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Ituran Location & Control Ltd.

For the period ended Dec 31, 2025. Filed Apr 23, 2026.

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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.

FY2025 · Filed Apr 23, 2026

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 31,2025

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:

19,808,642

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
A(Reserved)1
B.CAPITALIZATION AND INDEBTEDNESS1
C.REASONS FOR THE OFFER AND USE OF PROCEEDS1
D.RISK FACTORS1
ITEM 4.INFORMATION ON THE COMPANY9
A.HISTORY AND DEVELOPMENT OF THE COMPANY9
B.BUSINESS OVERVIEW10
C.ORGANIZATIONAL STRUCTURE20
D.PROPERTY, PLANTS AND EQUIPMENT20
ITEM 4.A.UNRESOLVED STAFF COMMENTS21
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS22
A.OPERATING RESULTS22
B.LIQUIDITY AND CAPITAL RESOURCES31
C.RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES33
D.TREND INFORMATION33
E.CRITICAL ACCOUNTING ESTIMATES33

i

ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES34
A.DIRECTORS AND SENIOR MANAGEMENT34
B.COMPENSATION38
C.BOARD PRACTICES40
D.EMPLOYEES44
E.SHARE OWNERSHIP47
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS48
A.MAJOR SHAREHOLDERS48
B.RELATED PARTY TRANSACTIONS48
C.INTERESTS OF EXPERTS AND COUNSEL53
ITEM 8.FINANCIAL INFORMATION53
A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION53
B.SIGNIFICANT CHANGES53
ITEM 9.THE OFFER AND LISTING53
A.OFFER AND LISTING DETAILS53
B.PLAN OF DISTRIBUTION53
C.MARKETS53
D.SELLING SHAREHOLDERS53
E.DILUTION53
F.EXPENSES OF THE ISSUE53
ITEM 10.ADDITIONAL INFORMATION53
A.SHARE CAPITAL53
B.MEMORANDUM AND ARTICLES OF ASSOCIATION53
C.MATERIAL CONTRACTS54
D.EXCHANGE CONTROLS54
E.TAXATION54
F.DIVIDENDS AND PAYING AGENTS62
G.STATEMENT BY EXPERTS62
H.DOCUMENTS ON DISPLAY62
I.SUBSIDIARY INFORMATION62

ii

ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK62
ITEM 12.DESCRIPTIONS OF SECURITIES OTHER THAN EQUITY SECURITIES63
A.DEBT SECURITIES63
B.WARRANTS AND RIGHTS63
C.OTHER SECURITIES63
D.AMERICAN DEPOSITARY SHARES63
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES63
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS63
ITEM 15.CONTROLS AND PROCEDURES64
ITEM 16.[RESERVED]66
ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT66
ITEM 16B.CODE OF ETHICS66
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES66
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES66
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS66
ITEM 16F.CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT67
ITEM 16G.CORPORATE GOVERNANCE67
ITEM 16H.MINE SAFETY DISCLOSURE67
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTION THAT PREVENT INSPECTIONS67
ITEM 16J.INSIDER TRADING POLICIES68
ITEM 16K.CYBERSECURITY68
ITEM 17.FINANCIAL STATEMENTS70
ITEM 18.FINANCIAL STATEMENTS70
ITEM 19.EXHIBITS70

iii

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