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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

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

OR

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

For the fiscal year ended December 31,2025

OR

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

For the transition period from ___________to ______________.

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:001-39937

(Exact name of Registrant as specified in its charter)

State of Israel

(Jurisdiction of incorporation or organization)

9 Andrei Sakharov Street

P.O. Box 15067

Matam, Haifa 3190500, Israel

(Address of principal executive offices)

Noam Nativ

EVP, General Counsel & Company Secretary

9 Andrei Sakharov Street

P.O. Box 15067

Matam, Haifa 3190500, Israel

nativ.noam@zim.com

+972-4-8652170, +972-4-8652990

(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 SymbolName of each exchange on which registered
Ordinary shares, no par value“ZIM”The New York Stock Exchange

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

None

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

None

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:120,465,908.

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

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 ☒

Note– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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.

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).

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 definitions 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

Page
INTRODUCTION AND USE OF CERTAIN TERMS1
PRESENTATION OF FINANCIAL AND OTHER INFORMATION6
FORWARD-LOOKING STATEMENTS7
PART I10
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS10
A.Directors and senior management10
B.Advisers10
C.Auditors10
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE10
A.Offer statistics10
B.Method and expected timetable10
ITEM 3. KEY INFORMATION10
A.Selected financial data10
B.Capitalization and indebtedness10
C.Reasons for the offer and use of proceeds10
D.Risk factors10
ITEM 4. INFORMATION ON THE COMPANY45
A.History and development of the company45
B.Business Overview45
C.Organizational structure73
D.Property, plant and equipment73
ITEM 4A. UNRESOLVED STAFF COMMENTS73
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS73
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES88
A.Directors and senior management88
B.Compensation91
C.Board practices93
D.Employees99
E.Share ownership100
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS101
A.Major shareholders101
B.Related party transactions102
C.Interests of Experts and Counsel109
ITEM 8. FINANCIAL INFORMATION109
A.Consolidated statements and other financial information109
B.Significant changes110
ITEM 9. THE OFFER AND LISTING110
A.Offering and listing details110
B.Plan of distribution110
C.Markets110
D.Selling shareholders110
E.Dilution110
F.Expenses of the issue110
ITEM 10. ADDITIONAL INFORMATION111
A.Share capital111
B.Memorandum of association and bye-laws111
C.Material contracts111
D.Exchange controls113
E.Taxation113
F.Dividends and paying agents118
GStatement by experts118
H.Documents on display118
I.Subsidiary information118
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK118
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES119
A.Debt securities119
B.Warrants and rights119
C.Other securities119
D.American Depositary Shares119
PART II120
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES120
A.Defaults120
B.Arrears and delinquencies120
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS120
ITEM 15. CONTROLS AND PROCEDURES120
A.Disclosure Controls and Procedures120
C.Attestation Report of the Registered Public Accounting Firm120
D.Changes in Internal Control over Financial Reporting121
ITEM 16. RESERVED121
ITEM 16A. Audit committee financial expert121
ITEM 16B. Code of Conduct121
ITEM 16C. Principal Accountant Fees and Services121
ITEM 16D. Exemptions from the listing standards for audit committees122
ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers122
ITEM 16F. Change in registrant’s certifying accountant122
ITEM 16G. Corporate governance122
ITEM 16H. Mine safety disclosure122
ITEM 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections122
ITEM 16J. Insider trading policy123
ITEM 16K. Cybersecurity123
PART III124
ITEM 17. Financial statements124
ITEM 18. Financial statements124
ITEM 19. Exhibits124
Index to Consolidated Financial StatementsF-2
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.