{"url_path":"/sec/mtekw/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1872964/0001213900-26-057766-index.html","accession_number":"0001213900-26-057766","cik":"0001872964","ticker":"MTEK","issuer_name":"Maris Tech Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1872964/0001213900-26-057766-index.html","primary_entity_key":"0001872964","primary_entity_name":"Maris Tech Ltd."},"word_count":2226,"has_tables":true,"body_markdown":"** **\n\n**ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n** **\n\n**A. Major Shareholders**\n\n \n\nThe following table sets forth\ninformation regarding beneficial ownership of our Ordinary Shares as of May 14, 2026 by:\n\n \n\n \n●\neach person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;\n\n \n\n \n●\neach of our directors and senior management; and\n\n \n\n \n●\nall of our directors and senior management as a group.\n\n \n\nBeneficial ownership is determined in accordance with the rules of\nthe SEC and includes voting or investment power with respect to Ordinary Shares. Ordinary Shares issuable pursuant to outstanding options\nor warrants to purchase Ordinary Shares that are exercisable, or securities that are convertible into Ordinary Shares, within 60 days\nafter May 14, 2026, are deemed outstanding for the purpose of computing the percentage ownership of the person holding the options, warrants\nor convertible securities, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Percentage\nof shares beneficially owned is based on 9,698,626 Ordinary Shares outstanding on May 14, 2026.\n\n  \n\n67\n\n \n\n \n\nWe are not controlled by another\ncorporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known\nto us which would result in a change in control of our company at a subsequent date. Except as indicated in footnotes to this table, we\nbelieve that the shareholders named in this table have sole voting and investment power with respect to all shares shown to be beneficially\nowned by them, based on information provided to us by such shareholders. Unless otherwise noted below, each beneficial owner’s address\nis c/o Maris-Tech Ltd., 2 Yitzhak Modai Street, Rehovot, Israel 7608804.\n\n \n\n  \nNo. of\nShares\nBeneficially\nOwned  \nPercentage\nOwned \n\nHolders of 5% or more of our voting securities: \n   \n  \n\nIsrael Bar(1) \n 2,618,425  \n 26.6%\n\nEstate of  Joseph Gottlieb(2) \n 950,025  \n 9.7%\n\nPer A. Jacobsen(3) \n 675,000  \n 7.0%\n\nLeviticus Partners LP(4) \n 660,000  \n 6.8%\n\n  \n    \n   \n\nDirectors and senior management who are not 5% holders: \n    \n   \n\nNir Bussy(5) \n 3,979  \n *%\n\nHananya Malka(6) \n 49,746  \n *%\n\nCarmela Bastiker(7) \n 49,746  \n *%\n\nIsabela Marshak(8) \n 4,843  \n *%\n\nNaama Falach Avrahamy(9) \n 5,312  \n *%\n\nAmitay Weiss(10) \n 18,437  \n *%\n\nAll directors and senior management as a group (6 persons) \n 4,687,063  \n 48.32%\n\n \n\n*Indicates\nless than 1%.\n\n \n\n(1)\nIncludes Ordinary Shares issuable upon the exercise of options to purchase up to 135,000 Ordinary Shares within 60 days of May 14, 2026.  \n\n \n\n(2)\nMr. Gottlieb passed away on April 5, 2025. The Company has not been informed of any transfer of beneficial ownership of the securities previously held by Mr. Gottlieb following his death and does not have sufficient information to determine the identity of any person or entity that may be deemed to beneficially own such securities. As of the date of this Annual Report, no amended Schedule 13D/A or Schedule 13G reflecting a change in beneficial ownership of these securities has been filed with the SEC. Accordingly, the Company reports beneficial ownership based on the information provided to the Company by its transfer agent as of May 14, 2026.\n\n \n\n(3)\nBased on a Schedule 13G/A filed by Mr. Jacobsen with the SEC on February 14, 2025, and consists of (i) 225,000 Ordinary Shares held directly by Mr. Jacobsen and (ii) 450,000 Ordinary Shares issuable upon the exercise of warrants held directly by Mr. Jacobsen exercisable within 60 days of May 14, 2026. Mr. Jacobsen holds sole voting and dispositive power over the 675,000 Ordinary Shares. Mr. Jacobsen’s address is P.O. Box 444, Ashton, Maryland, 20861-0444.\n\n \n\n(4)\nBased on a Schedule 13G/A filed by Leviticus Partners LP, on April 14, 2026, and consists of 660,000 Ordinary Shares held directly by Leviticus Partners LP. Leviticus Partners LP and Mr. Adam M. Hutt, as the managing member, share voting and dispositive power over the 660,000 Ordinary Shares. Mr. Adam M. Hutt and Leviticus Partners LP’s address is 32 Old Mill Road, Great Neck, NY 11023.  \n\n \n\n68\n\n \n\n \n\n(5)\nIncludes Ordinary Shares issuable upon the exercise of options to purchase up to 3,979 Ordinary Shares within 60 days of May 14, 2026.\n\n \n\n(6)\nIncludes Ordinary Shares issuable upon the exercise of options to purchase up to 49,746 Ordinary Shares within 60 days of May 14, 2026.\n\n \n\n(7)\nIncludes Ordinary Shares issuable upon the exercise of options to purchase up to 49,746 Ordinary Shares within 60 days of May 14, 2026.\n\n \n\n(8)\nIncludes Ordinary Shares issuable upon the exercise of options to purchase up to 4,843 Ordinary Shares within 60 days of May 14, 2026.\n\n \n\n(9)\nIncludes Ordinary Shares issuable upon the exercise of options to purchase up to 5,312 Ordinary Shares within 60 days of May 14, 2026.\n\n \n\n(10)\nIncludes Ordinary Shares issuable upon the exercise of options to purchase up to 18,437 Ordinary Shares within 60 days of May 14, 2026.\n\n** **\n\n**Changes in Percentage Ownership by Major\nShareholders**\n\n \n\nDuring 2023, Mr. Gottlieb\npurchased 74,250 Ordinary Shares in open market transactions. Following that, Mr. Gottlieb held approximately 11.71% of our issued and\noutstanding share capital.\n\n \n\nDuring 2024, Mr. Gottlieb\npurchased 18,500 Ordinary Shares in open market transactions. Following that, Mr. Gottlieb held approximately 11.8% of our issued and\noutstanding share capital.\n\n \n\nBased on a Schedule 13G/A\nfiled by Mr. Jacobsen with the SEC on February 14, 2025, as of December 19, 2024, Mr. Jacobsen held approximately 6.9% of our issued and\noutstanding share capital. Based on a Schedule 13G/A filed by Mr. Jacobsen with the SEC on February 14, 2025, as of February 14, 2025,\nMr. Jacobsen held approximately 8.6% of our issued and outstanding share capital.\n\n \n\nBased on a Schedule 13G/A\nfiled jointly by Leviticus Partners LP on April 14, 2026, as of April 10, 2026, Leviticus Partners LP, an investment adviser in accordance\nwith Rule 13d-1(b)(1)(ii)(E) under the Exchange Act, holds approximately 6.8% of our issued and outstanding share capital.\n\n** **\n\n**Record Holders**\n\n \n\nBased on a review of information\nprovided to us by our transfer agent, as of May 14, 2026, there were three shareholders of record of our Ordinary Shares, of which two\nwere located in Israel and one was located in the United States.\n\n \n\nWe are not controlled by another\ncorporation, by any foreign government or by any natural or legal persons except as set forth herein, and there are no arrangements known\nto us which would result in a change in control at a subsequent date.\n\n \n\n**B. Related Party Transactions**\n\n** **\n\n**Employment Agreements**\n\n \n\nWe have entered into written\nemployment agreements with each of our executive officers. All of these agreements contain customary provisions regarding noncompetition,\nconfidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited\nunder applicable law. We have also entered into written service agreements with each of our director nominees. We entered into our standard\nform of indemnification agreement, the form of which is filed as an exhibit to this Annual Report, with each of our directors and members\nof our senior management. Each such indemnification agreement provides the indemnified person with indemnification to the maximum extent\npermitted under applicable law and up to a certain amount, and to the extent that these liabilities are not covered by directors and officers\ninsurance or other indemnification agreement. Members of our senior management are eligible for bonuses each year. The bonuses are payable\nupon meeting objectives and targets that are set by our Chief Executive Officer and approved annually by our board of directors that also\nset the bonus targets for our Chief Executive Officer (see Item 6.A. Directors and Senior Management - Employment or Service Agreements\nwith Executive Officers).\n\n** **\n\n69\n\n \n\n** **\n\n**Equity Grants**\n\n** **\n\n**For a description of the\nequity grants to our employees, officers, directors, consultants and service providers see “Item 6.B Compensation - Share Option\nPlan” above.**\n\n \n\n**Director and Officer Loans**\n\n \n\nSince our inception, Israel\nBar, our Chief Executive Officer, a director and our largest shareholder, and Joseph Gottlieb, our former director and second largest\nshareholder, have provided loans to us in an aggregate amount of NIS 7,513,887 (approximately $2,355,450). As of December 31, 2025 and\n2024, the outstanding balance under the Shareholders Loan was $258,837 and $589,467, respectively.\n\n \n\nOn May 9, 2021, we entered\ninto the Loan Facility Agreement effective as of January 1, 2021, with Israel Bar, our Chief Executive Officer, director and our largest\nshareholder, and Joseph Gottlieb, our former director and second largest shareholder. On March 2, 2023, we entered into the Amendment\nto the Loan Facility Agreement, pursuant to which we (i) amended the repayment terms set in the Loan Facility Agreement to provide that\nthe amounts outstanding under the Loan Facility Agreement shall be due and payable in 24 equal monthly payments, commencing on February\n4, 2024, subject to the availability of available free cash (as defined in the Amendment), and (ii) clarified that the total amount due\nto Mr. Gottlieb under the Loan Facility Agreement is NIS 1,020,347 (approximately $317,371). As of May 14, 2026, the total outstanding\namount under the Loan Facility Agreement after giving effect to the Amendment was $1,088,250. The Amendment was accounted for as a modification\nwith no change to the book value of the Shareholders Loans. As of December 31, 2025 and 2024, the outstanding amount under the Loan Facility\nAgreement was $258,837 and $589,467, respectively.\n\n \n\nFollowing Mr. Gottlieb’s\npassing, his rights under the Loan Facility Agreement were transferred to his estate in accordance with applicable law. The terms of the\nLoan Facility Agreement remain unchanged.\n\n** **\n\n**Transaction with Parazero Technologies Ltd.**\n\n \n\nOn July 31, 2023, we entered\ninto a service agreement, or the Service Agreement, with Parazero Technologies Ltd., or Parazero, pursuant to which we provided to Parazero\ncertain business development services. Pursuant to the terms of the Service Agreement, in consideration for the services provided by us,\nParazero was required to pay us $10,000 per month plus value added tax and certain commissions, in accordance with the terms of the agreement.\nThe Service Agreement was terminated by Parazero on December 31, 2024, pursuant to its terms. The total amount due by Parazero to us as\nof December 31, 2024 amounted to $47,000.\n\n \n\nIn addition, in July 2023,\nwe purchased 50,000 ordinary shares of Parazero, at a price of $4.00 per ordinary share, for an aggregate purchase price of $200,000,\nin Parazero’s initial public offering. We subsequently sold the ordinary shares we purchased in the open market for an aggregate\nconsideration of $108,857. We recorded $91,143 financial expenses for the year ended December 31, 2023, from the remeasurement of the\npurchase. Mr. Amitay Weiss, our Chairman, also serves as the chairman of the board of directors of Parazero. As of December 31, 2025,\nthe Company did not hold any shares of Parazero.\n\n** **\n\n**Transactions with Colint Ltd.**\n\n \n\nWe have occasionally purchased,\nat market prices, electronic components from Colint Ltd., a company owned by Joseph Gottlieb, our former director and former major shareholder\n(who passed away in April 5, 2025). During the years ended December 31, 2025, 2024 and 2023, we purchased electronic components from Colint\nLtd. in aggregate amounts of approximately $9,035, $0 and $29,110, respectively. Following Mr. Gottlieb’s passing, we have not been\ninformed of any change in the ownership of Colint Ltd., and we do not have information regarding whether Colint Ltd. continues to qualify\nas a related party under applicable accounting standards. All purchases during the periods presented were made on market terms.\n\n \n\n70\n\n \n\n \n\n**Transactions with Innovative Inc.**\n\n \n\nOn November 24, 2024, our\nAudit Committee and board of directors approved the purchase of 30 radio-frequency transmitters from Innovative Inc., a company owned\nby Joseph Gottlieb, our former director and former major shareholder (who passed away in April 5, 2025), for $10,512.\n\n \n\nThe Audit Committee and our\nboard of directors further approved the engagement of Innovative Inc., pursuant to which we may make additional purchases of production\nmaterials from Innovative Inc., on market terms, during a twelve-month period beginning in January 2025 and up to a maximum aggregate\namount of $100,000.\n\nDuring the year ended December 31, 2025, we paid\nInnovative Inc. an aggregate of $10,512.\n\n \n\nFollowing Mr. Gottlieb’s\npassing, we have not received sufficient information to determine whether Innovative Inc. continues to be beneficially owned or controlled\nby members of Mr. Gottlieb’s immediate family or estate and, accordingly, we continue to treat Innovative Inc. as a related party\nfor purposes of our review and approval procedures and applicable accounting considerations until such determination is made. All transactions\nwith Innovative Inc. were approved by our Audit Committee and board of directors and were conducted on market terms.\n\n** **\n\n**Transactions with Mr. Elad Kashi –\nThird Service Provider**\n\n \n\nOn March 3, 2021, we entered\ninto a service agreement with Mr. Elad Kashi, a relative of Mr. Israel Bar, our Chief Executive Officer and a director, pursuant to which\nMr. Kashi provides us with mechanical design services in exchange for an hourly compensation fee of NIS 195 (approximately $62). In February\n2022, the hourly rate under the agreement increased to NIS 350 (approximately $110). The amended terms of the service agreement were\napproved by the Audit Committee and our board of directors on March 14, 2024 and March 20, 2024, respectively, and were ratified by our\nshareholders at the 2024 annual general meeting of shareholders held on May 15, 2024. During the years ended December 31, 2025, 2024\nand 2023, we paid Mr. Kashi $159,948, $ 124,857 and $191,170, respectively.\n\n \n\n**C. Interests of Experts and Counsel**\n\n \n\nNone.** **"}