155 From a transformative SEC regulatory reset and landmark insider-reporting rules to the shadow of ongoing regional conflict, Israeli issuers face a pivotal inflection point in the US capital markets. There is a particular kind of resilience that defines the Israeli technology sector. Call it the startup nation spirit, or simply the compulsion to keep building – whatever its source, the Israeli tech industry has spent the past two and a half years demonstrating it in conditions no boardroom simulation could replicate. Missiles, reserve call-ups, credit downgrades, geopolitical fracture lines, and an almost perpetual state of national emergency: these are the background conditions against which Israeli companies listed on US exchanges - and their lawyers, advisors, and investors - have been operating. And yet, by almost any headline metric, the story is one of extraordinary performance. The Tel Aviv 35 Index hit record levels in 2025. Israeli tech exits surged to approximately $59 billion in new M&A and IPO activity - a staggering 340 percent increase over 2024 - anchored by Google’s $32 billion acquisition of Wiz, the largest cybersecurity deal in history, and Palo Alto Networks’ $25 billion purchase of CyberArk. Israel’s startup ecosystem raised $15.6 billion in private capital through December 2025. The Tel Aviv Stock Exchange shifted to Monday-through-Friday trading in January 2026, aligning itself with global markets in both the literal and figurative sense. But behind these numbers lies a more complex picture - one that the clients who call our firm’s US Capital Markets practice are acutely aware of. The regulatory landscape in Washington has undergone its most consequential reset in years, and several of the changes carry particular weight for Israeli issuers. The question of foreign private issuer status - long a cornerstone of the cost-benefit calculation for Israeli companies choosing to list in the United States - is under active review by the Securities and Exchange Commission for the first time in more than two decades. New insiderreporting obligations that have never before applied to FPI directors and officers took effect in March 2026. The SEC’s enforcement posture has shifted dramatically in the post-Gensler era. And throughout all of it, our clients are still navigating disclosures that need to account honestly for what it means to operate a technology company headquartered in Tel Aviv when Iran and Israel fought a twelve-day war in June 2025 - and when that conflict escalated dramatically again in late February 2026. What follows is an honest assessment of what is on the agenda for Israeli issuers in the US capital markets today. The FPI Status Question: A Ticking Clock for Israeli Issuers On June 4, 2025, the SEC issued a concept release soliciting public comment on the definition of “foreign private issuer” - the regulatory classification that has enabled Israeli companies to access US public markets under a framework of meaningful regulatory accommodations since the 1980s. The release represented the first time the Commission had undertaken a broad review of FPI eligibility in more than two decades, and the data it presented made clear why Israel found itself at the center of the conversation. FPI status matters enormously. Companies that qualify may prepare financial statements under IFRS or home-country GAAP rather than US GAAP; they are not required to file quarterly reports on Form 10-Q; they are exempt from US proxy solicitation rules; they have extended deadlines for annual reports; and - until very recently - their insiders were not required to file Section 16 reports. These accommodations were premised on the historical assumption that most FPIs would be traded in their home markets as well as in the United States, and would therefore be subject to “meaningful disclosure requirements” in their home jurisdictions. ISRAEL — HIGH-TECH
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