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Ituran Location & Control Ltd.

For the period ended Dec 31, 2024. Filed Apr 21, 2025.

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About this filing

The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.

FY2024 · Filed Apr 21, 2025

ITRN$49.76-0.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

For the fiscal year ended December 31,2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report..........................................

For the transition period from ____________ to ____________

Commission file number.001-32618

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

Israel

(Jurisdiction of incorporation or organization)

3 Hashikma street, Azour,5800182 Israel

(Address of principal executive offices)

Guy Aharonov, General Counsel,3 Hashikma street, Azour,5800182 Israel, Tel:972-3-5571314, Facsimile: 972-3-5571327

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbol(s)Name of each exchange on which registered
Ordinary Shares, par value NIS 0.331/3 per shareITRNNasdaq Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

19,893,580

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☒No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒Yes ☐ No

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

Large accelerated filer ☐Accelerated filer ☒Non-accelerated filer ☐Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒International Financial Reporting Standards as issued by the International Accounting Standards Board ☐Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes☒No

TABLE OF CONTENTS

USE OF CERTAIN TERMSiv
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiv
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1
ITEM 3.KEY INFORMATION1
B.CAPITALIZATION AND INDEBTEDNESS3
C.REASONS FOR THE OFFER AND USE OF PROCEEDS3
D.RISK FACTORS3
ITEM 4.INFORMATION ON THE COMPANY9
A.HISTORY AND DEVELOPMENT OF THE COMPANY9
B.BUSINESS OVERVIEW10
C.ORGANIZATIONAL STRUCTURE20
D.PROPERTY, PLANTS AND EQUIPMENT21
ITEM 4.A.UNRESOLVED STAFF COMMENTS22
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS22
A.OPERATING RESULTS22
B.LIQUIDITY AND CAPITAL RESOURCES33
C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES36
D.TREND INFORMATION36
E.CRITICAL ACCOUNTING POLICIES AND ESTIMATES36
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES37
A.DIRECTORS AND SENIOR MANAGEMENT37
B.COMPENSATION41
C.BOARD PRACTICES45
D.EMPLOYEES49
E.SHARE OWNERSHIP51

i

ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS52
A.MAJOR SHAREHOLDERS52
B.RELATED PARTY TRANSACTIONS54
C.INTERESTS OF EXPERTS AND COUNSEL58
ITEM 8.FINANCIAL INFORMATION58
A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION58
B.SIGNIFICANT CHANGES59
ITEM 9.THE OFFER AND LISTING59
A.OFFER AND LISTING DETAILS59
B.PLAN OF DISTRIBUTION59
C.MARKETS59
D.SELLING SHAREHOLDERS59
E.DILUTION59
F.EXPENSES OF THE ISSUE59
ITEM 10.ADDITIONAL INFORMATION59
A.SHARE CAPITAL59
B.MEMORANDUM AND ARTICLES OF ASSOCIATION59
C.MATERIAL CONTRACTS67
D.EXCHANGE CONTROLS67
E.TAXATION67
F.DIVIDENDS AND PAYING AGENTS74
G.STATEMENT BY EXPERTS74
H.DOCUMENTS ON DISPLAY75
I.SUBSIDIARY INFORMATION75

ii

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK75
ITEM 12.DESCRIPTIONS OF SECURITIES OTHER THAN EQUITY SECURITIES76
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES76
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS76
ITEM 15.CONTROLS AND PROCEDURES76
ITEM 16.[RESERVED]80
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT80
ITEM 16B.CODE OF ETHICS80
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES80
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES80
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS80
ITEM 16F.CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT79
ITEM 16G.CORPORATE GOVERNANCE79
ITEM 16H.MINE SAFETY DISCLOSURE79
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS79
ITEM 16J.INSIDER TRAIDING POLICIES80
ITEM 16K.CYBERSECURITY80
ITEM 17.FINANCIAL STATEMENTS81
ITEM 18.FINANCIAL STATEMENTS81
ITEM 19.EXHIBITS82

iii

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