{"url_path":"/sec/eltk/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-03-26","source_url":"https://www.sec.gov/Archives/edgar/data/1024672/0001178913-26-001768-index.html","accession_number":"0001178913-26-001768","cik":"0001024672","ticker":"ELTK","issuer_name":"ELTEK LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1024672/0001178913-26-001768-index.html","primary_entity_key":"0001024672","primary_entity_name":"ELTEK LTD"},"word_count":2033,"has_tables":true,"body_markdown":"ITEM 7.\n\nMAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS\n\n \n\nA.          Major Shareholders\n\n \n\nThe following table sets forth certain information as of March\n19, 2026 regarding the beneficial ownership by all shareholders known to us to own beneficially 5% or more of our ordinary shares:\n\n \n\nName\n\n \n\nNumber of Ordinary Shares\n\nBeneficially Owned (1)\n\n \n \n\nPercentage\n\nof Ownership (2)\n\n \n\nNistec Golan Ltd. (3)\n\n \n \n\n3,777,239\n\n \n \n \n\n56.2\n\n%\n\n \n \n \n \n \n \n \n \n \n\nYitzhak Nissan (3)\n\n \n \n\n165,223\n\n \n \n \n\n2.5\n\n%\n\n___________\n\n (1)\n\nBeneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with\nrespect to securities. Ordinary shares relating to options or convertible notes currently exercisable or exercisable within 60 days of\nthe date of this table are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding\nfor computing the percentage of any other person.  Except as indicated by footnote, and subject to community property laws where\napplicable, the persons named in the table above have sole voting and investment power with respect to all shares shown as beneficially\nowned by them.\n\n \n(2)\n\nThe percentages shown are based on 6,719,827 ordinary shares issued and outstanding as of March 3, 2026.\n\n \n(3)\n\nNistec Golan is an Israeli private company controlled by Yitzhak Nissan. Accordingly, Mr. Nissan may be deemed to be the beneficial\nowner of the ordinary shares held directly by Nistec Golan.\n\n \n\nSignificant Changes in the Ownership of Major Shareholders\n\n \n\nOn December 20, 2023, Nistec (Nistec Golan and Yitzhak Nissan together)\nfiled a 13D/A with the SEC reflecting ownership of 3,709,463 Ordinary Shares, or 62.72% of our outstanding shares. On December 26, 2023,\nNistec filed a 13D/A reflecting ownership of 3,620,908 Ordinary Shares, or 61.23% of our outstanding shares. On January 4, 2024, Nistec\nfiled a 13D/A reflecting ownership of 3,511,360 Ordinary Shares, or 59.37% of our outstanding shares. On June 6, 2024, Nistec filed a\n13D/A reflecting ownership of 3,525,424 Ordinary Shares, or 52.58% of our outstanding shares. On December 4, 2025, Nistec filed a\n13D/A reflecting ownership of 3,730,802 Ordinary Shares, or 55.55% of our outstanding shares.\n\n \n\nMajor Shareholders Voting Rights\n\n \n\nOur principal shareholders do not have different voting rights\nattached to their ordinary shares.\n\n50\n\n \n\nRecord Holders\n\n \n\nBased on the information provided to us by our transfer agent,\nas of March 3, 2025, there were 8 holders of record of our ordinary shares, of which 5 record holders holding approximately 51.0% of our\nordinary shares had registered addresses in the United States. These numbers are not representative of the number of beneficial holders\nof our shares nor are they representative of where such beneficial holders reside, since many of our ordinary shares were held of record\nby brokers or other nominees (including one U.S. nominee company, CEDE & Co., which held approximately 50.9% of our outstanding ordinary\nshares as of such date).\n\n \n\nB.          Related Party Transactions\n\n \n\nOn July 8, 2024, our shareholders approved a renewal of our management\nagreement with Nistec Ltd. effective January 1, 2025, for a period of 3 years and the amendment thereof effective as of January 1, 2024.\nUnder the terms of the amended management agreement, Mr. Nissan serves as the Chairman of our board of directors.  In that role,\nMr. Nissan provides us with various enumerated services, as follows: (a) coordination of the activities of our board of directors with\nrespect to the development of our long term strategy; (b) guidance to our board of directors with respect to the implementation by\nmanagement of its strategy, work plans and budget, as shall be determined from time to time by our board of directors; (c) coordination\nof the activities of our board of directors with respect to the regulation and implementation of proper corporate governance practices;\n(d) coordination of the activities of our board of directors for the purpose of the approval of quarterly and annual financial statements\nand reports; (e) development and retention of relations with current and future strategic investors; (f) general guidance and management\nof the activities of our board of directors; (g) advancement of the our company’s efforts with respect to the realization of its\nbusiness development strategy, including the pursuit of mergers and acquisition opportunities; (h) coordination of the activities of our\nboard of directors with respect to the definition of strategic financial targets and in attaining such targets (i) provision of assistance\nto our company in cooperation with our CEO, regarding our company’s dealings, communications and negotiations with the banks and\nnon-banking financing institutions, including but not limited to, assistance with respect to obtaining financing for our company’s\nbusiness activities, and (j) business development services, including assistance, in cooperation with our CEO, in the development and\npreservation of relationships with our company’s existing and potential customers. Mr. Nissan will dedicate the appropriate attention,\ntime and effort to our company in connection with the provision of the enumerated services. The time dedicated by Mr. Nissan for the provision\nof such services will be as required by our company from time to time, and in accordance with its needs.\n\n \n\nIn consideration for performing the above services, we pay Nistec\nLtd. a monthly fixed fee of NIS 120,000, plus applicable VAT.  In addition, Mr. Nissan is entitled to the following compensation:\n\n \n\n•\n\nReimbursement of travel expenses (other than food and beverage expenses) while traveling internationally on behalf of our company,\nprovided that such reimbursement shall not exceed an aggregate amount of NIS 10,000 per calendar quarter.\n\n \n\n•\n\nReimbursement of food and beverage expenses while traveling internationally on behalf of our company, against receipts, in accordance\nwith the Israeli Income Tax Regulations (Deduction of Certain Expenses), 5732-1972.\n\n \n\n•\n\nCommencing in the year ended December 31, 2024 and each calendar year thereafter, a performance-based bonus with respect to each\nsuch calendar year in an amount equal to 3 times the fixed fee, plus applicable VAT; the payment of such bonus is contingent on the Company\nhaving reached net income equal to 4% or more of the Company’s revenues for the applicable calendar year.\n\n \n\nOur compensation committee, board of directors and shareholders\nat an Annual General Meeting resolved to approve the extension and amendment of the management agreement as set forth above.\n\n \n\nIn July 2024, our shareholders approved:\n\n \n\ni.\n\nThe amendment and extension of the Amended PCB Purchase Procedure with Nistec Ltd.;\n\n \n\nNistec purchases PCBs from our company solely to provide assembled\nboards to its customers. Our sales to Nistec are based on our standard pricing, each PCB may be subject to a discount at such rate as\noffered by the Company from time to time to its other customer, provided that in no event shall\nthe quoted price fall below 1.6 times the variable cost of such PCB, as determined by our dynamic pricing system. Alternatively, we may\nissue a quote based on a quote issued by a comparable independent PCB supplier with comparable technological capabilities, if and as provided\nby Nistec (the “Alternative Quote”). Our quote will include all ancillary\ncosts such as shipping and customs. We may issue a quote based on the Alternative Quote only if it reflects a gross margin (sale price\nless the cost of raw materials) of at least 65%. Should the Alternative Quote be made by a supplier that has already designed tooling\nfor the specific circuits ordered by Nistec, we may absorb the tooling costs, if Nistec does not charge its clients for such costs, and\nin accordance with our customary terms and conditions for orders received from unrelated third parties. Our decision to absorb such tooling\ncosts will be made by our CEO. Should we be asked to indemnify Nistec for faulty PCBs, such indemnification will be made (a) in compliance\nwith our general policy in the regard, and (b) subject to the pre-approval of our audit committee. Neither Mr. Nissan, our controlling\nshareholder, nor any of his relatives, may be involved in the process of issuing a quote by our company to Nistec or in any post-sale\ndiscussions such as with respect to warranties or indemnification for faulty products. Should the order be for imported PCBs, the quote\nshould reflect the actual price of such PCBs, plus a mark-up of at least 20%. Should the order be for PCBs that are being sold from excess\ninventory of an original order, the quote will reflect the standard price of such PCBs, with a discount of up to 50% of the price actually\npaid for such PCBs in the original order (the “Excess Inventory Discount”). The Excess Inventory Discount will apply only\nto orders from excess inventory of the first original order of a specific PCB (i.e., should a second order of a specific PCBs generate\nany excess inventory and Nistec would like to purchase such excess, the Excess Inventory Discount will not be applied to such purchase).\n\n51\n\n \n\nii.\n\nThe amendment and extension of the amended general engagement terms, processes and restrictions of the Soldering and Assembly Services\nProcedure with Nistec Ltd.;\n\n \n\nWe may acquire soldering services (“Soldering\nServices”), (ii) design and/or design services for the production of PCBs (“Design\nServices”), and/or (iii) the ordering of soldering materials or components by Nistec on our company’s behalf (“Purchasing\nServices”) from Nistec. Nistec’s pricing for its Soldering Services and Design Services will be its standard pricing\nless a 5% discount. Nistec may charge for Purchasing Services in accordance with the actual costs of the materials and/or components ordered,\nplus a 14.25% commission, which reflects a 5% discount, as compared to the commission charged to third parties by Nistec for similar services.\nPrices of services not subject to Nistec’s standard pricing will be negotiated by the parties in good faith (without the participation\nof Mr. Nissan, our controlling shareholder, or any of his relatives). Nistec standard procedures govern manufacturer warranties and restrictions\nregarding defective assembled products. Out purchases of services under the Soldering, Assembly and Design Services Procedure may not\nexceed NIS 3,000,000 (approximately $940,000) per annum.\n\n \n\nIn September 2025, the exculpation letter and the indemnification\nletter granted to Mr. Nissan were extended for an additional three (3) year period ending on December 31, 2028. In September 2023, our\nshareholders approved the grant of an exculpation letter and an indemnification letter to Ms. Revital Cohen-Tzemach, daughter of Mr. Nissan,\nsubject to her election by the shareholders to serve on the board of directors, for a three (3) year period, ending on September 11, 2026.\n\n \n\nMs. Revital Cohen-Tzemach was previously employed by us as a special\nproject manager. On September 12, 2023, our shareholders approved the grant of an annual bonus in the amount of NIS80,000 (approximately\nUS$21,700) to Ms. Cohen-Tzemach under our annual bonus plan for the year 2022. At the same time, the term of Ms. Cohen-Tzemach’s\nemployment agreement was extended until July 31, 2026, without modification of its terms. On July 8, 2024, our shareholders approved the\ngrant of an annual bonus in the amount of NIS80,000 (approximately US$24,000) to Ms. Cohen-Tzemach under our annual bonus plan for the\nyear 2023. Ms. Cohen-Tzemach’s employment with the Company ended on December 31, 2023.\n\n \n\nIn September 2023, our shareholders approved (i) the grant of options\nto purchase 8,000 ordinary shares to Ms. Cohen-Tzemach, effective as of, and exercisable at a price per share equal to the average daily\nclosing price of the ordinary shares during the 30 calendar days prior to, August 3, 2023; and (ii) that the following determination be\nmade with respect to any and all options granted to Ms. Cohen-Tzemach’s on or before August 3, 2023 (the “Existing Options”):\nso long as Ms. Cohen-Tzemach is continuously engaged as a member of the Board, and notwithstanding whether or not she is also employed\nby the Company, (a) any and all unvested Existing Options shall continue to vest according to their respective vesting schedules, as set\nforth in the applicable award letters; and (b) any and all vested Existing Options that have not been previously exercised or expired,\nshall remain exercisable until such time that Ms. Cohen-Tzemach ceases to serve on the Board, and for a period of 90 days thereafter (or\nany other period as may be determined by the Board in accordance with the Option Plan and subject to our shareholders’ approval).\n\n \n\n C.          Interests\nof Experts and Counsel\n\n \n\nNot applicable.\n\n52"}