United States

Source:

FAQ

What does the Gilat (GILT) Form S-8 register?

The filing registers securities for the company's employee benefit arrangements, including the 2008 Share Incentive Plan and its Israeli sub-plan.

Which documents are incorporated by reference in this S-8?

The filing incorporates the company's Annual Report on Form 20-F and a referenced Form 6-K, along with subsequently filed Exchange Act reports.

Are legal and accounting consents included in the filing?

Yes. The excerpt lists the opinion and consent of Naschitz, Brandes, Amir & Co., and the consent of Kost Forer Gabbay & Kasierer (Ernst & Young member).

Does the filing authorize officers to amend the registration?

Yes. Powers of attorney grant specified officers authority to execute amendments and related instruments on behalf of signatories.

Does the excerpt state how many shares are being registered?

No. The provided content does not specify the number of shares or the registration fee calculation in the excerpt.

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[S-8] Gilat Satellite Networks Ltd Employee Benefit Plan Registration

Insights

FAQ

What does the Gilat (GILT) Form S-8 register?

Which documents are incorporated by reference in this S-8?

Are legal and accounting consents included in the filing?

Does the filing authorize officers to amend the registration?

Does the excerpt state how many shares are being registered?

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[S-8] Gilat Satellite Networks Ltd Employee Benefit Plan Registration

Insights

Securities Attorney neutral

Corporate Governance Specialist neutral

FAQ

What does the Gilat (GILT) Form S-8 register?

Which documents are incorporated by reference in this S-8?

Are legal and accounting consents included in the filing?

Does the filing authorize officers to amend the registration?

Does the excerpt state how many shares are being registered?

NASDAQ:GILT

GILT Rankings

GILT Latest News

GILT Latest SEC Filings

GILT Stock Data