Enlight Navigates Global Headwinds, Eyes Expansion in Renewable Energy

TL;DR

**ENLT is pushing aggressive growth in a volatile market, but geopolitical risks and policy shifts could dim its green glow.**

AI Summary

Enlight Renewable Energy Ltd. (ENLT) filed its 20-F for the fiscal year ended December 31, 2025, highlighting its continued focus on renewable energy project development and operations. The company's financial performance and strategic outlook are influenced by its ability to secure land, obtain regulatory approvals, and manage construction and supply chain risks. Key business changes include a modification in the classification of certain items within the Consolidated Statements of Cash Flows in 2025, where interest paid is now presented within Financing Activities and interest received within Investing Activities, a change from previous inclusion in Operating Activities. In 2024, the Income Statement presentation was also changed to include specific Tax Benefits and remove Gross Profit, applied retrospectively. The company faces significant risks related to international trade disruptions, intense competition, and potential shifts in governmental policy favoring fossil fuels. Its strategic outlook involves expanding its portfolio through acquisitions and exploring new markets like data center development and direct-to-customer electricity sales, while navigating macroeconomic risks such as inflation and interest rate volatility. The company reported 132,133,899 outstanding ordinary shares as of December 31, 2025.

Why It Matters

This 20-F filing provides crucial insights into Enlight's operational and financial health, particularly its resilience against global supply chain disruptions and evolving regulatory landscapes. For investors, understanding the company's ability to secure project financing and manage construction risks is paramount, especially with its expansion into new markets and technologies like data centers. Employees and customers are impacted by the company's project pipeline and stability, as successful project development ensures job security and reliable energy supply. In a highly competitive renewable energy sector, Enlight's strategic moves, such as the Clenera acquisition, are critical for maintaining market share against both traditional utilities and other green energy developers.

Risk Assessment

Risk Level: high — The risk level is high due to significant exposure to 'disruptions in international trade, including as a result of political, social or economic instability, tariffs, trade restrictions' and 'risks related to our incorporation and operations in Israel, including ongoing regional conflicts, geopolitical instability.' These factors introduce substantial uncertainty regarding project timelines, costs, and overall operational stability, directly impacting financial performance.

Analyst Insight

Investors should closely monitor Enlight's progress on project development and its ability to secure new offtake contracts, especially given the competitive landscape and potential policy shifts. Evaluate the impact of macroeconomic factors like interest rates and inflation on its project financing costs and profitability. Consider the geopolitical risks associated with its Israeli operations.

Key Numbers

• 132,133,899 — Outstanding ordinary shares (As of December 31, 2025, indicating the company's share count.)
• NIS 0.1 — Par value per share (For ordinary shares, as of December 31, 2025.)
• 3.5 GWh — Storage capacity per 1 GW of generation (Company's current weighted average construction cost ratio for FGW metric.)
• 90.1% — Equity interest acquired in Clenera (Represents a significant strategic acquisition for portfolio growth.)
• NIS 3.105 — BOI Exchange Rate to $1.00 (Reported by the Bank of Israel on February 17, 2026, relevant for currency conversions.)

Key Players & Entities

• Enlight Renewable Energy Ltd. (company) — Registrant
• Lisa Haimovitz (person) — VP General Counsel
• Clenera Holdings, LLC (company) — Acquired entity
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq Stock Market LLC (regulator) — Exchange where ENLT is registered
• International Accounting Standards Board (regulator) — Standard-setting body for IFRS
• Bank of Israel (regulator) — Source of BOI Exchange Rate
• Israel Electricity Authority (regulator) — Chief electricity market regulator in Israel

FAQ

Risk Factors

• Project Development and Construction Risks [high — operational]: The company's growth is contingent on successfully converting projects from development to operational phases. This process involves significant risks and uncertainties, including potential delays, cost overruns, and the possibility of not proceeding with projects, which could hinder portfolio expansion and cash flow generation.
• Project Feasibility and Resource Allocation [high — operational]: Significant resources are required for land acquisition, interconnection rights, engineering, permitting, and legal services before project feasibility is confirmed. There's a risk that projects may not be developed, financed, or constructed as planned, impacting the company's ability to achieve its growth objectives.
• International Trade Disruptions [medium — market]: The company faces risks related to international trade disruptions, which can impact supply chains and the cost of materials and equipment necessary for project development and construction.
• Intense Competition [medium — market]: The renewable energy sector is highly competitive, which could affect the company's ability to secure projects, obtain favorable terms, and maintain profitability.
• Shifting Governmental Policies [medium — regulatory]: Potential shifts in governmental policy that favor fossil fuels over renewable energy could adversely affect the company's business operations and strategic outlook.
• Inflation and Interest Rate Volatility [medium — financial]: Macroeconomic risks such as inflation and interest rate volatility can impact project financing costs, operational expenses, and overall financial performance.

Industry Context

The renewable energy sector is characterized by rapid technological advancements and increasing global demand for clean energy solutions. However, it faces challenges related to grid integration, supply chain dependencies, and evolving regulatory landscapes. Intense competition exists among developers for land, permits, and financing, while the intermittency of renewable sources necessitates advancements in storage solutions.

Regulatory Implications

Enlight Renewable Energy operates within a framework of evolving environmental regulations and government incentives for renewable energy. Changes in these policies, particularly any shifts favoring fossil fuels, pose a significant risk. Compliance with permitting processes and grid connection regulations is also critical for project development and operational success.

What Investors Should Do

1. Monitor project pipeline conversion rates
2. Analyze impact of interest rate changes
3. Assess supply chain resilience
4. Evaluate strategic acquisitions

Key Dates

• 2025-12-31: Fiscal year end — Marks the end of the reporting period for the 20-F filing, providing the latest financial and operational data.
• 2026-02-17: Bank of Israel reported BOI Exchange Rate — Provides a key exchange rate (NIS 3.105 to $1.00) relevant for currency conversions and understanding the company's financial position in different currencies.

Glossary

Development Projects

Projects in the early stages of planning and development, not yet ready for construction. (Key to the company's future growth pipeline; success in advancing these projects is crucial.)

Advanced Development Projects

Projects that have progressed beyond initial planning and are closer to construction, potentially with secured permits or land rights. (Represents a more mature stage of the development pipeline, indicating a higher likelihood of eventual construction.)

Mature Projects

Projects that are under construction or have signed a Power Purchase Agreement (PPA), indicating they are nearing operational status. (These projects are expected to contribute to revenue and cash flow in the near future.)

Operational Projects

Projects that are completed and generating electricity. (The ultimate goal of the development process, representing the company's current revenue-generating assets.)

PPA

Power Purchase Agreement, a contract between an electricity generator and a buyer for the sale of electricity. (Securing PPAs is critical for project financing and revenue certainty.)

FGW metric

Likely refers to a metric related to Gigawatts (GW) of generation capacity, possibly 'Firm Gigawatts' or a similar industry standard. (Used in the context of construction cost ratios, indicating a measure of project scale and cost efficiency.)

Year-Over-Year Comparison

The 20-F filing for the fiscal year ended December 31, 2025, indicates significant changes in financial statement presentation compared to prior years. Notably, interest paid is now classified under Financing Activities and interest received under Investing Activities in the Cash Flow Statement, a departure from previous reporting in Operating Activities. Furthermore, the Income Statement presentation was revised in 2024 to include specific Tax Benefits and exclude Gross Profit, with retrospective application. These changes aim to provide a clearer view of operational cash flows and profitability drivers, though they require careful comparison with historical data.

Key Financial Figures

• $ — State of Israel, the terms "dollar," "US$," "USD," "U.S. dollar" and "$" refer to
• $1.00 — bruary 17, 2026, which was NIS 3.105 to $1.00. " CEE " refers to central and eastern

Filing Documents

• zk2634901.htm (20-F) — 7010KB
• exhibit_8-1.htm (EX-8.1) — 226KB
• exhibit_11-1.htm (EX-11.1) — 53KB
• exhibit_12-1.htm (EX-12.1) — 9KB
• exhibit_12-2.htm (EX-12.2) — 9KB
• exhibit_13-1.htm (EX-13.1) — 5KB
• exhibit_13-2.htm (EX-13.2) — 5KB
• exhibit_15-1.htm (EX-15.1) — 3KB
• image0.jpg (GRAPHIC) — 21KB
• image00001.jpg (GRAPHIC) — 459KB
• image00002.jpg (GRAPHIC) — 418KB
• image00003.jpg (GRAPHIC) — 315KB
• image1.jpg (GRAPHIC) — 108KB
• image2.jpg (GRAPHIC) — 282KB
• image3.jpg (GRAPHIC) — 67KB
• image4.jpg (GRAPHIC) — 76KB
• image5.jpg (GRAPHIC) — 52KB
• 0001178913-26-001828.txt ( ) — 32466KB
• enlt-20251231.xsd (EX-101.SCH) — 333KB
• enlt-20251231_cal.xml (EX-101.CAL) — 102KB
• enlt-20251231_def.xml (EX-101.DEF) — 550KB
• enlt-20251231_lab.xml (EX-101.LAB) — 2681KB
• enlt-20251231_pre.xml (EX-101.PRE) — 869KB
• zk2634901_htm.xml (XML) — 6575KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 1 PRESENTATION OF FINANCIAL INFORMATION 4 PART I 6

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6

KEY INFORMATION

ITEM 3. KEY INFORMATION 6 A. [Reserved.] 6 B. Capitalization and Indebtedness 6 C. Reasons for the Offer and Use of Proceeds 6 D.

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 49 A. History and Development of the Company 49 B. Business Overview 50 C. Organizational Structure 81 D. Property, Plants and Equipment 81

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 82

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 82 A. Operating Results 89 B. Liquidity and Capital Resources 96 C. Research and Development, Patents and Licenses, Etc. 107 D. Trend Information 107 E. Critical Accounting Estimates 107

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 108 A. Directors and Senior Management 108 B. Compensation 111 C. Board Practices 118 D. Employees 128 E. Share Ownership 129 F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation 129

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 129 A. Major Shareholders 129 B. Related Party Transactions 132 C. Interests of Experts and Counsel 132

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 132 A. Consolidated Statements and Other Financial Information 132 B. Significant Changes 133

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 133 A. Offer and Listing Details 133 B. Plan of Distribution 133 C. Markets 133 D. Selling Shareholders 133 E.

Dilution

Dilution 133 F. Expenses of the Issue 133

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 134 A. Share Capital 134 B. Memorandum and Articles of Association 134 C. Material Contracts 134 D. Exchange Controls 134 E. Taxation 134 F. Dividends and Paying Agents 140 G. 140 H. Documents on Display 140 I. Subsidiary Information 141 J. Annual Report to Security Holders 141

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 141

DESCRIPTION OF SECURITIES OTHER THAN EQUITY

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 142 PART II 142

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 142

MATERIAL MODIFICATIONS TO THE RIGHTS OF

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 142

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 142

[RESERVED]

ITEM 16. [RESERVED] 143

AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 143

CODE OF ETHICS

ITEM 16B. CODE OF ETHICS 143

PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 143

EXEMPTIONS FROM THE LISTING STANDARDS

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 144

PURCHASES OF EQUITY SECURITIES BY THE

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 144

CHANGE IN REGISTRANT'S CERTIFYING

ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 144

CORPORATE GOVERNANCE

ITEM 16G. CORPORATE GOVERNANCE 144

MINE SAFETY DISCLOSURE

ITEM 16H. MINE SAFETY DISCLOSURE 144

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 144

INSIDER TRADING POLICIES

ITEM 16J. INSIDER TRADING POLICIES 145

CYBERSECURITY

ITEM 16K. CYBERSECURITY 145 PART III 147

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 147

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 147

EXHIBITS

ITEM 19. EXHIBITS 147

SIGNATURES

SIGNATURES 149 ii INTRODUCTION In this Annual Report on Form 20-F (the "Annual Report"), references to "we," "us," "our," "our business," the "Company," "Enlight" and similar references refer to Enlight Renewable Energy Ltd. and, where appropriate, its consolidated subsidiaries. This Annual Report contains estimates, projections and other information concerning our industry and our business, as well as data regarding market research, estimates and forecasts prepared by our management. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those discussed under the headings "Cautionary Statement Regarding Forward-Looking Statements" and Item 3.D. "Risk Factors" in this Annual Report. CAUTIONARY This Annual Report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements as contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements contained in this Annual Report other than statements of historical fact, including, without limitation, statements regarding our future operating results and financial position, our business strategy and plans, capabilities of our project portfolio and achievement of operational objectives, progress of our projects, including anticipated timing of related approvals and of completion of our ongoing projects, anticipated regulatory developments, e

Identity

Item 1. Identity of Directors, Senior Management and Advisers Not applicable.

Offer

Item 2. Offer Statistics and Expected Timetable Not applicable.

Key

Item 3. Key Information A. [Reserved.] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.

Risk Factors

Risk Factors You should carefully consider the risks and uncertainties described below and the other information contained in this Annual Report before making an investment decision. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. Our business, financial condition, results of operations, or strategic objectives could be materially and adversely affected by any of these risks and uncertainties. The trading price and value of our ordinary shares could decline due to any of these risks and uncertainties, and you may lose all or part of your investment. References to past events are provided in these risk factors by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future . This Annual Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks and uncertainties faced by us described below and elsewhere in this Annual Report. Risks related to development and construction of our renewable energy projects The growth of our business depends upon our ability to continue to source and convert our Development Projects, Advanced Development Projects and Mature Projects (which are under construction, are in pre- construction or have signed a PPA) into Operational Projects. We may not be successful in converting our Development Projects, Advanced Development Projects and Mature Projects into Operational Projects. The completion of renewable energy projects involves numerous risks and uncertainties, including the risks set forth elsewhere in this "Risk Factors" section. These risks and uncertainties may prevent some projects from progressing to construction and/or operational

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View this 20-F filing on SEC EDGAR