UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

As set forth in the Report on Form 6-K of TAT Technologies Ltd. (the “Company”), dated June 3, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) on May 29, 2025 with FIMI Opportunity V, L.P. and FIMI Israel Opportunity Five, Limited Partnership, as selling shareholders (the “Selling Shareholders”), and Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten public offering of 4,150,000 ordinary shares, no par value per share, of the Company at a public offering price of $26.00 per share, of which the Company sold 1,625,000 ordinary shares and the Selling Shareholders sold 2,525,000 ordinary shares (collectively, the “Firm Shares”). As previously announced, the sale and issuance of the Firm Shares was completed on June 3, 2025.

Pursuant to the Underwriting Agreement, the Company and the Selling Shareholders also granted the Underwriters an option to purchase up to an additional 242,298 and 380,202 ordinary shares from the Company and the Selling Shareholders, respectively (collectively, the “Option Shares”), at the public offering price less the underwriting discount and commissions (the “Underwriters’ Option”).

On June 26, 2025, following the exercise by the Underwriters of the Underwriters’ Option in full, the sale and issuance of the Option Shares was completed.

The total gross proceeds of the sale and issuance of the Option Shares to the Company, before underwriting discounts and commissions and estimated offering expenses, were $6.3 million. The Company did not receive any proceeds from the sale of Option Shares by the Selling Shareholders. The Company intends to use the net proceeds that it will receive from the sale and issuance of the Option Shares for general corporate purposes, including working capital and capital expenditures. 

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Shareholders, customary conditions to closing, indemnification obligations of us, the Selling Shareholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties. The foregoing description of the Underwriting Agreement is only a summary and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which was attached as Exhibit 1.1 to the Company’s Report on Form 6-K, dated June 3, 2025.

The offering, including the sale and issuance of the Option Shares, was made pursuant to the Company’s effective registration statement on Form F-3 (File No. 333-286699), previously filed with the Securities and Exchange Commission. A copy of the opinion of Naschitz, Brandes, Amir & Co., Advocates relating to the legality of the sale and issuance of the Option Shares is attached as Exhibit 5.1 to this Report.

On June 26, 2025, the Company issued a press release titled “TAT Technologies Announces Full Exercise and Closing of Underwriters’ Option to Purchase Additional Ordinary Shares in Connection with its Public Offering”.

This Report on Form 6-K and Exhibit 5.1 hereto are incorporated by reference into the Company’s registration statements on Form S-8 (File Nos. 333-219031, 333-228345, 333-268906 and 333-286702) and Form F-3 (File No. 333-286699), and shall be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

The Company hereby furnishes the following documents as Exhibits 5.1 and 99.1:

Exhibit 5.1:          Opinion of Naschitz, Brandes, Amir & Co., Advocates as to the validity of the ordinary shares.

Exhibit 99.1:          Company Press Release, dated June 26, 2025, “TAT Technologies Announces Full Exercise and Closing of Underwriters’  Option to Purchase Additional Ordinary Shares in Connection with its Public Offering”.

Exhibit Index